Common use of Application of Proceeds of Collateral Clause in Contracts

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 of the Credit Agreement, all proceeds received by the Administrative Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral as well as any Collateral consisting of cash shall be applied in full or in part by the Administrative Agent against, the Secured Obligations in the following order of priority: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the extent of any excess of such proceeds, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRD, to the extent of any excess of such proceeds to the applicable Grantor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Collateral. (ai) Except as expressly provided elsewhere set forth in this Security Agreement and in Section 6.11 of the Credit Agreementclause (ii) below, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral as well as any Collateral consisting of cash shall be applied in full or in part by the Administrative Agent against, the Secured Obligations in the following order of priority: FIRSTfirst, to the payment of all reasonable costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreementtherewith, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement hereunder (in its capacity as the Administrative Agent and not as a Lender), the repayment of ) and all advances made by the Administrative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any other Loan Documentexcess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; SECONDthird, to the extent of any excess of such proceeds, to the payment in full of all other Obligations for the ratable benefit of the Secured Obligations (Lenders and the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any Lender Counterparties holding such distribution) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit AgreementObligations; and THIRDfourth, to the extent of any excess of such proceeds proceeds, to the payment to or upon the order of the applicable Grantor, its successors Loan Party or assigns, to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral . (ii) All proceeds received by the Administrative Agent (including pursuant to a power from the Collateral Agent in respect of any sale granted by statute of, any collection from, or under a judicial proceeding), the receipt other realization upon all or any part of the purchase money Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent or against, the Foreign Obligations in the following order of the officer making the sale shall be a sufficient discharge priority: first, to the purchaser payment of all costs and expenses of such sale, collection or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or such officer or be answerable incurred by the Administrative Agent in any way connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the misapplication account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (ai) Except as expressly provided elsewhere set forth in this Security Agreement and in Section 6.11 of the Credit Agreementclause (ii) below, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral as well as any Collateral consisting of cash shall be applied in full or in part by the Administrative Agent against, the Secured Obligations in the following order of priority: FIRSTfirst, to the payment of all reasonable costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreementtherewith, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement hereunder (in its capacity as the Administrative Agent and not as a Lender), the repayment of ) and all advances made by the Administrative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder hereunder, all in accordance with the terms hereof; second, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or under any other Loan Documentthe applicable Revolving Lenders; SECONDthird, to the extent of any excess of such proceeds, to the payment in full of all other Obligations for the ratable benefit of the Secured Obligations (Lenders and the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any Lender Counterparties holding such distribution) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit AgreementObligations; and THIRDfourth, to the extent of any excess of such proceeds proceeds, to the payment to or upon the order of the applicable Grantor, its successors Loan Party or assigns, to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral . (ii) All proceeds received by the Administrative Agent (including pursuant to a power from the Collateral Agent in respect of any sale granted by statute of, any collection from, or under a judicial proceeding), the receipt other realization upon all or any part of the purchase money Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent or against, the Foreign Obligations in the following order of the officer making the sale shall be a sufficient discharge priority: first, to the purchaser payment of all costs and expenses of such sale, collection or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or such officer or be answerable incurred by the Administrative Agent in any way connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the misapplication thereofaccount of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder, all in accordance with the terms hereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 of the Credit Agreement, all All proceeds received by the Administrative Agent or the Collateral Agent, as the case may be, in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral as well as under any Collateral consisting Document in connection with the Administrative Agent or Collateral Agent exercising its/their rights and remedies following the occurrence and during the continuance of cash any Event of Default shall be held by the Collateral Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, against the Secured Obligations in the following order of priority: FIRST, : (a) to the payment of (i) all reasonable costs and expenses of such sale, collection or other realization, including all reasonable expenses, liabilities and advances made or incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred Agents in connection with the exercise of any right or remedy hereunder under such Collateral Document, all in accordance with the terms of this Agreement and such Collateral Document, and all amounts for which such Agents are entitled to indemnification under such Collateral Document and all advances made by the Collateral Agent thereunder for the account of the applicable Loan Party (excluding principal and interest in respect to any Loans of such Loan Party); (ii) any outstanding Swing Line Loans and (iii) any amounts owed to any Issuing Bank in respect of any Unpaid Drawings not reimbursed pursuant to Section 3.3B or under any other Loan Document; SECOND3.3C; (b) thereafter, to the extent of any excess of such proceeds, to the payment in full of all other Obligations for the ratable benefit of the Secured Obligations holders thereof (the amounts so applied including providing cash collateral in an amount equal to be distributed among the Secured Parties pro rata in accordance with the amounts 102% of the Secured Obligations owed to them on the date aggregate Stated Amount of any all Letters of Credit outstanding at such distributiontime); (c) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRDthereafter, to the extent of any excess proceeds, to the payment to or upon the order of such proceeds Loan Party or to whosoever may be lawfully entitled to receive the applicable Grantor, its successors or assigns, same or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 of the Credit Agreement------------------------------------- subsection 2.4B(iii)(a) with respect to prepayments from Net Asset Sale Proceeds, all proceeds received by the Administrative Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral as well as under any Collateral consisting Document may, in the discretion of cash shall Administrative Agent, be held by Administrative Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document) in the following order of priority: FIRST, to : (a) To the payment of all reasonable costs and expenses incurred by the of such sale, collection or other realization, including compensation to Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, and all other expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith, in each case to the extent payable under this Agreement or the Collateral Documents, and all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent such Collateral Document and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred by Administrative Agent in connection with the exercise of any right or remedy hereunder or under any other Loan such Collateral Document; SECOND, all in accordance with the terms of this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to the payment in full of all other Secured Obligations for the ratable benefit of the Secured Obligations holders thereof; (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distributionc) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRDthereafter, to the extent of any excess of such proceeds proceeds, to the applicable Grantorpayment of cash collateral for Letters of Credit for the ratable benefit of the Issuing Lenders thereof and holders of participations therein; and (d) thereafter, its successors to the extent of any excess of such proceeds, to the payment to or assigns, upon the order of such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 of the Credit Agreementsubsection 2.4B(iii)(a) with respect to prepayments from Net Asset Sale Proceeds, all proceeds received by the Administrative Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral as well as under any Collateral consisting Document may, in the discretion of cash shall Administrative Agent, be held by Administrative Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document) or Indebtedness (as defined in the U.K. Guarantee and Debenture and the U.K. Pledge Agreement) in the following order of priority: FIRST, to : (a) To the payment of all reasonable costs and expenses incurred by the of such sale, collection or other realization, including reasonable compensation to Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, and