Common use of Application of Proceeds of Sale Clause in Contracts

Application of Proceeds of Sale. The proceeds of a foreclosure sale ------------------------------- or sales shall be applied first to (a) the reasonable expenses of holding, preparing for sale, selling and the like, reasonable attorneys' fees and legal expenses incurred by the Pledgee; and then to (b) the obligations secured by the security interest herein created and the surplus, if any, to the Pledgor or to such other Persons legally entitled thereto. If after application of all such proceeds realized upon by the Pledgee, there is a deficiency under the Guaranty Agreement or hereunder, the Pledgor shall remain liable therefor. The Pledgor recognizes that the Pledgee may be unable to effect a public sale of the Collateral by reason of certain prohibitions contained in the Act, but 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 of any of the Collateral for the period of time necessary to permit the issuer of such securities to register such securities under the Act or 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 determine to exercise its right to sell the whole or any part of the 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 other requirements of this Section ------- 10, and shall not be required to effect such registration or to cause the same to be effected.

Application of Proceeds of Sale. The proceeds of a foreclosure any sale ------------------------------- or sales of Collateral pursuant to Section 5.1 hereof, as well as any Collateral consisting of cash, shall be applied first by the Agent as follows: FIRST, to (a) the payment of all reasonable expenses of holding, preparing for sale, selling out-of-pocket costs and the like, reasonable attorneys' fees and legal expenses incurred by the Pledgee; 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 then to (b) the obligations secured 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 security interest herein created Agent on behalf of any Pledgor and any other costs or expenses incurred in connection with the surplus, if anyexercise of any right or remedy hereunder; SECOND, to the Pledgor 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 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 Pledgors, or their respective successors or assigns, or to such other Persons legally whomsoever may lawfully be entitled theretoto the same, or as a court of competent jurisdiction may otherwise direct. If after application of all such proceeds realized upon by the Pledgee, there is a deficiency under the Guaranty Agreement or hereunder, the Pledgor shall remain liable therefor. The Pledgor recognizes that the Pledgee may be unable to effect a public Upon any sale of the Collateral by reason the Agent (including, without limitation, a sale pursuant to any applicable Uniform Commercial Code or under a judicial proceeding), the receipt of certain prohibitions contained in the Act, but may Agent or of the officer making the sale shall 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 sufficient discharge 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 purchaser or permit the Collateral to be sold at a public sale or to delay a sale of any purchasers of the Collateral for so sold and such purchaser or purchasers shall not be obligated to see to the period application of time necessary to permit the issuer of such securities to register such securities under the Act or 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 determine to exercise its right to sell the whole or any part of the 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 purchase money paid over to the other requirements of this Section ------- 10, and shall not Agent or such officer or be required to effect such registration or to cause answerable in any way for the same to be effectedmisapplication thereof.

Application of Proceeds of Sale. The proceeds of a foreclosure sale ------------------------------- or sales shall be applied first to (a) the reasonable expenses of holding, preparing for sale, selling and the like, reasonable attorneys' fees and legal expenses incurred by the Pledgee; and then to (b) the obligations secured by the security interest herein created and the surplus, if any, to the Pledgor or to such other Persons legally entitled thereto. If after application of all such proceeds realized upon by the Pledgee, there is a deficiency under the Guaranty Agreement or hereunder, the Pledgor shall remain liable therefor. The Pledgor recognizes that the Pledgee may be unable to effect a public sale of the Collateral by reason of certain prohibitions contained in the Act, but 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 of any of the Collateral for the period of time necessary to permit the issuer of such securities to register such securities under the Act or 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 determine to exercise its right to sell the whole or any part of the 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 other requirements of this Section ------- 10, and shall not be required to effect such registration or to cause ---------- the same to be effected.

