Common use of Application of Proceeds of Sale Clause in Contracts

Application of Proceeds of Sale. The proceeds of any sale of Collateral pursuant to Section 7.1 hereof, as well as any Collateral consisting of cash, shall be applied by the Agent as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Agent in connection with such sale or otherwise in connection with this Agreement or any of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of its agents and one legal counsel, the repayment of all advances made hereunder or under any other Loan Document by the Agent on behalf of the Debtor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder; SECOND, to the payment in full of all other Obligations that are payable to the Agent including, without limitation, all expense reimbursements and indemnities; THIRD, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Issuing Banks in connection with the Credit Agreement, any Letter of Credit, or any of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of their agents and one legal counsel; FOURTH, to the payment in full of all other Obligations that are payable to the Issuing Banks, including, without limitation, all Letter of Credit disbursements and all accrued and unpaid interest thereon and all Letter of Credit fees; FIFTH, to the payment in full of the Obligations, pro rata among the Banks in accordance with the amounts of the Loans held by them, or, if no Loans shall be outstanding, in accordance with the amounts of their Commitments; SIXTH, if any Letter of Credit remains outstanding, the Agent, after making the applications required by paragraphs "FIRST" through "FIFTH" above, SEVENTH, provided that all of the Obligations have been paid and performed in full and all Commitments and Letters of Credit have terminated, to the Debtor, or its successors or assigns, or to whomsoever may lawfully be entitled to the same, or as a court of competent jurisdiction may otherwise direct. Upon any sale of the Collateral by the Agent (including, without limitation, a sale pursuant to any applicable Uniform Commercial Code or under a judicial proceeding), the receipt of the 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 Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Sale. The proceeds of any sale of Collateral pursuant to Section 7.1 5.1 hereof, as well as any Collateral consisting of cash, shall be applied by the Agent as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Agent in connection with such sale or otherwise in connection with this Agreement or any of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of its agents and one legal counsel, the repayment of all advances made hereunder or under any other Loan Document by the Agent on behalf of the Debtor any Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder; SECOND, to the payment in full of all other Obligations that are payable to the Agent or the Documentation Agent including, without limitation, all expense reimbursements and indemnities; THIRD, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Issuing Banks in connection with the Credit Agreement, any Letter of Credit, or any of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of their agents and one legal counsel; FOURTH, to the payment in full of all other Obligations that are payable to the Issuing Banks, including, without limitation, all Letter of Credit disbursements and all accrued and unpaid interest thereon and all Letter of Credit fees; FIFTH, to the payment in full of the Obligations, pro rata among the Banks in accordance with the amounts of the Loans held by them, or, if no Loans shall be outstanding, in accordance with the amounts of their Commitments; SIXTH, if any Letter of Credit remains outstanding, the Agent, after making the applications required by paragraphs "FIRST" through "FIFTH" above, shall hold back and retain as Collateral for the Obligations an amount equal to the aggregate face amounts of all outstanding Letters of Credit; and SEVENTH, provided that all of the Obligations have been paid and performed in full and all Commitments and Letters of Credit have terminated, to the DebtorPledgors, or its their respective successors or assigns, or to whomsoever may lawfully be entitled to the same, or as a court of competent jurisdiction may otherwise direct. Upon any sale of the Collateral by the Agent (including, without limitation, a sale pursuant to any applicable Uniform Commercial Code or under a judicial proceeding), the receipt of the 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 Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Sale. The Collateral Agent shall apply the proceeds of any collection or sale of Collateral pursuant to Section 7.1 hereofthe Italian Collateral, as well as any Italian Collateral consisting of cash, shall be applied by the Agent as follows: FIRST, to the payment of any Revolver Obligations outstanding, to the extent the Revolving Loan Documentation is in force; SECOND, to the payment of all reasonable out-of-pocket costs and reasonable expenses incurred by the Trustee or the Collateral Agent (in its capacity as such hereunder or under any other Transaction Document) in connection with such collection or sale or otherwise in connection with this Agreement or any of the Indenture Obligations, including, but not limited to, including all court costs and the reasonable fees and expenses of its agents and one legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Transaction Document by the Agent on behalf of the Debtor any Pledgor and Guarantor, and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder; SECOND, to the payment in full of all hereunder or under any other Obligations that are payable to the Agent including, without limitation, all expense reimbursements and indemnitiesTransaction Document; THIRD, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Issuing Banks in connection with the Credit Agreement, any Letter of Credit, or any of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of their agents and one legal counsel; FOURTH, to the payment in full of all other Obligations that are payable to the Issuing Banks, including, without limitation, all Letter of Credit disbursements and all accrued and unpaid interest thereon and all Letter of Credit fees; FIFTH, to the payment in full of the Obligations, Indenture Obligations (the amounts so applied to be distributed among the Secured Parties pro rata among the Banks in accordance with the amounts of the Loans held by them, or, if no Loans shall be outstanding, in accordance with Indenture Obligations owed to them on the amounts date of their Commitmentsany such distribution); SIXTH, if any Letter of Credit remains outstanding, the Agent, after making the applications required by paragraphs "FIRST" through "FIFTH" above, SEVENTH, provided that all of the Obligations have been paid and performed in full and all Commitments and Letters of Credit have terminatedFOURTH, to the DebtorPledgor and Guarantor, or its successors or assigns, or to whomsoever may lawfully be entitled to the same, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Italian Collateral by the Collateral Agent (including, without limitation, a sale including pursuant to any applicable Uniform Commercial Code authority to sell granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent in the name and on behalf of the 9 of 34 Secured Parties or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Italian Collateral so sold and such purchaser or purchasers shall not be obligated to see have no obligation with respect to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable liable in any way for the misapplication thereof."