all other expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent such Collateral Document and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred by Administrative Agent in connection with the exercise of any right or remedy hereunder or under any other Loan such Collateral Document; SECOND, all in accordance with the terms of this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to the payment in full of all other such Secured Obligations or such Indebtedness for the ratable benefit of the Secured Obligations Agents, Lenders and Lender Counterparties; and (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distributionc) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRDthereafter, to the extent of any excess such proceeds, to the payment to or upon the order of such proceeds Loan Party or to whosoever may be lawfully entitled to receive the applicable Grantor, its successors or assigns, same or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Collateral. Upon the occurrence and during the continuance of an Event of Default, (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 all payments received on account of the Credit AgreementObligations, whether from the Borrower or any Subsidiary Guarantor or otherwise, shall be applied by Administrative Agent against the Obligations and (b) all proceeds received by the Administrative Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral as well as under any Collateral consisting Document may, in the discretion of cash shall Administrative Agent, be held by Administrative Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document), in each case, in the following order of priority: FIRST, to : (a) To the payment of all reasonable costs and expenses incurred by the Administrative Agent (in its capacity as of such hereunder or under any other Loan Document) in connection with such sale, collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligationsrealization, including all out of pocket court costs and the reasonable fees and expenses of Administrative Agent and its agents and legal counsel, and all other expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to compensation (including the fees described in subsection 2.3), reimbursement and indemnification under the Credit Agreement (in its capacity as the Administrative Agent such Loan Document and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred by Administrative Agent in connection with the exercise of any right or remedy hereunder or under any other such Loan Document; SECOND, all in accordance with the terms of this Agreement and such Loan Document; (b) thereafter, to the extent of any excess of such proceeds, to the payment in full of the all other such Secured Obligations (as such term is defined in the amounts so applied to be distributed among applicable Collateral Document) for the Secured Parties pro rata in accordance with the amounts ratable benefit of the Secured Obligations owed to them on the date of any such distributionholders thereof; and (c) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRDthereafter, to the extent of any excess of such proceeds proceeds, to the applicable Grantor, its successors payment to or assigns, upon the order of such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Collateral. (a) Except Upon the occurrence and during the continuance of an Event of Default, except as otherwise expressly provided elsewhere in this Security Agreement and in Section 6.11 of the Credit Agreementany applicable Collateral Document, all proceeds received by the Administrative Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral as well as under any Collateral consisting Document by or on behalf of cash the Administrative Agent shall be either be, in the discretion of Administrative Agent, held by Administrative Agent as Collateral for, or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document), in each in the following order of priority: FIRST: (a) To the payment of all costs and expenses of such sale, collection or other realization, including the fees and expenses of Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith, and all amounts for which Administrative Agent is entitled to compensation (including the fees described in subsection 2.3), reimbursement and indemnification under such Loan Document and all advances made by Administrative Agent thereunder for the account of the applicable Loan Party, and to the payment of all reasonable costs and expenses paid or incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counselDocument, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection accordance with the exercise terms of any right or remedy hereunder or under any other this Agreement and such Loan Document; SECOND; (b) thereafter, to the extent of any excess of such proceeds, to the payment of all Revolving Loans and Swing Line Loans that have been advanced by Administrative Agent (in full such capacity) or the Swing Line Lender (in such capacity) and all accrued, but unpaid interest with respect thereto and to the reimbursement of the Secured Obligations (Issuing Bank for all draws on Letters of Credit for which the amounts so applied to be distributed among the Secured Parties pro rata Issuing Bank has not otherwise been reimbursed in accordance with the amounts terms of the Secured Obligations owed to them on the date of any such distributionthis Agreement and all accrued, but unpaid interest with respect thereto; (c) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRDthereafter, to the extent of any excess of such proceeds proceeds, to the applicable Grantorpayment of fees, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole expenses and absolute discretion as indemnities payable to the time Lenders (for purposes of application of any such proceedsclarification, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceedingexcluding principal and interest), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.;

Application of Proceeds of Collateral. (ai) Except as expressly provided elsewhere set forth in this Security Agreement and in Section 6.11 of the Credit Agreementclause (ii) below, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral as well as any Collateral consisting of cash shall be applied in full or in part by the Administrative Agent against, the Secured Obligations in the following order of priority: FIRSTfirst, to the payment of all reasonable costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreementtherewith, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement hereunder (in its capacity as the Administrative Agent and not as a Lender), the repayment of ) and all advances made by the Administrative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder hereunder, all in accordance with the terms hereof; second, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or under any other Loan Documentthe applicable Revolving Lenders; SECONDthird, to the extent of any excess of such proceeds, to the payment in full of all other Obligations for the ratable benefit of the Secured Obligations (Lenders and the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any Lender Counterparties holding such distribution) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit AgreementObligations; and THIRDfourth, to the extent of any excess of such proceeds proceeds, to the payment to or upon the order of the applicable Grantor, its successors Loan Party or assigns, to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral . (ii) All proceeds received by the Administrative Agent (including pursuant to a power from the Collateral Agent in respect of any sale granted by statute of, any collection from, or under a judicial proceeding), the receipt other realization upon all or any part of the purchase money Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent or against, the Foreign Obligations in the following order of the officer making the sale shall be a sufficient discharge priority: first, to the purchaser payment of all costs and expenses of such sale, collection or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or such officer or be answerable incurred by the Administrative Agent in any way connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in | || its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the misapplication thereofaccount of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder, all in accordance with the terms hereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 of the Credit Agreement, all All proceeds received by the Administrative Collateral Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral under any Pledge Agreements may, in the discretion of the Collateral Agent, be held by Collateral Agent as well as Collateral for, and/or (then or at any Collateral consisting of cash shall be time thereafter) applied in full or in part by the Administrative Collateral Agent against, the applicable secured obligations (as defined in such Pledge Agreement, the "Secured Obligations Obligations") in the following order of priority: FIRST, : (a) to the payment of all reasonable costs and expenses incurred by the Administrative Agent (in its capacity as of such hereunder or under any other Loan Document) in connection with such sale, collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligationsrealization, including all out of pocket court costs reasonable compensation to Collateral Agent and the reasonable fees and expenses of its agents and legal counsel, and all other expenses, liabilities and advances made or incurred by Collateral Agent in connection therewith, and all amounts for which the Administrative Collateral Agent is entitled to indemnification under the Credit such Pledge Agreement (in its capacity as the Administrative Agent and not as a Lender), the repayment of all advances made by Collateral Agent thereunder for the Administrative account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECONDsuch Pledge Agreement, all in accordance with the terms of this Agreement and such Pledge Agreement; (b) thereafter, to the extent of any excess of such proceeds, to the payment in full of all other such Secured Obligations for the ratable benefit of the Secured Obligations holders