Application of Proceeds of Sale. The proceeds of a foreclosure any sale ------------------------------- or sales of Collateral pursuant to Section 5.1 hereof, as well as any Collateral consisting of cash, shall be applied first by the Agent as follows: FIRST, to (a) the payment of all reasonable expenses of holding, preparing for sale, selling out-of-pocket costs and the like, reasonable attorneys' fees and legal expenses incurred by the Pledgee; 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 then to (b) the obligations secured 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 security interest herein created Agent on behalf of either Debtor and any other costs or expenses incurred in connection with the surplus, if anyexercise of any right or remedy hereunder; SECOND, to the Pledgor 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 Debtors, or their successors or assigns, or to such other Persons legally whomsoever may lawfully be entitled theretoto the same, or as a court of competent jurisdiction may otherwise direct. If after application of all such proceeds realized upon by the Pledgee, there is a deficiency under the Guaranty Agreement or hereunder, the Pledgor shall remain liable therefor. The Pledgor recognizes that the Pledgee may be unable to effect a public Upon any sale of the Collateral by reason the Agent (including, without limitation, a sale pursuant to any applicable Uniform Commercial Code or under a judicial proceeding), the receipt of certain prohibitions contained in the Act, but may Agent or of the officer making the sale shall 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 sufficient discharge 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 purchaser or permit the Collateral to be sold at a public sale or to delay a sale of any purchasers of the Collateral for so sold and such purchaser or purchasers shall not be obligated to see to the period application of time necessary to permit the issuer of such securities to register such securities under the Act or 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 determine to exercise its right to sell the whole or any part of the 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 purchase money paid over to the other requirements of this Section ------- 10, and shall not Agent or such officer or be required to effect such registration or to cause answerable in any way for the same to be effectedmisapplication 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 a foreclosure sale ------------------------------- or sales shall the Security Documents and the Charge shall, subject to statutory priorities, (if any) be applied first by the Bank:- Firstly, in payment of rent taxes assessments fees lawful outgoings (if any) due and payable to (a) the reasonable expenses relevant authorities by the Borrower and/or such Security Party in respect of holding, preparing the Property or any other property charged to the Bank as security for sale, selling the Facility under the Security Documents and the likeCharge; Secondly, reasonable attorneys' fees in payment of all costs (including but not limited to the Bank’s solicitors’ costs on a solicitors and legal client basis), charges, expenses remuneration and liabilities incurred and made by the Pledgee; Bank, under the provisions hereunder and then to (b) of all or any of the obligations secured Security Documents and the Charge and the remuneration of any receiver and/or manager appointed and all moneys payable by the security interest herein created Security Party to the Bank by way of indemnity or compensation under the Security Documents; Thirdly, in or towards payment to the Bank of all interests costs commission and all other monies which are then accrued and due and owing to the Bank and remaining unpaid under the Facility in connection with the Facility Agreement and/or the Security Documents and the surplusCharge; Fourthly, in or towards payment to the Bank of the principal sum due and remaining unpaid under the Facility arising from or in connection with the Facility Agreement and/or the Security Documents and the Charge; Fifthly in or towards payment to the Bank of all other moneys due and remaining unpaid whatsoever hereunder and under any or all of the Security Documents and the Charge; Sixthly in payment of the surplus (if any, ) to the Pledgor Borrower or to such any other Persons legally person or persons entitled thereto. If after application PROVIDED ALWAYS THAT if the Bank shall be of all such proceeds realized upon by the Pledgee, there is a deficiency under the Guaranty Agreement or hereunder, the Pledgor shall remain liable therefor. The Pledgor recognizes opinion that the Pledgee security may prove deficient, payments may be unable made to effect the Bank on account of principal before interest or the Bank may keep such monies in a public sale 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 Collateral by reason Bank to receive the full amount to which it would have been entitled if the primary order of certain prohibitions contained in payment had been observed or any lesser amount which the Act, but sum ultimately realised from the security may be compelled sufficient 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 of any of the Collateral for the period of time necessary to permit the issuer of such securities to register such securities under the Act or 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 determine to exercise its right to sell the whole or any part of the 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 other requirements of this Section ------- 10, and shall not be required to effect such registration or to cause the same to be effectedpay.