Application of Proceeds of Sale. The In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any sale of Collateral pursuant to Section 7.1 hereof6, as well as any Collateral consisting of cash, shall be applied by the Agent as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Trustee or the Collateral Agent (in its capacity as such hereunder or under any other Indenture Document) in connection with such collection or sale or otherwise in connection with this Agreement Agreement, any other Indenture Document or any of the Obligations (or any such costs and expenses incurred by a trustee or a collateral agent in connection with Other Second-Lien Obligations), including, but not limited to, including all court costs and the reasonable fees and expenses of its agents and one legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Loan Indenture Document by the Agent on behalf of the Debtor any Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunderhereunder or under any other Indenture Document and any other amounts due to the Trustee or the Collateral Agent under Section 7.07 of the Indenture; SECOND, to the payment in full of all other the Obligations that are payable owed to the Agent including, without limitation, all expense reimbursements Holders and indemnities; THIRD, any Other Second-Lien Obligations owed to holders of such Indebtedness (the payment amounts so applied to be distributed among the Holders and any holders of all reasonable outOther Second-of-pocket costs and expenses incurred by the Issuing Banks in connection with the Credit Agreement, any Letter of Credit, or any of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of their agents and one legal counsel; FOURTH, to the payment in full of all other Lien Obligations that are payable to the Issuing Banks, including, without limitation, all Letter of Credit disbursements and all accrued and unpaid interest thereon and all Letter of Credit fees; FIFTH, to the payment in full of the Obligations, pro rata among the Banks in accordance with the amounts of the Loans held by them, or, if no Loans shall be outstanding, in accordance with Obligations owed to the amounts Holders and Other Second-Lien Obligations owed to holders of their Commitmentssuch Indebtedness on the date of any such distribution); SIXTH, if any Letter of Credit remains outstanding, the Agent, after making the applications required by paragraphs "FIRST" through "FIFTH" above, SEVENTH, provided that all of the Obligations have been paid and performed in full and all Commitments and Letters of Credit have terminatedTHIRD, to the DebtorPledgors, or its their successors or assigns, or to whomsoever may lawfully be entitled to the same, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. The Collateral Agent may fix a record date and payment date for any payment to Holders pursuant to this Section 7. At least 15 days before such record date, the Collateral Agent shall mail to each Holder and the Issuer a notice that states the record date, the payment date and the amount to be paid. Upon any sale of the Collateral by the Collateral Agent (including, without limitation, a sale including pursuant to any applicable Uniform Commercial Code a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral 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 Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Sale. The proceeds of any collection or sale of Pledged Collateral pursuant to Section 7.1 hereof6, as well as any Pledged Collateral consisting of cash, shall be applied by the Collateral Agent as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses incurred by either Administrative Agent (as defined in each Credit Agreement) or the 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 Agreement Agreement, any other Loan Document or any of the Guaranteed Obligations, including, but not limited to, including all court costs and the reasonable fees and expenses of its agents and one legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Document by the Agent on behalf of the Debtor any Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunderhereunder or under any other Loan Document; SECOND, to the payment in full of all other the New Agreement Guaranteed Obligations that are payable (as defined in the Security Agreement) (the amounts so applied to be distributed among the Agent including, without limitation, all expense reimbursements and indemnitiesNew Agreement Secured Parties PRO RATA in accordance with the amounts of the New Agreement Guaranteed Obligations owed to them on the date of any such distribution); THIRD, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Issuing Banks in connection with the Credit Agreement, any Letter of Credit, or any of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of their agents and one legal counsel; FOURTH, to the payment in full of all other Obligations that are payable to the Issuing Banks, including, without limitation, all Letter of Credit disbursements and all accrued and unpaid interest thereon and all Letter of Credit fees; FIFTH, to the payment in full of the Obligations, pro rata Existing Agreement Guaranteed Obligations (as defined in the Security Agreement) (the amounts so applied to be distributed among the Banks Existing Agreement Secured Parties PRO RATA in accordance with the amounts of the Loans held by them, or, if no Loans shall be outstanding, in accordance with Existing Agreement Guaranteed Obligations owed to them on the amounts date of their Commitmentsany such distribution); SIXTH, if any Letter of Credit remains outstanding, the Agent, after making the applications required by paragraphs "FIRST" through "FIFTH" above, SEVENTH, provided that all of the Obligations have been paid and performed in full and all Commitments and Letters of Credit have terminatedFOURTH, to the DebtorPledgors, or its their successors or assigns, or to whomsoever may lawfully be entitled to the same, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Pledged Collateral by the Collateral Agent (including, without limitation, a sale including pursuant to any applicable Uniform Commercial Code a power of sale granted by statute or under a judicial proceeding), the receipt of any such proceeds, moneys or balances by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Pledged 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 Pledged Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Sale. The proceeds of any a foreclosure sale of Collateral pursuant to Section 7.1 hereof, as well as any Collateral consisting of cash, ------------------------------- or sales shall be applied by first to (a) the Agent as follows: FIRSTreasonable expenses of holding, to preparing for sale, selling and the payment of all like, reasonable out-of-pocket costs attorneys' fees and legal expenses incurred by the Agent in connection with such sale or otherwise in connection with this Agreement or any of Pledgee; and then to (b) the Obligations, including, but not limited to, all court costs obligations secured by the security interest herein created and the reasonable fees and expenses of its agents and one legal counselsurplus, the repayment of all advances made hereunder or under any other Loan Document by the Agent on behalf of the Debtor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder; SECONDif any, to the payment in full Pledgor or to such other Persons legally entitled thereto. If