thereof; (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distributionc) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRDthereafter, to the extent of any excess such proceeds, to the payment of cash collateral for Letters of Credit for the ratable benefit of the Issuing Lenders thereof and holders of participations therein; and (d) thereafter, to the extent of any excess such proceeds, to the payment to or upon the order of such proceeds Loan Party or to whosoever may be lawfully entitled to receive the applicable Grantor, its successors or assigns, same or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 of the Credit Agreementsubsection 2.4B(iii)(a) with respect to prepayments from Net Asset Sale Proceeds, all proceeds received by the Administrative Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral as well as under any Collateral consisting Document may, in the discretion of cash shall Agent, be held by Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document) in the following order of priority: FIRST, to : (a) To the payment of all reasonable costs and expenses incurred by the Administrative Agent (in its capacity as of such hereunder or under any other Loan Document) in connection with such sale, collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligationsrealization, including all out of pocket court costs reasonable compensation to Agent and the reasonable fees and expenses of its agents and legal counsel, and all other expenses, liabilities and advances made or incurred by Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent such Collateral Document and not as a Lender), the repayment of all advances made by Agent thereunder for the Administrative account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan such Collateral Document; SECOND, all in accordance with the terms of this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to the payment in full of all other such Secured Obligations for the ratable benefit of the Secured Obligations holders thereof; (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distributionc) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRDthereafter, to the extent of any excess such proceeds, to the payment of cash collateral for Letters of Credit for the ratable benefit of the Issuing Lenders thereof and holders of participations therein; and (d) thereafter, to the extent of any excess such proceeds, to the payment to or upon the order of such proceeds Loan Party or to whosoever may be lawfully entitled to receive the applicable Grantor, its successors or assigns, same or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Collateral. If any Event of Default has occurred and the Required Noteholders have, subject to the terms and conditions of any Intercreditor Agreement, provided the Collateral Agent with written instruction to exercise its rights and remedies under any of the Security Documents, the Collateral Agent shall take any and all such action in accordance with the Security Documents and all Collateral or proceeds therefrom recovered by the Collateral Agent under any such Security Documents shall, subject to the terms and conditions of any Intercreditor Agreement, be applied by the Collateral Agent as follows: (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 of the Credit Agreement, all proceeds received by the Administrative Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral as well as any Collateral consisting of cash shall be applied in full or in part by the Administrative Agent against, the Secured Obligations in the following order of priority: FIRSTfirst, to the payment of all reasonable costs fees, costs, expenses and expenses incurred by indemnities owed to the Administrative Collateral Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement Financing Agreements, (in its capacity as the Administrative Agent and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the extent of any excess of such proceedsb) second, to the payment of accrued and unpaid interest on any outstanding secured Senior Debt, (c) third, to the payment or prepayment of principal on any outstanding secured Senior Debt (including the Make-Whole Premium determined in respect of the entire then unpaid principal amount of the Notes), and (d) fourth, to the payment of any remaining Obligations (as defined in the Security Documents); provided, however, that any amounts (i) on deposit in the Initial Debt Service Reserve Account, (ii) posted pursuant to a Debt Service Reserve Letter of Credit or (iii) guaranteed under a Debt Service Reserve Guaranty shall be for the sole benefit of the Noteholders and the Collateral Agent shall apply any and all such amounts on a pro rata basis to the Noteholders. In the case of (a), (b), (c) and (d) of the preceding sentence, in the event that the Collateral (including the proceeds thereof) is at any time insufficient to pay in full of the Secured Obligations (the amounts so applied outstanding under such (a), (b), (c) or (d), then the Collateral Agent shall first make payments to be distributed among the Secured Parties Collateral Agent under clause (a) above and thereafter make pro rata in accordance with the payments to all holders of secured Senior Debt entitled to receive any amounts of the Secured Obligations owed to them on the date of any such distribution) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRD, to the extent of any excess of such proceeds to the applicable Grantor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent under clause (including pursuant to a power of sale granted by statute or under a judicial proceedingb), (c) or (d), as the receipt case may be (in such order of the purchase money by the Administrative Agent priority), without any preference or of the officer making the sale shall be a sufficient discharge priority to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereofeach Secured Party.

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 of the Credit Agreement, all All proceeds received by the Administrative Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral as well as under any Collateral consisting of cash Document shall be applied in full or in part by the Administrative Agent against, against the applicable Secured Obligations (used hereinafter as defined in such Collateral Document) then due and owing in the following order of priority: FIRST, to : (a) To the payment of all reasonable costs and expenses incurred by the of such sale, collection or other realization, including reasonable compensation to Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, and all other expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent such Collateral Document and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred by Administrative Agent in connection with the exercise of any right or remedy hereunder or under any other Loan such Collateral Document; SECOND, including fees and expenses of counsel, all in accordance with the terms of this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to the payment in full of all other such Obligations for the ratable benefit of the Secured Obligations holders thereof; (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distributionc) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRDthereafter, to the extent of any excess of such proceeds proceeds, to the applicable GrantorCollateral Account in an amount not greater than 105% of the Letter of Credit Usage to serve as Collateral for the Loan Parties' obligations with respect to Letters of Credit then outstanding; and (d) thereafter, its successors to the extent of any excess such proceeds, to the payment to or assigns, upon the order of such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, (a) Except as expressly provided elsewhere in this Security Agreement the case of any Event of Default under Section 9.1(j), immediately following the occurrence and during the continuance thereof, (b) on and after the Revolving Credit Maturity Date, and (c) in Section 6.11 the case of any other Event of Default that is continuing: (i) upon the termination of the Revolving Credit AgreementAggregate Commitment, or (ii) the acceleration of any Indebtedness arising under this Agreement (other than Commodity Hedging Agreements and Interest Rate Agreements), or (iii) at Administrative Agent’s option, or (iv) upon the request of the Majority Lenders after the commencement of any remedies hereunder, all proceeds realized from the liquidation or other disposition of Collateral or otherwise received after maturity of the Indebtedness, whether by acceleration or otherwise, shall be applied: (i) first, to payment or reimbursement of that portion of the Indebtedness constituting reasonable fees, expenses and indemnities payable to the Administrative Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral as well as any Collateral consisting of cash shall be applied in full or in part by the Administrative Agent against, the Secured Obligations in the following order of priority: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder such; (ii) second, pro rata to payment or reimbursement of that portion of the Indebtedness constituting reasonable fees, expenses and indemnities payable to the Lenders; (iii) third, pro rata to payment of accrued interest on Advances; (iv) fourth, pro rata to payment of principal outstanding on Advances, and Indebtedness under the Lender Hedging Obligations and Lender Product Obligations owing to a Lender or an Affiliate of a Lender; (v) fifth, pro rata to any other Loan DocumentIndebtedness; (vi) in connection with such collection or sale or otherwise in connection with this Security Agreementsixth, to serve as cash collateral to be held by the Agent to secure Reimbursement Obligations; and (vii) seventh, any other Loan Document or any excess, after all of the Secured ObligationsIndebtedness shall have been paid in full in cash, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, shall be paid to the extent of any excess of such proceeds, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRD, to the extent of any excess of such proceeds to the applicable Grantor, its successors or assigns, Borrower or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral required by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereoflaw.