Application of Proceeds of Sale. The Collateral Trustee shall apply the proceeds of a foreclosure any collection or sale ------------------------------- or sales of the 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 first as follows: FIRST, to (a) the reasonable expenses payment of holding, preparing for sale, selling all costs and the like, reasonable attorneys' fees and legal expenses incurred by the Pledgee; 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 all court costs and then to (b) the obligations secured fees and expenses of its agents and legal counsel, the repayment of all advances made by the security interest herein created Collateral Trustee or any Secured Party hereunder or under any other Loan Document on behalf of any Subsidiary Pledgor and any other costs or expenses incurred in connection with the surplus, if anyexercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the Pledgor payment in full of the Credit Agreement Obligations (the amounts so applied to be distributed among the holders of the Credit Agreement Obligations pro rata in accordance with the amounts of the Credit Agreement Obligations owed to them on the date of any such distribution); and THIRD, to the Subsidiary Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Trustee shall have absolute discretion as to such other Persons legally entitled thereto. If after the time of application of all any such proceeds realized upon by the Pledgeeproceeds, there is a deficiency under the Guaranty Agreement moneys or hereunder, the Pledgor shall remain liable thereforbalances in accordance with this Agreement. The Pledgor recognizes that the Pledgee may be unable to effect a public Upon any sale of the Collateral by reason of certain prohibitions contained in the Act, but may be compelled to resort to one or more private sales thereof Collateral Trustee (including pursuant to a restricted group power of purchasers. The Pledgor agrees that sale granted by statute or under a judicial proceeding), the receipt of any such private sales may proceeds, moneys or balances by the Collateral Trustee or of the officer making the sale shall be at prices and other terms less favorable a sufficient discharge 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 purchaser or permit the Collateral to be sold at a public sale or to delay a sale of any purchasers of the Collateral for so sold and such purchaser or purchasers shall not be obligated to see to the period application of time necessary to permit the issuer of such securities to register such securities under the Act or 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 determine to exercise its right to sell the whole or any part of the 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 purchase money paid over to the other requirements of this Section ------- 10, and shall not Collateral Trustee or such officer or be required to effect such registration or to cause answerable in any way for the same to be effectedmisapplication thereof.

Application of Proceeds of Sale. The proceeds of a foreclosure sale ------------------------------- or sales shall be applied first to (a) the reasonable expenses of holding, preparing for sale, selling and the like, reasonable attorneys' fees and legal expenses incurred by the Pledgee; and then to (b) the obligations secured by the security interest herein created and the surplus, if any, to the Pledgor or to such other Persons legally entitled thereto. If after application of all such proceeds realized upon by the Pledgee, there is a deficiency under the Guaranty Credit Agreement or hereunder, the Pledgor shall remain liable therefor. The Pledgor recognizes that the Pledgee may be unable to effect a public sale of the Collateral by reason of certain prohibitions contained in the Act, but 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 of any of the Collateral for the period of time necessary to permit the issuer of such securities to register such securities under the Act or 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 determine to exercise its right to sell the whole or any part of the 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 other requirements of this Section ------- 1011, and shall not be required to effect such registration or to cause the same to be effected.