after application of all other Obligations that are payable to the Agent including, without limitation, all expense reimbursements and indemnities; THIRD, to the payment of all reasonable out-of-pocket costs and expenses incurred such proceeds realized upon by the Issuing Banks in connection with Pledgee, there is a deficiency under the Credit Agreement, any Letter of Credit, Guaranty Agreement or any of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of their agents and one legal counsel; FOURTH, to the payment in full of all other Obligations that are payable to the Issuing Banks, including, without limitation, all Letter of Credit disbursements and all accrued and unpaid interest thereon and all Letter of Credit fees; FIFTH, to the payment in full of the Obligations, pro rata among the Banks in accordance with the amounts of the Loans held by them, or, if no Loans shall be outstanding, in accordance with the amounts of their Commitments; SIXTH, if any Letter of Credit remains outstandinghereunder, the Agent, after making Pledgor shall remain liable therefor. The Pledgor recognizes that the applications required by paragraphs "FIRST" through "FIFTH" above, SEVENTH, provided that all of the Obligations have been paid and performed in full and all Commitments and Letters of Credit have terminated, Pledgee may be unable to the Debtor, or its successors or assigns, or to whomsoever may lawfully be entitled to the same, or as effect a court of competent jurisdiction may otherwise direct. Upon any public sale of the Collateral by reason of certain prohibitions contained in the Agent (includingAct, without limitationbut may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Pledgor agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and notwithstanding such circumstances, any such private sales shall be deemed to have been made in a commercially reasonable manner. The Pledgee shall be under no obligation to order or permit the Collateral to be sold at a public sale or to delay a sale pursuant to of any applicable Uniform Commercial Code or under a judicial proceeding), the receipt of the Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and for the period of time necessary to permit the issuer of such purchaser securities to register such securities under the Act or purchasers under applicable state securities laws for public sale under the Act, as amended, even if the issuer would agree to do so. If, at any time when the Pledgee shall not be obligated determine to see exercise its right to sell the application of whole or any part of the purchase money paid over Collateral hereunder, such Collateral, or the part thereof, to be sold shall not, for any reason whatsoever, be effectively registered under the Act, the Pledgee may, in its sole discretion (subject only to applicable requirements of law), sell such Collateral, or part thereof, by private sale in such manner and under such circumstances as the Pledgee may deem necessary or advisable, but subject to the Agent other requirements of this Section ------- 10, and shall not be required to effect such registration or such officer or to cause the same to be answerable in any way for the misapplication thereofeffected.

Application of Proceeds of Sale. The proceeds of any a foreclosure sale of Collateral pursuant to Section 7.1 hereof, as well as any Collateral consisting of cash, ------------------------------- or sales shall be applied by first to (a) the Agent as follows: FIRSTreasonable expenses of holding, to preparing for sale, selling and the payment of all like, reasonable out-of-pocket costs attorneys' fees and legal expenses incurred by the Agent in connection with such sale or otherwise in connection with this Agreement or any of Pledgee; and then to (b) the Obligations, including, but not limited to, all court costs obligations secured by the security interest herein created and the reasonable fees and expenses of its agents and one legal counselsurplus, the repayment of all advances made hereunder or under any other Loan Document by the Agent on behalf of the Debtor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder; SECONDif any, to the payment in full Pledgor or to such other Persons legally entitled thereto. If after application of all other Obligations that are payable to the Agent including, without limitation, all expense reimbursements and indemnities; THIRD, to the payment of all reasonable out-of-pocket costs and expenses incurred such proceeds realized upon by the Issuing Banks in connection with Pledgee, there is a deficiency under the Credit Agreement, any Letter of Credit, Agreement or any of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of their agents and one legal counsel; FOURTH, to the payment in full of all other Obligations that are payable to the Issuing Banks, including, without limitation, all Letter of Credit disbursements and all accrued and unpaid interest thereon and all Letter of Credit fees; FIFTH, to the payment in full of the Obligations, pro rata among the Banks in accordance with the amounts of the Loans held by them, or, if no Loans shall be outstanding, in accordance with the amounts of their Commitments; SIXTH, if any Letter of Credit remains outstandinghereunder, the Agent, after making Pledgor shall remain liable therefor. The Pledgor recognizes that the applications required by paragraphs "FIRST" through "FIFTH" above, SEVENTH, provided that all of the Obligations have been paid and performed in full and all Commitments and Letters of Credit have terminated, Pledgee may be unable to the Debtor, or its successors or assigns, or to whomsoever may lawfully be entitled to the same, or as effect a court of competent jurisdiction may otherwise direct. Upon any public sale of the Collateral by reason of certain prohibitions contained in the Agent (includingAct, without limitationbut may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Pledgor agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and notwithstanding such circumstances, any such private sales shall be deemed to have been made in a commercially reasonable manner. The Pledgee shall be under no obligation to order or permit the Collateral to be sold at a public sale or to delay a sale pursuant to of any applicable Uniform Commercial Code or under a judicial proceeding), the receipt of the Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and for the period of time necessary to permit the issuer of such purchaser securities to register such securities under the Act or purchasers under applicable state securities laws for public sale under the Act, as amended, even if the issuer would agree to do so. If, at any time when the Pledgee shall not be obligated determine to see exercise its right to sell the application of whole or any part of the purchase money paid over Collateral hereunder, such Collateral, or the part thereof, to be sold shall not, for any reason whatsoever, be effectively registered under the Act, the Pledgee may, in its sole discretion (subject only to applicable requirements of law), sell such Collateral, or part thereof, by private sale in such manner and under such circumstances as the Pledgee may deem necessary or advisable, but subject to the Agent other requirements of this Section ------- 11, and shall not be required to effect such registration or such officer or to cause the same to be answerable in any way for the misapplication thereofeffected.