Application of Proceeds of Collateral. Upon the occurrence and ------------------------------------- during the continuance of an Event of Default, (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 all payments received on account of the Credit AgreementObligations, whether from the Borrower or any Subsidiary Guarantor or otherwise, shall be applied by Administrative Agent against the Obligations and (b) all proceeds received by the Administrative Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral as well as under any Collateral consisting Document may, in the discretion of cash shall Administrative Agent, be held by Administrative Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document), in each case, in the following order of priority: FIRST, to : (a) To the payment of all reasonable costs and expenses incurred by the Administrative Agent (in its capacity as of such hereunder or under any other Loan Document) in connection with such sale, collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligationsrealization, including all out of pocket court costs and the reasonable fees and expenses of Administrative Agent and its agents and legal counsel, and all other expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to compensation (including the fees described in subsection 2.3), reimbursement and indemnification under the Credit Agreement (in its capacity as the Administrative Agent such Loan Document and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred by Administrative Agent in connection with the exercise of any right or remedy hereunder or under any other such Loan Document; SECOND, all in accordance with the terms of this Agreement and such Loan Document; (b) thereafter, to the extent of any excess of such proceeds, to the payment in full of the all other such Secured Obligations (as such term is defined in the amounts so applied to be distributed among applicable Collateral Document) for the Secured Parties pro rata in accordance with the amounts ratable benefit of the Secured Obligations owed to them on the date of any such distributionholders thereof; and (c) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRDthereafter, to the extent of any excess of such proceeds proceeds, to the applicable Grantor, its successors payment to or assigns, upon the order of such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere in this Security Pledge Agreement and in Section 6.11 of the Credit Agreement, all proceeds received by the Administrative Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral as well as any Collateral consisting of cash shall be applied in full or in part by the Administrative Agent against, the Secured Obligations in the following order of priority: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Pledge Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any the Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the extent of any excess of such proceeds, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRD, to the extent of any excess of such proceeds to the applicable Grantor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Pledge Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 of the Credit Agreementsubsection 2.4B(iii)(b) with respect to prepayments from Net Asset Sale Proceeds, all proceeds received by the Administrative Collateral Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral as well as under any Collateral consisting Document may, in the discretion of cash shall the Collateral Agent, be held by Collateral Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Collateral Agent against, the applicable secured obligations (as defined in such Collateral Document, the "Secured Obligations Obligations" ) in the following order of priority: FIRST, to : (a) To the payment of all reasonable costs and expenses incurred by the Administrative Agent (in its capacity as of such hereunder or under any other Loan Document) in connection with such sale, collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligationsrealization, including all out of pocket court costs reasonable compensation to Collateral Agent and the reasonable fees and expenses of its agents and legal counsel, and all other expenses, liabilities and advances made or incurred by Collateral Agent in connection therewith, and all amounts for which the Administrative Collateral Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent such Collateral Document and not as a Lender), the repayment of all advances made by Collateral Agent thereunder for the Administrative account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan such Collateral Document; SECOND, all in accordance with the terms of this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to the payment in full of all other such Secured Obligations for the ratable benefit of the Secured Obligations holders thereof; (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distributionc) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRDthereafter, to the extent of any excess such proceeds, to the payment of Cash collateral for Letters of Credit for the ratable benefit of the Issuing Lenders thereof and holders of participations therein; and (d) thereafter, to the extent of any excess such proceeds, to the payment to or upon the order of such proceeds Loan Party or to whosoever may be lawfully entitled to receive the applicable Grantor, its successors or assigns, same or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 of the Credit Agreement, all proceeds All moneys received by the Administrative Agent as a result of the enforcement of the rights and remedies of the Agent or the Banks pursuant to the Security Documents shall be distributed by the Agent on the dates fixed by the Agent (individually a "Distribution Date" and collectively, the "Distribution Dates") as follows: FIRST: to the Agent in respect payment of the amount of any saleand all unreimbursed expenses of the Agent, including, without limitation, the fees and disbursements of its counsel and of any agents and experts employed by the Agent, incurred by the Agent prior to the relevant Distribution Date in connection with (w) the administration of this Agreement and the Security Documents, (x) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon all any assets of the Company pursuant to the Security Documents (y) the exercise or enforcement of any of the rights of the Agent hereunder or under the Security Documents or (z) the failure by the Company to perform or observe any of the provisions of this Agreement or any part Security Document; SECOND: to the Banks in an amount equal to the sum of the unpaid principal of and interest on the Notes plus the aggregate amount of Permitted Letter of Credit Amounts (excluding all such Amounts which the issuing Bank of any Permitted Letters of Credit has paid to the beneficiary thereof and has been reimbursed therefor by the Company), and accrued interest thereon, if any, and, in the event such moneys shall be insufficient to pay in full such amount, then to the payment thereof ratably to each Bank in the same proportion which (x) the sum of aggregate unpaid principal of and interest on the Notes held by such Bank plus the aggregate amount of unreimbursed Permitted Letter of Credit Amounts and accrued interest thereon (excluding therefrom an amount equal to that portion of such interest calculated at a rate per annum in excess of the rate per annum provided for under Subsection 2.03(b), such excluded amount being the "Excess Interest"), if any, in respect of Permitted Letters of Credit issued by such Bank bears to (y) the sum of the aggregate unpaid principal of and interest on the Notes plus the aggregate amount of Permitted Letter of Credit Amounts and accrued interest thereon (excluding therefrom an amount equal to the aggregate Excess Interest), if any, on the relevant Distribution Date (all such partial prepayments to be applied by each Bank first to the payment of accrued and unpaid interest on the Notes and Permitted Letter of Credit Amounts, if any, of such Bank, then to the payment of principal thereon and finally pursuant to the documents evidencing the Permitted Letter of Credit Amounts, if any, of such Bank); provided, however, in the event any Bank that has issued a Permitted Letter of Credit does not for any reason apply its portion of the proceeds of the Collateral as well as provided herein within 30 days after the expiration date of such Permitted Letter of Credit, such Bank shall return all such unapplied proceeds to the Agent for distribution to the Banks for the ratable application to any Collateral consisting of cash shall be applied in full or in part unpaid obligations held by the Administrative Agent against, the Secured Obligations Banks in the following order of priority: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any respect of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor Notes and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise Permitted Letters of any right or remedy hereunder or under any other Loan Document; SECOND, to the extent of any excess of such proceeds, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRD, to the extent of any excess of such proceeds to the applicable Grantor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.Credit;