Application of Proceeds of Sale. The proceeds of a foreclosure any sale ------------------------------- or sales of Collateral pursuant to Section 5.1 hereof, as well as any Collateral consisting of cash, shall be applied first by the Agent as follows: FIRST, to (a) the payment of all reasonable expenses of holding, preparing for sale, selling out-of-pocket costs and the like, reasonable attorneys' fees and legal expenses incurred by the Pledgee; 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 then to (b) the obligations secured 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 security interest herein created Agent on behalf of any Debtor and any other costs or expenses incurred in connection with the surplus, if anyexercise of any right or remedy hereunder; SECOND, to the Pledgor 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 Debtors or their successors or assigns, or to such other Persons legally whomsoever may lawfully be entitled theretoto the same, or as a court of competent jurisdiction may otherwise direct. If after application of all such proceeds realized upon by the Pledgee, there is a deficiency under the Guaranty Agreement or hereunder, the Pledgor shall remain liable therefor. The Pledgor recognizes that the Pledgee may be unable to effect a public Upon any sale of the Collateral by reason the Agent (including, without limitation, a sale pursuant to any applicable Uniform Commercial Code or under a judicial proceeding), the receipt of certain prohibitions contained in the Act, but may Agent or of the officer making the sale shall 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 sufficient discharge 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 purchaser or permit the Collateral to be sold at a public sale or to delay a sale of any purchasers of the Collateral for so sold and such purchaser or purchasers shall not be obligated to see to the period application of time necessary to permit the issuer of such securities to register such securities under the Act or 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 determine to exercise its right to sell the whole or any part of the 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 purchase money paid over to the other requirements of this Section ------- 10, and shall not Agent or such officer or be required to effect such registration or to cause answerable in any way for the same to be effectedmisapplication 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 a foreclosure any sale ------------------------------- or sales shall be applied first of Collateral pursuant to (a) Section 6, as well as any Collateral consisting of cash, as follows: FIRST, to the reasonable expenses payment of holding, preparing for sale, selling all costs and the like, reasonable attorneys' fees and legal expenses incurred by the Pledgee; 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, any other Indenture Document or any of the Obligations (or any such costs and then to (b) expenses incurred by a trustee or a collateral agent in connection with Other Second-Lien Obligations), including all court costs and the obligations secured reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the security interest herein created Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Pledgor and any other costs or expenses incurred in connection with the surplus, if anyexercise of any right or remedy hereunder 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 Pledgor payment in full of the Obligations owed to the Holders and any Other Second-Lien Obligations owed to holders of such Indebtedness (the amounts so applied to be distributed among the Holders and any holders of Other Second-Lien Obligations pro rata in accordance with the amounts of the Obligations owed to the Holders and Other Second-Lien Obligations owed to holders of such Indebtedness on the date of any such distribution); and THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to such other Persons legally entitled thereto. If after the time of application of all any such proceeds realized upon by the Pledgeeproceeds, there is moneys or balances in accordance with this Agreement. The Collateral Agent may fix a deficiency under the Guaranty Agreement or hereunderrecord date and payment date for any payment to Holders pursuant to this Section 7. At least 15 days before such record date, the Pledgor Collateral Agent shall remain liable thereformail to each Holder and the Issuer a notice that states the record date, the payment date and the amount to be paid. The Pledgor recognizes that the Pledgee may be unable to effect a public Upon any sale of the Collateral by reason of certain prohibitions contained in the Act, but may be compelled to resort to one or more private sales thereof Collateral Agent (including pursuant to a restricted group power of purchasers. The Pledgor agrees that any such private sales may 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 at prices and other terms less favorable a sufficient discharge 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 purchaser or permit the Collateral to be sold at a public sale or to delay a sale of any purchasers of the Collateral for so sold and such purchaser or purchasers shall not be obligated to see to the period application of time necessary to permit the issuer of such securities to register such securities under the Act or 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 determine to exercise its right to sell the whole or any part of the 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 purchase money paid over to the other requirements of this Section ------- 10, and shall not Collateral Agent or such officer or be required to effect such registration or to cause answerable in any way for the same to be effectedmisapplication thereof.

Application of Proceeds of Sale. The proceeds of a foreclosure sale ------------------------------- any sale, disposition or sales other realization upon all or any part of the Securities Collateral shall be applied first distributed by Lender in the following order of priorities: first, to (a) Lender in an amount sufficient to pay in full the reasonable expenses of holding, preparing for Lender in connection with such sale, selling disposition or other realization, including all expenses, liabilities and the likeadvances incurred or made by Lender in connection therewith, including reasonable attorneys' fees and legal expenses; second, to Lender until the other Obligations are paid in full; and third, upon payment in full of all of the Obligations, to Pledgor, or Pledgor’s representatives or as a court of competent jurisdiction or Pledgor may direct. 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 and all liabilities, obligations, claims, damages, or expenses incurred by the Pledgee; and then to (b) the obligations secured by the security interest herein created and the surplus, if any, to the Pledgor any of them arising out of or to such other Persons legally entitled thereto. If after application of all such proceeds realized upon by the Pledgee, there is a deficiency under the Guaranty Agreement or hereunder, the Pledgor shall remain liable therefor. The Pledgor recognizes that the Pledgee may be unable to effect a public sale of the Collateral by reason of certain prohibitions contained entering into this Agreement or the consummation of the transactions contemplated by this Agreement and to pay or reimburse Lender for the fees and disbursements of counsel incurred in the Actconnection with any investigation, but may be compelled to resort to one litigation or more private sales thereof to other proceedings (whether or not Lender is a restricted group party thereto) arising out 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 by reason of any of the Collateral for the period of time necessary to permit the issuer of such securities to register such securities under the Act or under applicable state securities laws for public sale under the Act, as amended, even if the issuer would agree to do soaforesaid. If, at any time when the Pledgee shall determine to exercise its right to sell the whole or any part Lender will promptly give each Pledgor written notice of the Collateral hereunder, such Collateral, or the part thereof, to be sold shall not, for assertion of 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 claim which it believes is subject to the other requirements of indemnity set forth in this Section ------- 10, 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 not be required payable to effect such registration or to cause the same to be effectedLender immediately upon demand.