Application of Proceeds of Sale. The proceeds of any sale sale, disposition or other realization upon all or any part of the Securities Collateral pursuant to Section 7.1 hereof, as well as any Collateral consisting of cash, shall be applied distributed by Lender in the Agent as followsfollowing order of priorities: FIRSTfirst, to Lender in an amount sufficient to pay in full the payment expenses of all reasonable out-of-pocket costs and expenses incurred by the Agent Lender in connection with such sale sale, disposition or otherwise other realization, including all expenses, liabilities and advances incurred or made by Lender in connection with this Agreement or any of the Obligationstherewith, including, but not limited to, all court costs and the including reasonable attorneys' fees and expenses of its agents and one legal counsel, the repayment of all advances made hereunder or under any other Loan Document by the Agent on behalf of the Debtor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunderexpenses; SECONDsecond, to Lender until the other Obligations are paid in full; and third, upon payment in full of all other Obligations that are payable to the Agent including, without limitation, all expense reimbursements and indemnities; THIRD, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Issuing Banks in connection with the Credit Agreement, any Letter of Credit, or any of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of their agents and one legal counsel; FOURTH, to the payment in full of all other Obligations that are payable to the Issuing Banks, including, without limitation, all Letter of Credit disbursements and all accrued and unpaid interest thereon and all Letter of Credit fees; FIFTH, to the payment in full of the Obligations, pro rata among the Banks in accordance with the amounts of the Loans held by them, or, if no Loans shall be outstanding, in accordance with the amounts of their Commitments; SIXTH, if any Letter of Credit remains outstanding, the Agent, after making the applications required by paragraphs "FIRST" through "FIFTH" above, SEVENTH, provided that all of the Obligations have been paid and performed in full and all Commitments and Letters of Credit have terminated, to the DebtorPledgor, or its successors or assigns, or to whomsoever may lawfully be entitled to the same, Pledgor’s representatives or as a court of competent jurisdiction or Pledgor may otherwise direct. Upon Pledgor shall indemnify and hold harmless Lender, its directors, managers, officers, employees, agents and parent, and affiliated entities, and each of them, from and against any sale and all liabilities, obligations, claims, damages, or expenses incurred by any of them arising out of or by reason of entering into this Agreement or the consummation of the Collateral transactions contemplated by this Agreement and to pay or reimburse Lender for the Agent fees and disbursements of counsel incurred in connection with any investigation, litigation or other proceedings (including, without limitation, whether or not Lender is a sale pursuant to party thereto) arising out of or by reason of any applicable Uniform Commercial Code or under a judicial proceeding), the receipt of the Agent or aforesaid. Lender will promptly give each Pledgor written notice of the officer making assertion of any claim which it believes is subject to the sale indemnity set forth in this Section 8 and will upon the request of each Pledgor promptly furnish such Pledgor with all material in its possession relating to such claim or the defense thereof to the extent that Lender may do so without breach of duty to others. Any amounts properly due under this Section 8 shall be a sufficient discharge payable 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 Agent or such officer or be answerable in any way for the misapplication thereofLender immediately upon demand.