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere in this Security Subject to the terms of the Intercreditor Agreement and except as provided in Section 6.11 subsection 2.4B(iii) with respect to prepayments from Net Cash Proceeds, insurance proceeds or condemnation awards and proceeds of any Recovery Event which are $1,000,000 or less which are retained by the Credit AgreementCompany, all proceeds received by the Administrative Agent or the Collateral Agent, as the case may be, in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral as well as under any Collateral consisting Document may, in the discretion of cash shall the Collateral Agent, be held by the Collateral Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document) in the following order of priority: FIRST: (a) to the payment of all costs and expenses of such sale, collection or other realization, including without limitation reasonable compensation to the Agents and their agents and counsel, and all other reasonable expenses, liabilities and advances made or incurred by the Agents in connection therewith, and all amounts for which such Agents are entitled to indemnification under such Collateral Document and all advances made by the Collateral Agent thereunder for the account of the applicable Loan Party (excluding principal and interest in respect to any Term Loans of such Loan Party), and to the payment of all reasonable costs and expenses paid or incurred by the Administrative Collateral Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan such Collateral Document; SECOND, all in accordance with the terms of this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to the payment in full of all other Secured Obligations for the ratable benefit of the Secured Obligations holders thereof; and (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distributionc) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRDthereafter, to the extent of any excess proceeds, to the payment to or upon the order of such proceeds Loan Party or to whosoever may be lawfully entitled to receive the applicable Grantor, its successors or assigns, same or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 of the Credit Agreementsubsection 2.4B(iii)(a) with respect to prepayments from Net Asset Sale Proceeds or utilization thereof by Company, or subsection 2.4B(iii)(b) with respect to prepayments from Net Insurance/Condemnation Proceeds or utilization thereof by Company, all proceeds received by the Administrative Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral as well as under any Collateral consisting of cash Document shall be applied in full or in part by applied, upon the Administrative Agent occurrence and during the continuance of an Event of Default, against, the applicable Secured Obligations (as defined in such Collateral Document) in the following order of priority: FIRST, to : (a) To the payment of all reasonable costs and expenses incurred by the Administrative Agent (in its capacity as of such hereunder or under any other Loan Document) in connection with such sale, collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligationsrealization, including all out of pocket court costs and the reasonable fees and expenses of Administrative Agent and its agents and legal counsel, and all other expenses and liabilities made or incurred by Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent such Collateral Document and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred by Administrative Agent in connection with the exercise of any right or remedy hereunder or under any other Loan such Collateral Document; SECOND, all in accordance with the terms of this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to the payment in full of all other such Secured Obligations then due and payable for the ratable benefit of the Secured Obligations holders thereof; (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distributionc) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRDthereafter, to the extent of any excess such proceeds, to the payment of cash collateral for Letters of Credit for the ratable benefit of the Issuing Lenders thereof and holders of participations therein; and (d) thereafter, to the extent of any excess such proceeds, to the payment to or upon the order of such proceeds Loan Party or to whosoever may be lawfully entitled to receive the applicable Grantor, its successors or assigns, same or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere The exercise of remedies with respect to the Collateral is subject to the terms of the Security and Intercreditor Agreement. Upon the occurrence and during the continuance of an Event of Default, proceeds from the exercise of remedies in respect of the Collateral allocated to this facility in accordance with the provisions of the Security and Intercreditor Agreement and in Section 6.11 of the Credit Agreement, all proceeds received by the Administrative Agent pursuant thereto shall be applied as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of any saleall reasonable and documented costs, any collection fromexpenses, disbursements and losses which shall have been incurred or other realization upon all or any part of the Collateral as well as any Collateral consisting of cash shall be applied in full or in part sustained by the Administrative Agent againstin connection with the collection of such monies by the Administrative Agent, for the Secured Obligations in the following order of priority: FIRSTexercise, to the payment of all reasonable costs and expenses incurred protection or enforcement by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document of all or any of the Secured Obligationsrights, including all out remedies, powers and privileges of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled under this Agreement or any of the other Loan Documents; (b) Second, to indemnification under the Credit Agreement all other obligations hereunder; provided that distributions shall be made (in its capacity as A) with respect to any fees owing to the Administrative Agent and not the Lenders, ratably among the Administrative Agent and any Lenders to which such fees are owed, and (B) with respect to each type of other Liabilities owing to the Lenders such as a Lenderinterest, principal, fees and expenses, ratably among the Lenders, and (C) otherwise in such order or preference as the Majority Lenders may determine. In determining the obligations under this Agreement for purposes of clauses (A) and (B), the repayment of all advances made by the Administrative Agent may in its reasonable discretion make proper allowance to take into account any obligations hereunder or under any other Loan Document on behalf of any Grantor not then due and any other reasonable out-of-pocket costs or expenses incurred in connection with payable; and (c) Third, the exercise of any right or remedy hereunder or under any other Loan Document; SECONDexcess, if any, shall be returned to the extent of any excess of Borrower or to such proceeds, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRD, to the extent of any excess of such proceeds to the applicable Grantor, its successors or assigns, or other Persons as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereofare entitled thereto.