Application of Proceeds of Sale. The proceeds of a foreclosure any sale ------------------------------- or sales of Collateral pursuant to Section 7.1 hereof, as well as any Collateral consisting of cash, shall be applied first by the Agent as follows: FIRST, to (a) the payment of all reasonable expenses of holding, preparing for sale, selling out-of-pocket costs and the like, reasonable attorneys' fees and legal expenses incurred by the Pledgee; 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 then to (b) the obligations secured 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 security interest herein created Agent on behalf of the Debtor and any other costs or expenses incurred in connection with the surplus, if anyexercise of any right or remedy hereunder; SECOND, to the Pledgor 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 such other Persons legally whomsoever may lawfully be entitled theretoto the same, or as a court of competent jurisdiction may otherwise direct. If after application of all such proceeds realized upon by the Pledgee, there is a deficiency under the Guaranty Agreement or hereunder, the Pledgor shall remain liable therefor. The Pledgor recognizes that the Pledgee may be unable to effect a public Upon any sale of the Collateral by reason the Agent (including, without limitation, a sale pursuant to any applicable Uniform Commercial Code or under a judicial proceeding), the receipt of certain prohibitions contained in the Act, but may Agent or of the officer making the sale shall 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 sufficient discharge 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 purchaser or permit the Collateral to be sold at a public sale or to delay a sale of any purchasers of the Collateral for so sold and such purchaser or purchasers shall not be obligated to see to the period application of time necessary to permit the issuer of such securities to register such securities under the Act or 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 determine to exercise its right to sell the whole or any part of the 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 purchase money paid over to the other requirements of this Section ------- 10, and shall not Agent or such officer or be required to effect such registration or to cause answerable in any way for the same to be effectedmisapplication 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 the Assignment and/or any of a foreclosure sale ------------------------------- or sales the Security Documents, shall be applied first held by the Bank to apply the same; subject to statutory priorities, (aif any):- Firstly, in payment of quit rent taxes assessments fees lawful outgoings (if any) due and payable to the reasonable expenses State Authority by the Borrower and/or such Security Party in respect of holding, preparing the Property or any other property charged to the Bank as security for sale, selling the Facility under this Agreement and the likeAssignment and/or the Security Documents and/or and, reasonable attorneys' fees 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 costs ( including but not limited to the Bank’s solicitors’ costs on a solicitors and legal client basis), charges, expenses remuneration and liabilities incurred by the Pledgee; Bank, and then to (b) the obligations secured every receiver and manager, attorney agent, delegate or other person appointed by the security interest herein created Bank in the execution of this Agreement and/or any of the Security Documents and the surplusAssignment 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 or 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 towards payment to the Bank of the principal sum due and owing and remaining unpaid to the Bank under the Facility and/or in connection with this Agreement and the Assignment or any or all of the Security Documents; Fifthly in or towards payment to the Bank of all other moneys due and remaining unpaid whatsoever under this Agreement and the Assignment or any or all of the Security Documents; Sixthly in payment of the surplus (if any, ) to the Pledgor Borrower or to such any other Persons legally person or persons entitled thereto. If after application PROVIDED ALWAYS THAT if the Bank shall be of all such proceeds realized upon by the Pledgee, there is a deficiency under the Guaranty Agreement or hereunder, the Pledgor shall remain liable therefor. The Pledgor recognizes opinion that the Pledgee security may prove deficient payments may be unable made to effect the Bank on account of principal before interest or the Bank may keep such monies in a public sale 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 Collateral by reason Bank to receive the full amount to which it would have been entitled if the primary order of certain prohibitions contained in payment had been observed or any lesser amount which the Act, but sum ultimately realised from the security may be compelled sufficient 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 of any of the Collateral for the period of time necessary to permit the issuer of such securities to register such securities under the Act or 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 determine to exercise its right to sell the whole or any part of the 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 other requirements of this Section ------- 10, and shall not be required to effect such registration or to cause the same to be effectedpay.