Application of Proceeds of Sale. The proceeds of any sale of Collateral pursuant to Section 7.1 5.1 hereof, as well as any Collateral consisting of cash, shall be applied by the Agent as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Agent in connection with such sale or otherwise in connection with this Agreement or any of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of its agents and one legal counsel, the repayment of all advances made hereunder or under any other Loan Document by the Agent on behalf of the any Debtor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder; SECOND, to the payment in full of all other Obligations that are payable to the Agent or the Documentation Agent including, without limitation, all expense reimbursements and indemnities; THIRD, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Issuing Banks in connection with the Credit Agreement, any Letter of Credit, or any of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of their agents and one legal counsel; FOURTH, to the payment in full of all other Obligations that are payable to the Issuing Banks, including, without limitation, all Letter of Credit disbursements and all accrued and unpaid interest thereon and all Letter of Credit fees; FIFTH, to the payment in full of the Obligations, pro rata among the Banks in accordance with the amounts of the Loans held by them, or, if no Loans shall be outstanding, in accordance with the amounts of their Commitments; SIXTH, if any Letter of Credit remains outstanding, the Agent, after making the applications required by paragraphs "FIRST" through "FIFTH" above, shall hold back and retain as Collateral for the Obligations an amount equal to the aggregate face amounts of all outstanding Letters of Credit; and SEVENTH, provided that all of the Obligations have been paid and performed in full and all Commitments and Letters of Credit have terminated, to the Debtor, Debtors or its their successors or assigns, or to whomsoever may lawfully be entitled to the same, or as a court of competent jurisdiction may otherwise direct. Upon any sale of the Collateral by the Agent (including, without limitation, a sale pursuant to any applicable Uniform Commercial Code or under a judicial proceeding), the receipt of the 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 Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Sale. The proceeds of any sale of Collateral pursuant to Section 7.1 5.1 hereof, as well as any Collateral consisting of cash, shall be applied by the Agent as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Agent in connection with such sale or otherwise in connection with this Agreement or any of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of its agents and one legal counsel, the repayment of all advances made hereunder or under any other Loan Document by the Agent on behalf of the Debtor any Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder; SECOND, to the payment in full of all other Obligations that are payable to the Agent including, without limitation, all expense reimbursements and indemnities; THIRD, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Issuing Banks in connection with the Credit Agreement, any Letter of Credit, or any of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of their agents and one legal counsel; FOURTH, to the payment in full of all other Obligations that are payable to the Issuing Banks, including, without limitation, all Letter of Credit disbursements and all accrued and unpaid interest thereon and all Letter of Credit fees; FIFTH, to the payment in full of the Obligations, pro rata among the Banks in accordance with the amounts of the Loans held by them, or, if no Loans shall be outstanding, in accordance with the amounts of their Commitments; SIXTH, if any Letter of Credit remains outstanding, the Agent, after making the applications required by paragraphs "FIRST" through "FIFTH" above, shall hold back and retain as Collateral for the Obligations an amount equal to the aggregate face amounts of all outstanding Letters of Credit; and SEVENTH, provided that all of the Obligations have been paid and performed in full and all Commitments and Letters of Credit have terminated, to the DebtorPledgors, or its their respective successors or assigns, or to whomsoever may lawfully be entitled to the same, or as a court of competent jurisdiction may otherwise direct. Upon any sale of the Collateral by the Agent (including, without limitation, a sale pursuant to any applicable Uniform Commercial Code or under a judicial proceeding), the receipt of the 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 Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Sale. The Collateral Trustee shall apply the proceeds of any collection or sale of Collateral pursuant to Section 7.1 hereofthe Collateral, as well as any Collateral consisting of cash, in the manner set forth in the Collateral Trust Agreement; provided, however, that if the Collateral Trust Agreement shall not be in effect, such proceeds and cash shall be applied by the Agent as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Agent or the Collateral Trustee (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 Agreement or any of the Obligations, including, but not limited to, including all court costs and the reasonable fees and expenses of its agents and one legal counsel, the repayment of all advances made by the Collateral Trustee or any Secured Party hereunder or under any other Loan Document by the Agent on behalf of the Debtor any Subsidiary Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunderhereunder or under any other Loan Document; SECOND, to the payment in full of all other Obligations that are payable to the Agent including, without limitation, all expense reimbursements and indemnities; THIRD, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Issuing Banks in connection with the Credit Agreement, any Letter of Credit, or any Agreement Obligations (the amounts so applied to be distributed among the holders of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of their agents and one legal counsel; FOURTH, to the payment in full of all other Credit Agreement Obligations that are payable to the Issuing Banks, including, without limitation, all Letter of Credit disbursements and all accrued and unpaid interest thereon and all Letter of Credit fees; FIFTH, to the payment in full of the Obligations, pro rata among the Banks in accordance with the amounts of the Loans held by them, or, if no Loans shall be outstanding, in accordance with Credit Agreement Obligations owed to them on the amounts date of their Commitmentsany such distribution); SIXTH, if any Letter of Credit remains outstanding, the Agent, after making the applications required by paragraphs "FIRST" through "FIFTH" above, SEVENTH, provided that all of the Obligations have been paid and performed in full and all Commitments and Letters of Credit have terminatedTHIRD, to the DebtorSubsidiary Pledgors, or its their successors or assigns, or to whomsoever may lawfully be entitled to the same, or as a court of competent jurisdiction may otherwise direct. The Collateral Trustee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Agent Collateral Trustee (including, without limitation, a sale including pursuant to any applicable Uniform Commercial Code a power of sale granted by statute or under a judicial proceeding), the receipt of any such proceeds, moneys or balances by the Agent Collateral Trustee 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 Agent Collateral Trustee or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Sale. The proceeds of any a foreclosure sale of Collateral pursuant to Section 7.1 hereof, as well as any Collateral consisting of cash, ------------------------------- or sales shall be applied by first to (a) the Agent as follows: FIRSTreasonable expenses of holding, to preparing for sale, selling and the payment of all like, reasonable out-of-pocket costs attorneys' fees and legal expenses incurred by the Agent in connection with such sale or otherwise in connection with this Agreement or any of Pledgee; and then to (b) the Obligations, including, but not limited to, all court costs obligations secured by the security interest