Application of Proceeds of Collateral. (a) Except Upon the occurrence and during the continuance of an Event of Default, except as otherwise expressly provided elsewhere in this Security Agreement and in Section 6.11 of the Credit Agreementany applicable Collateral Document, all proceeds received by the Administrative Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral as well as under any Collateral consisting Document by or on behalf of cash the Administrative Agent shall be either be, in the discretion of Administrative Agent, held by Administrative Agent as Collateral for, or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document), in each in the following order of priority: FIRST: (a) To the payment of all costs and expenses of such sale, collection or other realization, including the fees and expenses of Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith, and all amounts for which Administrative Agent is entitled to compensation (including the fees described in subsection 2.3), reimbursement and indemnification under such Loan Document and all advances made by Administrative Agent thereunder for the account of the applicable Loan Party, and to the payment of all reasonable costs and expenses paid or incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counselDocument, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection accordance with the exercise terms of any right or remedy hereunder or under any other this Agreement and such Loan Document; SECOND; (b) thereafter, to the extent of any excess of such proceeds, to the payment of all Revolving Loans and Swing Line Loans that have been advanced by Administrative Agent (in full such capacity) or the Swing Line Lender (in such capacity) and all accrued, but unpaid interest with respect thereto and to the reimbursement of the Secured Obligations (Issuing Bank for all draws on Letters of Credit for which the amounts so applied to be distributed among the Secured Parties pro rata Issuing Bank has not otherwise been reimbursed in accordance with the amounts terms of the Secured Obligations owed to them on the date of any such distributionthis Agreement and all accrued, but unpaid interest with respect thereto; (c) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRDthereafter, to the extent of any excess of such proceeds proceeds, to the payment of all accrued but unpaid interest owing in respect of all Term Loans, Revolving Loans, Swing Line Loans and Letters of Credit owing to the Lenders; (d) thereafter, to the extent of any excess of such proceeds, to the payment of the principal amount owing in respect of all Loans and Letters of Credit (which shall cash collateralize the outstanding Letters of Credit to the extent not previously cash collateralized) and Lender Hedge Agreements, in each case, for the ratable benefit of the holders thereof; (e) thereafter, to the extent of any excess of such proceeds, to the payment of all other such Secured Obligations (as such term is defined in the applicable GrantorCollateral Document) for the ratable benefit of the holders thereof; and; (f) thereafter, its successors to the extent of any excess of such proceeds, to the payment to or assigns, upon the order of such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 of the Credit Agreement, all All proceeds received by the Administrative Agent or the Collateral Agent, as the case may be, in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral as well as under any Collateral consisting Document in connection with the Administrative Agent or Collateral Agent exercising its/their rights and remedies following the occurrence and during the continuance of cash any Event of Default shall be held by the Collateral Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, against the Secured Obligations in the following order of priority: FIRST: (a) First, to the payment of (x) all reasonable costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable documented out-of-pocket costs and expenses of such sale, collection or expenses other realization, including all reasonable and documented out-of-pocket expenses, liabilities and advances made or incurred by the Agents in connection with the exercise of any right or remedy hereunder under such Collateral Document, all in accordance with the terms of this Agreement and such Collateral Document, and all amounts for which such Agents are entitled to indemnification under such Collateral Document and all advances made by the Collateral Agent thereunder for the account of the applicable Loan Party (excluding principal and interest in respect to any Loans of the Borrower) and (y) any amounts owed to any Issuing Bank in respect of any Unpaid Drawings not reimbursed pursuant to Section 3.3B or under any other Loan Document; SECOND3.3C; (b) thereafter, to the extent of any excess of such proceeds, to the payment in full of all other Obligations for the ratable benefit of the Secured Obligations holders thereof (the amounts so applied including providing cash collateral in an amount equal to be distributed among the Secured Parties pro rata in accordance with the amounts 102% of the Secured Obligations owed to them on the date aggregate Stated Amount of any all Letters of Credit outstanding at such distributiontime); and (c) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRDthereafter, to the extent of any excess proceeds, to the payment to or upon the order of such proceeds Loan Party or to whosoever may be lawfully entitled to receive the applicable Grantor, its successors or assigns, same or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Collateral. Notwithstanding anything to ------------------------------------- the contrary in this Agreement or any other Loan Document, after an Event of Default, the proceeds of any Collateral, together with any offsets, voluntary payments by Company or any Subsidiary or others and any other sums received or collected in respect of the Indebtedness, shall be applied as follows: (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 of the Credit Agreement, all proceeds received by the Administrative Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral as well as any Collateral consisting of cash shall be applied in full or in part by the Administrative Agent against, the Secured Obligations in the following order of priority: FIRSTFirst, to the payment of all reasonable costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreementexpenses, any other Loan Document or any including without limitation all attorneys' fees, of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise enforcement of any right or remedy hereunder or under any other the Loan Document; SECOND, to the extent of any excess of such proceedsDocuments and otherwise administering this Agreement; (b) Second, to the payment in full of the Secured Obligations (the amounts so applied all other fees of any kind required to be distributed among the Secured Parties paid under any Loan Document on a pro rata basis in accordance with the amounts Indebtedness consisting of the Secured Obligations owed to them on the date of any such distribution) with the amount allocable fees owing to the Credit Obligations Lenders and Agent under the Indebtedness, for application to be applied to the Credit Obligations in the manner set forth in Section 8.3 payment of the Credit Agreement; and THIRDsuch Indebtedness; (c) Third, to the extent payment of Indebtedness consisting of principal (including without limitation any excess cash collateral for any outstanding Letters of Credit), interest, and any payment obligations, if any, under Hedging Transactions evidenced by Interest Rate Protection Agreements which are part of the Indebtedness, such proceeds application to the applicable Grantor, its successors or assigns, or as be made on a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances pro rata basis in accordance with this Security Agreement. Upon the respective amounts of such Indebtedness; (d) Fourth, to the payment of any sale and all other Indebtedness owing to the Lenders and the Agent on a pro rata basis in accordance with the total amount of such Indebtedness owing to each of the Collateral Lenders and the Agent, for application to payment of such Indebtedness; and (e) Fifth, to the payment of any and all other indebtedness, obligations and liabilities secured by the Administrative Agent (including pursuant Collateral Documents and owing to the Lenders and the Agent, on a power pro rata basis in accordance with the total amount of sale granted by statute or under a judicial proceeding)such other indebtedness, the receipt obligations and liabilities owing to each of the purchase money Lenders and the Agent, for application to payment of such other indebtedness, obligations and liabilities; and (f) Sixth, to the Company, its Subsidiaries or such other Person as may be legally entitled thereto. Notwithstanding the foregoing, no payments of principal, interest, fees or other amounts delivered to the Agent for the account of any Defaulting Lender shall be delivered by the Administrative Agent or of the officer making the sale to such Defaulting Lender. Instead, such payments shall, for so long as such Defaulting Lender shall be a sufficient discharge Defaulting Lender, be held by the Agent, and the Agent is hereby authorized and directed by all parties hereto to hold such funds in escrow and apply such funds as follows: (i) First, if applicable to any payments due from such Defaulting Lender ----- to the purchaser or purchasers Agent, and (ii) Second, to Advances required to be made by such Defaulting Lender to ------ the extent such Defaulting Lender fails to make such Advances. Notwithstanding the foregoing, after the Revolving Credit Maturity Date and the payment and performance of all of the Collateral so sold and such purchaser or purchasers shall not be obligated Indebtedness (other than those owing to see a Defaulting Lender), any funds then held in escrow by the Agent pursuant to the application of any part of the purchase money paid over preceding sentence shall be distributed to the Administrative Agent or such officer or each Defaulting Lender, pro rata in --- ---- proportion to amounts that would be answerable in any way due to each Defaulting Lender but for the misapplication thereoffact that it is a Defaulting Lender.