herein created and the reasonable fees and expenses of its agents and one legal counselsurplus, the repayment of all advances made hereunder or under any other Loan Document by the Agent on behalf of the Debtor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder; SECONDif any, to the payment in full Pledgor or to such other Persons legally entitled thereto. If after application of all other Obligations that are payable to the Agent including, without limitation, all expense reimbursements and indemnities; THIRD, to the payment of all reasonable out-of-pocket costs and expenses incurred such proceeds realized upon by the Issuing Banks in connection with Pledgee, there is a deficiency under the Credit Agreement, any Letter of Credit, Guaranty Agreement or any of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of their agents and one legal counsel; FOURTH, to the payment in full of all other Obligations that are payable to the Issuing Banks, including, without limitation, all Letter of Credit disbursements and all accrued and unpaid interest thereon and all Letter of Credit fees; FIFTH, to the payment in full of the Obligations, pro rata among the Banks in accordance with the amounts of the Loans held by them, or, if no Loans shall be outstanding, in accordance with the amounts of their Commitments; SIXTH, if any Letter of Credit remains outstandinghereunder, the Agent, after making Pledgor shall remain liable therefor. The Pledgor recognizes that the applications required by paragraphs "FIRST" through "FIFTH" above, SEVENTH, provided that all of the Obligations have been paid and performed in full and all Commitments and Letters of Credit have terminated, Pledgee may be unable to the Debtor, or its successors or assigns, or to whomsoever may lawfully be entitled to the same, or as effect a court of competent jurisdiction may otherwise direct. Upon any public sale of the Collateral by reason of certain prohibitions contained in the Agent (includingAct, without limitationbut may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Pledgor agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and notwithstanding such circumstances, any such private sales shall be deemed to have been made in a commercially reasonable manner. The Pledgee shall be under no obligation to order or permit the Collateral to be sold at a public sale or to delay a sale pursuant to of any applicable Uniform Commercial Code or under a judicial proceeding), the receipt of the Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and for the period of time necessary to permit the issuer of such purchaser securities to register such securities under the Act or purchasers under applicable state securities laws for public sale under the Act, as amended, even if the issuer would agree to do so. If, at any time when the Pledgee shall not be obligated determine to see exercise its right to sell the application of whole or any part of the purchase money paid over Collateral hereunder, such Collateral, or the part thereof, to be sold shall not, for any reason whatsoever, be effectively registered under the Act, the Pledgee may, in its sole discretion (subject only to applicable requirements of law), sell such Collateral, or part thereof, by private sale in such manner and under such circumstances as the Pledgee may deem necessary or advisable, but subject to the Agent other requirements of this Section 10, and shall not be required to effect such registration or such officer or to cause ---------- the same to be answerable in any way for the misapplication thereofeffected.

Application of Proceeds of Sale. The proceeds of any sale of Collateral pursuant to Section 7.1 5.1 hereof, as well as any Collateral consisting of cash, shall be applied by the Agent as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Agent in connection with such sale or otherwise in connection with this Agreement or any of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of its agents and one legal counsel, the repayment of all advances made hereunder or under any other Loan Document by the Agent on behalf of the either Debtor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder; SECOND, to the payment in full of all other Obligations that are payable to the Agent or the Documentation Agent including, without limitation, all expense reimbursements and indemnities; THIRD, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Issuing Banks in connection with the Credit Agreement, any Letter of Credit, or any of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of their agents and one legal counsel; FOURTH, to the payment in full of all other Obligations that are payable to the Issuing Banks, including, without limitation, all Letter of Credit disbursements and all accrued and unpaid interest thereon and all Letter of Credit fees; FIFTH, to the payment in full of the Obligations, pro rata among the Banks in accordance with the amounts of the Loans held by them, or, if no Loans shall be outstanding, in accordance with the amounts of their Commitments; SIXTH, if any Letter of Credit remains outstanding, the Agent, after making the applications required by paragraphs "FIRST" through "FIFTH" above, shall hold back and retain as Collateral for the Obligations an amount equal to the aggregate face amounts of all outstanding Letters of Credit; and SEVENTH, provided that all of the Obligations have been paid and performed in full and all Commitments and Letters of Credit have terminated, to the DebtorDebtors, or its their successors or assigns, or to whomsoever may lawfully be entitled to the same, or as a court of competent jurisdiction may otherwise direct. Upon any sale of the Collateral by the Agent (including, without limitation, a sale pursuant to any applicable Uniform Commercial Code or under a judicial proceeding), the receipt of the 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 Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Sale. The Collateral Agent shall apply the proceeds of any collection or sale of Collateral pursuant to Section 7.1 hereofthe Collateral, as well as any Collateral consisting of cash, shall be applied by the Agent as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Trustee or the Collateral Agent (in its capacity as such hereunder or under any other Indenture Document) in connection with such collection or sale or otherwise in connection with this Agreement or any of the Obligations, including, but not limited to, including all court costs and the reasonable fees and expenses of its agents and one legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Loan Indenture Document by the Agent on behalf of the Debtor any Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunderhereunder or under any other Indenture Document and any other amounts due to the Trustee or the Collateral Agent under Section 7.07 of the Indenture; SECOND, to the payment in full of all other the Obligations that are payable owed to the Agent including, without limitation, all expense reimbursements and indemnities; THIRD, Holders (the amounts so applied to be distributed among the payment of all reasonable out-of-pocket costs and expenses incurred by the Issuing Banks in connection with the Credit Agreement, any Letter of Credit, or any of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of their agents and one legal counsel; FOURTH, to the payment in full of all other Obligations that are payable to the Issuing Banks, including, without limitation, all Letter of Credit disbursements and all accrued and unpaid interest thereon and all Letter of Credit fees; FIFTH, to the payment in full of the Obligations, Holders pro rata among the Banks in accordance with the amounts of the Loans held by them, or, if no Loans shall be outstanding, in accordance with Obligations owed to Holders on the amounts date of their Commitmentsany such distribution); SIXTH, if any Letter of Credit remains outstanding, the Agent, after making the applications required by paragraphs "FIRST" through "FIFTH" above, SEVENTH, provided that all of the Obligations have been paid and performed in full and all Commitments and Letters of Credit have terminatedTHIRD, to the DebtorPledgors, or its their successors or assigns, or to whomsoever may lawfully be entitled to the same, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. The Collateral Agent may fix a record date and payment date for any payment to Holders pursuant to this Section 7. At least 15 days before such record date, the Collateral Agent shall mail to each Holder and the Issuer a notice that states the record date, the payment and amount to be paid. Upon any sale of the Collateral by the Collateral Agent (including, without limitation, a sale including pursuant to any applicable Uniform Commercial Code a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral 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 Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Sale. The Collateral Agent shall apply the proceeds of any collection or sale of Collateral pursuant to Section 7.1 hereofthe Italian Collateral, as well as any Italian Collateral consisting of cash, shall be applied by the Agent as follows: FIRST, to the payment in full of any Bank Revolver Obligations outstanding, to the extent that the Bank Loan Documentation is in force; SECOND, to the payment of all reasonable out-of-pocket costs and reasonable expenses incurred by the Administrative Agent or the 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 Agreement or any of the Investor Revolver Obligations, including, but not limited to, including all court costs and the reasonable fees and expenses of its agents and one legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Document by the Agent on behalf of the Debtor Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunderhereunder or under any other Loan Document; SECONDTHIRD, to the payment in full of all other the Investor Revolver Obligations that are payable (the amounts so applied to be distributed among the Agent including, without limitation, all expense reimbursements and indemnities; THIRD, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Issuing Banks Secured Parties pro rata in connection accordance with the Credit Agreement, any Letter of Credit, or any amounts of the Obligations, including, but not limited to, all court costs and Investor Revolver Obligations owed to them on the reasonable fees and expenses date of their agents and one legal counselsuch distribution); FOURTH, to the payment in full of all other Obligations that are payable to the Issuing Banks, including, without limitation, all Letter of Credit disbursements Indenture Obligations; and all accrued and unpaid interest thereon and all Letter of Credit fees; FIFTH, to the payment in full of the ObligationsPledgor, pro rata among the Banks in accordance with the amounts of the Loans held by them, or, if no Loans shall be outstanding, in accordance with the amounts of their Commitments; SIXTH, if any Letter of Credit remains outstanding, the Agent, after making the applications required by paragraphs "FIRST" through "FIFTH" above, SEVENTH, provided that all of the Obligations have been paid and performed in full and all Commitments and Letters of Credit have terminated, to the Debtor, or its successors or assigns, or to whomsoever may lawfully be entitled to the same, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Italian Collateral by the Collateral Agent (including, without limitation, a sale including pursuant to any applicable Uniform Commercial Code authority to sell granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent in the name and on behalf of the Secured Parties or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Italian Collateral so sold and such purchaser or purchasers shall not be obligated to see have no obligation with respect to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable liable in any way for the misapplication thereof."

Application of Proceeds of Sale. The proceeds All monies recovered or received by the Bank hereunder or from any proceedings instituted or steps taken against the Borrower or where appropriate, any Security Party hereunder and under any of any sale of Collateral pursuant the Security Documents and the Charge shall, subject to Section 7.1 hereofstatutory priorities, as well as any Collateral consisting of cash, shall (if any) be applied by the Agent as follows: FIRSTBank:- Firstly, in payment of rent taxes assessments fees lawful outgoings (if any) due and payable to the relevant authorities by the Borrower and/or such Security Party in respect of the Property or any other property charged to the Bank as security for the Facility under the Security Documents and the Charge; Secondly, in payment of all reasonable out-of-pocket costs (including but not limited to the Bank’s solicitors’ costs on a solicitors and client basis), charges, expenses remuneration and liabilities incurred and made by the Agent in connection with such sale or otherwise in connection with this Agreement Bank, under the provisions hereunder and of all or any of the Obligations, including, but not limited to, all court costs Security Documents and the reasonable fees Charge and expenses the remuneration of its agents any receiver and/or manager appointed and one legal counselall moneys payable by the Security Party to the Bank by way of indemnity or compensation under the Security Documents; Thirdly, in or towards payment to the repayment Bank of all advances made hereunder or interests costs commission and all other monies which are then accrued and due and owing to the Bank and remaining unpaid under any other Loan Document by the Agent on behalf of the Debtor and any other costs or expenses incurred Facility in connection with the exercise of any right Facility Agreement and/or the Security Documents and the Charge; Fourthly, in or remedy hereunder; SECOND, towards payment to the payment in full Bank of all other Obligations that are payable to the Agent including, without limitation, all expense reimbursements principal sum due and indemnities; THIRD, to remaining unpaid under the payment of all reasonable out-of-pocket costs and expenses incurred by the Issuing Banks Facility arising from or in connection with the Credit Agreement, any Letter of Credit, or any of Facility Agreement and/or the Obligations, including, but not limited to, all court costs Security Documents and the reasonable fees and expenses of their agents and one legal counselCharge; FOURTH, Fifthly in or towards payment to the payment in full Bank of all other Obligations that are payable to the Issuing Banks, including, without limitation, all Letter of Credit disbursements moneys due and all accrued remaining unpaid whatsoever hereunder and unpaid interest thereon and all Letter of Credit fees; FIFTH, to the payment in full of the Obligations, pro rata among the Banks in accordance with the amounts of the Loans held by them, or, if no Loans shall be outstanding, in accordance with the amounts of their Commitments; SIXTH, if under any Letter of Credit remains outstanding, the Agent, after making the applications required by paragraphs "FIRST" through "FIFTH" above, SEVENTH, provided that or all of the Obligations Security Documents and the Charge; Sixthly in payment of the surplus (if any) to the Borrower or any other person or persons entitled thereto. PROVIDED ALWAYS THAT if the Bank shall be of the opinion that the security may prove deficient, payments may be made to the Bank on account of principal before interest or the Bank may keep such monies in a non-interest bearing suspense account but such alteration in the order of payment or payment into a suspense account shall not prejudice the right of the Bank to receive the full amount to which it would have been paid and performed in full and all Commitments and Letters entitled if the primary order of Credit have terminated, payment had been observed or any lesser amount which the sum ultimately realised from the security may be sufficient to the Debtor, or its successors or assigns, or to whomsoever may lawfully be entitled to the same, or as a court of competent jurisdiction may otherwise direct. Upon any sale of the Collateral by the Agent (including, without limitation, a sale pursuant to any applicable Uniform Commercial Code or under a judicial proceeding), the receipt of the 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 Agent or such officer or be answerable in any way for the misapplication thereofpay.