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 of the Credit Agreement, all proceeds All moneys received by the Administrative Agent as a result of the enforcement of the rights and remedies of the Agent or the Creditors pursuant to the Security Documents and otherwise in respect of the Collateral shall be distributed by the Agent on the dates fixed by the Agent (individually a "Distribution Date" and collectively, the "Distribution Dates") as follows: FIRST: to the Agent in payment of the amount of any saleand all unreimbursed expenses of the Agent, including, without limitation, the fees and disbursements of its counsel and of any agents and experts employed by the Agent, incurred by the Agent prior to the relevant Distribution Date in connection with (w) the administration of this Agreement and the Security Documents, (x) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon all any assets of the Company pursuant to the Security Documents (y) the exercise or enforcement of any of the rights of the Agent hereunder or under the Security Documents or (z) the failure by the Company to perform or observe any of the provisions of this Agreement or any part Security Document; SECOND: to the Banks in an amount equal to the sum of the Collateral as well as any Collateral consisting unpaid principal of cash and interest on the Notes and, in the event such moneys shall be applied insufficient to pay in full or in part by such amounts, then to the Administrative Agent against, the Secured Obligations payment thereof ratably to each Creditor in the following order same proportion which (x) the sum of priority: FIRST, aggregate unpaid principal of and interest on the Notes held by such Bank bears to (y) the sum of the aggregate unpaid principal of and interest on the Notes on the relevant Distribution Date (all such prepayments to be applied by each Creditor first to the payment of all reasonable costs accrued and expenses incurred unpaid interest, if any, owing by the Administrative Agent (in its capacity as Company to such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security AgreementCreditor, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the extent of any excess of such proceeds, then to the payment of principal on the Notes); THIRD: to the Creditors in an amount equal to the sum of unpaid commitment and agent's fees payable under this Agreement (collectively the "Fees"), whether matured or unmatured, and, in the event such moneys shall be insufficient to pay in full such amount, then to the payment thereof ratably to each Creditor in the same proportion which the aggregate amount of Fees due to such Creditor bears to the Secured Obligations (aggregate unpaid Fees due to all the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them Creditors on the date of any such distribution) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRD, to the extent of any excess of such proceeds to the applicable Grantor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.relevant Distribution Date;

Application of Proceeds of Collateral. (a) Except Each of the Administrative Agent, the Collateral Agent and each Lender hereby acknowledges and agrees that it shall not be entitled to receive the proceeds of any Collateral provided pursuant to the Security Documents under (and as expressly defined in) the US Credit Agreement or any Guarantee under (and as defined in) the US Credit Agreement until it has used its diligent efforts to realize upon the Collateral under (and as defined in) this Agreement; provided elsewhere that the restrictions contained in this Security subsection 14.14 shall terminate immediately upon notice from the Majority Lenders hereunder to the Administrative Agent and the Collateral Agent under (and as defined in) the US Credit Agreement that such diligent efforts have been used. Following receipt by the Administrative Agent and the Collateral Agent (as defined in Section 6.11 the US Credit Agreement) of any such notice, any proceeds from the realization of Collateral (as defined in the US Credit Agreement) shall be applied to the Obligations hereunder and the Obligations under (and as defined in) the US Credit Agreement in such a manner so that the holders of the Obligations hereunder shall have received (to the extent that such proceeds are sufficient to do so) payment on the same percentage of the aggregate amount of the Obligations hereunder as the holders of the Obligations under (and as defined in) the US Credit Agreement shall have received of the Obligations (as defined in the US Credit Agreement) thereunder. (b) Each of the Administrative Agent, the Collateral Agent and each Lender hereby agrees that it shall not be entitled to receive the proceeds of any Collateral provided pursuant to the Security Documents under (and as defined in) the US Credit Agreement or any Guarantee under (and as defined in) the US Credit Agreement to the extent that the Administrative Agent, the Collateral Agent and the Lenders have received any payment of all proceeds or part of the amounts owing to it hereunder and under the other Loan Documents, or have received any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Subsection 12(g) or otherwise), in a greater proportion than any such payment to or collateral received by the Administrative Agent, the Collateral Agent and the Lenders under (and as defined in) the US Credit Agreement in respect of any sale, any collection from, or other realization upon all or any part of amounts owing to them thereunder and under the Collateral Loan Documents (as well as any Collateral consisting of cash shall be applied in full defined therein). Notwithstanding anything to the contrary contained herein or in part by the Administrative Agent against, the Secured Obligations in the following order of priority: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with , each Lender agrees that it will not exercise any rights available to it under the Bank Act Security until such collection or sale or otherwise in connection with time as the Loans hereunder and all other amounts owing under this Security Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs Agreement and the reasonable fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the extent of any excess of such proceeds, to the payment in full of the Secured Obligations (the amounts so applied Notes have been declared to be distributed among the Secured Parties pro rata due and payable in accordance with the amounts provisions of Section 12, unless the Secured Obligations owed to them on the date existence of any such distribution) with the amount allocable statutory Liens in favor of third parties ranking prior to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRD, to the extent of any excess of such proceeds to the applicable Grantor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale Lien of the Collateral Agent and the Lenders under the Security Agreements (other than the Bank Act Security) would substantially reduce the proceeds of realization under such Security Agreements (as determined by the Administrative Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceedingbased upon advice from Canadian legal counsel), in which event the receipt Lenders shall enforce the Bank Act Security prior to the enforcement of the purchase money by Security under the Administrative Agent or Security Documents generally. (c) Notwithstanding anything to the contrary contained herein, the foregoing provisions of this subsection 14.14 and subsection 14.14 of the officer making US Credit Agreement are intended to constitute an inter-creditor agreement between the sale Lenders and the Lenders under (and as defined in) the US Credit Agreement. The provisions of this subsection 14.14 are not intended to inure to the benefit of any third party beneficiaries and nothing contained herein shall be a sufficient discharge deemed to impair the purchaser or purchasers perfection and/or priority of security interests (and the applicable equivalents thereof) and other rights of the Lenders hereunder and Lenders under (and as defined in) the US Credit Agreement in the Collateral so sold hereunder or thereunder (and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable as defined in any way for the misapplication thereoftherein).

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, (x) in the case of any Event of Default under Section 9.1(j), immediately following the occurrence and during the continuance thereof, (y) on and after the Revolving Credit Maturity Date, and (z) in the case of any other Event of Default that is continuing: (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 upon the termination of the Revolving Credit AgreementAggregate Commitment, or (b) the acceleration of any Indebtedness arising under this Agreement (other than Commodity Hedging Agreements and Interest Rate Agreements), or (c) at Administrative Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any remedies hereunder, all proceeds realized from the liquidation or other disposition of Collateral or otherwise received after maturity of the Indebtedness, whether by acceleration or otherwise, shall be applied: (a) first, to payment or reimbursement of that portion of the Indebtedness constituting reasonable fees, expenses and indemnities payable to the Administrative Agent in its capacity as such; (b) second, pro rata to payment or reimbursement of that portion of the Indebtedness constituting reasonable fees, expenses and indemnities payable to the Lenders; (c) third, pro rata to payment of accrued interest on Advances; (d) fourth, pro rata to payment of principal outstanding on Advances, and the payment of Lender Hedging Obligations and Lender Product Obligations; (e) fifth, pro rata to any other Indebtedness; (f) sixth, to serve as cash collateral to be held by the Administrative Agent in respect of any saleto secure Reimbursement Obligations; and (g) seventh, any collection fromexcess, or other realization upon after all or any part of the Collateral as well as any Collateral consisting of cash Indebtedness shall have been paid in full in cash, shall be applied in full or in part by the Administrative Agent against, the Secured Obligations in the following order of priority: FIRST, paid to the payment of all reasonable costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the extent of any excess of such proceeds, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRD, to the extent of any excess of such proceeds to the applicable Grantor, its successors or assigns, Borrower or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral required by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereoflaw.

Application of Proceeds of Collateral. Upon the occurrence and during the continuance of an Event of Default, (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 all payments received on account of the Credit AgreementObligations, whether from Borrower or any Subsidiary Guarantor or otherwise, shall be applied by Administrative Agent against the Obligations and (b) all proceeds received by the Administrative Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral as well as under any Collateral consisting Document shall either be, in the discretion of cash shall be Administrative Agent, held by Administrative Agent as Collateral for, or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document), in each case of clauses (a) and (b) above, in the following order of priority: FIRST, to : (a) To the payment of all reasonable costs and expenses incurred by the Administrative Agent (in its capacity as of such hereunder or under any other Loan Document) in connection with such sale, collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligationsrealization, including all out of pocket court costs and the reasonable fees and expenses of Administrative Agent and its agents and legal counsel, and all other expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to compensation (including the fees described in subsection 2.3), reimbursement and indemnification under the Credit Agreement (in its capacity as the Administrative Agent such Loan Document and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred by Administrative Agent in connection with the exercise of any right or remedy hereunder or under any other such Loan Document; SECOND, all in accordance with the terms of this Agreement and such Loan Document; (b) thereafter, to the extent of any excess of such proceeds, to the payment in full of all Revolving Loans and Swing Line Loans that have been advanced by Administrative Agent or the Swing Line Lender and to the reimbursement of the Secured Obligations (Issuing Bank for all draws on Letters of Credit for which the amounts so applied to be distributed among the Secured Parties pro rata Issuing Bank has not otherwise been reimbursed in accordance with the amounts terms of the Secured Obligations owed to them on the date of any such distributionthis Agreement; (c) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRDthereafter, to the extent of any excess of such proceeds proceeds, to the payment of all other such Secured Obligations (as such term is defined in the applicable GrantorCollateral Document) for the ratable benefit of the holders thereof; and (d) thereafter, its successors to the extent of any excess of such proceeds, to the payment to or assigns, upon the order of such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 of the Credit Agreement------------------------------------- subsection 2.4B(iii)(a) with respect to prepayments from Net Asset Sale Proceeds, all proceeds received by the Administrative Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral as well as under any Collateral consisting Document upon the occurrence and during the continuation of cash shall an Event of Default or Potential Event of Default, may, in the discretion of Administrative Agent, be held by Administrative Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document) in the following order of priority: FIRST, to : (a) To the payment of all reasonable costs and expenses incurred by the of such sale, collection or other realization, including reasonable compensation to Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, and all other expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent such Collateral Document and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred by Administrative Agent in connection with the exercise of any right or remedy hereunder or under any other Loan such Collateral Document; SECOND, all in accordance with the terms of this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to the payment in full of all other such Secured Obligations for the ratable benefit of the Secured Obligations holders thereof; and (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distributionc) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRDthereafter, to the extent of any excess such proceeds, to the payment to or upon the order of such proceeds Loan Party or to whosoever may be lawfully entitled to receive the applicable Grantor, its successors or assigns, same or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere Notwithstanding any provision to the contrary in this Security Agreement and in Section 6.11 any Collateral Document, the proceeds of any property of the Credit Agreement, all proceeds Company or the Guarantors which is subject to the Liens of the Administrative Agent pursuant to the Loan Documents received by the Administrative Agent in respect upon the occurrence and during the continuation of any sale, any collection from, or other realization upon all or any part Event of the Collateral as well as any Collateral consisting of cash Default shall be applied in full or in part by to the Administrative Agent against, Company's and the Secured Obligations in Guarantors' obligations under the following order of priorityLoan Documents as follows: FIRST, to the payment of all reasonable costs and expenses incurred by of the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise collection and enforcement of the obligations or of the security interest granted to the Administrative Agent pursuant to the Loan Documents, including all costs and expenses of any right or remedy hereunder or under sale pursuant to any other Loan Document, and of any judicial or private proceedings in which such sale may be made, and of all other expenses, obligations and advances made or incurred by the Administrative Agent; SECOND, to payment, pro rata, of accrued and unpaid interest and fees (other than those with respect to the Cash Management Obligations), together with (to the extent of any excess of such proceeds, to permitted by law) interest owing thereon at the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on applicable default rate from the date of any such distribution) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations due, owing or unpaid until paid in the manner set forth in Section 8.3 of the Credit Agreementfull; and THIRD, to payment, pro rata, of the extent principal amount of any excess the outstanding Loans, then due and payable; FOURTH, to payment for cash collateralization of such proceeds all undrawn Letters of Credit and all unreimbursed draws with respect to Letters of Credit (pursuant to documentation acceptable to the applicable Grantor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as the Banks); FIFTH, to the time payment of application all outstanding Cash Management Obligations and cash collateralization of any such proceeds, monies or balances all contingent Cash Management Obligations (pursuant to documentation and in accordance with this Security Agreement. Upon any sale of the Collateral amount reasonably determined by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceedingAgent); and SIXTH, the receipt balance, if any, after all of the purchase money foregoing obligations have been satisfied, to or at the direction of the Company. The Company and the Guarantors shall remain liable for any deficiency if the proceeds of any sale or other disposition of the collateral are insufficient to pay the foregoing obligations, including, without limitation, the fees and disbursements of any attorneys engaged by the Administrative Agent or of the officer making the sale shall be a sufficient discharge any Bank to the purchaser or purchasers of the Collateral so sold and collect such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereofdeficiency.

Application of Proceeds of Collateral. Upon termination of the Revolving Loan Commitments or upon the occurrence and during the continuation of an Event of Default, if requested by Requisite Lenders (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 all payments received on account of the Credit AgreementObligations, whether from Company, from any Subsidiary Guarantor or otherwise, shall be applied by Administrative Agent against the Obligations and (b) all proceeds received by the Administrative Agent in respect of any salesale of, any collection from, or other realization upon all or any part of the Collateral as well as under any Collateral consisting Document may, in the discretion of cash shall Administrative Agent, be held by Administrative Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document) in the following order of priority: FIRST, to : (a) To the payment of all reasonable costs and expenses incurred by the of such sale, collection or other realization, including reasonable compensation to Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, and all other expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent such Collateral Document and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred by Administrative Agent in connection with the exercise of any right or remedy hereunder or under any other Loan such Collateral Document; SECOND, all in accordance with the terms of this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to the payment in full of the all other such Secured Obligations (as defined in such Collateral Document) for the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts ratable benefit of the Secured Obligations owed to them on the date of any such distributionholders thereof; and (c) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and THIRDthereafter, to the extent of any excess such proceeds, to the payment to or upon the order of such proceeds Loan Party or to whosoever may be lawfully entitled to receive the applicable Grantor, its successors or assigns, same or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.