Application of Proceeds of Sale. The proceeds All monies recovered or received by the Bank hereunder or from any proceedings instituted or steps taken against the Borrower or where appropriate, any Security Party hereunder and under the Assignment and/or any of any sale of Collateral pursuant to Section 7.1 hereof, as well as any Collateral consisting of cashthe Security Documents, shall be applied held by the Agent as follows: FIRSTBank to apply the same; subject to statutory priorities, (if any):- Firstly, in payment of quit rent taxes assessments fees lawful outgoings (if any) due and payable to the State Authority by the Borrower and/or such Security Party in respect of the Property or any other property charged to the Bank as security for the Facility under this Agreement and the Assignment and/or the Security Documents and/or and, so far as no person other than the Borrower and/or the Security Party was responsible therefor, any other outgoings payable to the State Authority or any local authority. Secondly, in payment of or provision for all reasonable out-of-pocket costs ( including but not limited to the Bank’s solicitors’ costs on a solicitors and client basis), charges, expenses remuneration and liabilities incurred by the Agent Bank, and every receiver and manager, attorney agent, delegate or other person appointed by the Bank in the execution of this Agreement and/or any of the Security Documents and the Assignment or in the performance of any duties or the exercise of any powers vested in it or him and in or about the realising of any security and all fees and charges payable to the Bank and all monies payable by the Borrower and/or the Security Party by way of indemnity or compensation under this Agreement and the Assignment and/or the Security Documents; Thirdly, in or towards payment to the Bank of all interest costs commission and all other monies which are then accrued and due and owing to the Bank and remaining unpaid under or in connection with such sale or otherwise arising from the Facility or the balances thereof for the time being owing and in connection with this Agreement and the Assignment and/or the Security Documents; Fourthly, in or any towards payment to the Bank of the Obligations, including, but not limited to, all court costs principal sum due and owing and remaining unpaid to the reasonable fees and expenses of its agents and one legal counsel, Bank under the repayment of all advances made hereunder or under any other Loan Document by the Agent on behalf of the Debtor and any other costs or expenses incurred Facility and/or in connection with this Agreement and the exercise Assignment or any or all of any right the Security Documents; Fifthly in or remedy hereunder; SECOND, towards payment to the payment in full Bank of all other Obligations that are payable to moneys due and remaining unpaid whatsoever under this Agreement and the Agent including, without limitation, all expense reimbursements and indemnities; THIRD, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Issuing Banks in connection with the Credit Agreement, any Letter of Credit, Assignment or any of the Obligations, including, but not limited to, all court costs and the reasonable fees and expenses of their agents and one legal counsel; FOURTH, to the payment in full of all other Obligations that are payable to the Issuing Banks, including, without limitation, all Letter of Credit disbursements and all accrued and unpaid interest thereon and all Letter of Credit fees; FIFTH, to the payment in full of the Obligations, pro rata among the Banks in accordance with the amounts of the Loans held by them, or, if no Loans shall be outstanding, in accordance with the amounts of their Commitments; SIXTH, if any Letter of Credit remains outstanding, the Agent, after making the applications required by paragraphs "FIRST" through "FIFTH" above, SEVENTH, provided that or all of the Obligations Security Documents; Sixthly in payment of the surplus (if any) to the Borrower or any other person or persons entitled thereto. PROVIDED ALWAYS THAT if the Bank shall be of the opinion that the security may prove deficient payments may be made to the Bank on account of principal before interest or the Bank may keep such monies in a non-interest bearing suspense account but such alteration in the order of payment or payment into a suspense account shall not prejudice the right of the Bank to receive the full amount to which it would have been paid and performed in full and all Commitments and Letters entitled if the primary order of Credit have terminated, payment had been observed or any lesser amount which the sum ultimately realised from the security may be sufficient to the Debtor, or its successors or assigns, or to whomsoever may lawfully be entitled to the same, or as a court of competent jurisdiction may otherwise direct. Upon any sale of the Collateral by the Agent (including, without limitation, a sale pursuant to any applicable Uniform Commercial Code or under a judicial proceeding), the receipt of the 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 Agent or such officer or be answerable in any way for the misapplication thereofpay.