Application of Proceeds of Sale. The proceeds of a foreclosure any sale ------------------------------- or sales of Collateral pursuant to Section 5.1 hereof, as well as any Collateral consisting of cash, shall be applied first by the Agent as follows: FIRST, to (a) the payment of all reasonable expenses of holding, preparing for sale, selling out-of-pocket costs and the like, reasonable attorneys' fees and legal expenses incurred by the Pledgee; 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 then to (b) the obligations secured 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 security interest herein created Agent on behalf of any Pledgor and any other costs or expenses incurred in connection with the surplus, if anyexercise of any right or remedy hereunder; SECOND, to the Pledgor 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 Pledgors, or their respective successors or assigns, or to such other Persons legally whomsoever may lawfully be entitled theretoto the same, or as a court of competent jurisdiction may otherwise direct. If after application of all such proceeds realized upon by the Pledgee, there is a deficiency under the Guaranty Agreement or hereunder, the Pledgor shall remain liable therefor. The Pledgor recognizes that the Pledgee may be unable to effect a public Upon any sale of the Collateral by reason the Agent (including, without limitation, a sale pursuant to any applicable Uniform Commercial Code or under a judicial proceeding), the receipt of certain prohibitions contained in the Act, but may Agent or of the officer making the sale shall 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 sufficient discharge 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 purchaser or permit the Collateral to be sold at a public sale or to delay a sale of any purchasers of the Collateral for so sold and such purchaser or purchasers shall not be obligated to see to the period application of time necessary to permit the issuer of such securities to register such securities under the Act or 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 determine to exercise its right to sell the whole or any part of the 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 purchase money paid over to the other requirements of this Section ------- 10, and shall not Agent or such officer or be required to effect such registration or to cause answerable in any way for the same to be effectedmisapplication thereof.

Application of Proceeds of Sale. The proceeds of a foreclosure any collection or sale ------------------------------- or sales of Pledged Collateral pursuant to Section 6, as well as any Pledged Collateral consisting of cash, shall be applied first by the Collateral Agent as follows: FIRST, to (a) the reasonable expenses payment of holding, preparing for sale, selling all costs and the like, reasonable attorneys' fees and legal expenses incurred by either Administrative Agent (as defined in each Credit Agreement) or the Pledgee; 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, any other Loan Document or any of the Guaranteed Obligations, including all court costs and then to (b) the obligations secured fees and expenses of its agents and legal counsel, the repayment of all advances made by the security interest herein created Collateral Agent hereunder or under any other Loan Document on behalf of any Pledgor and any other costs or expenses incurred in connection with the surplus, if anyexercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the Pledgor payment in full of the New Agreement Guaranteed Obligations (as defined in the Security Agreement) (the amounts so applied to be distributed among the New 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 in full of the Existing Agreement Guaranteed Obligations (as defined in the Security Agreement) (the amounts so applied to be distributed among the Existing Agreement Secured Parties PRO RATA in accordance with the amounts of the Existing Agreement Guaranteed Obligations owed to them on the date of any such distribution); and FOURTH, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to such other Persons legally entitled thereto. If after the time of application of all any such proceeds realized upon by the Pledgeeproceeds, there is a deficiency under the Guaranty Agreement moneys or hereunder, the Pledgor shall remain liable thereforbalances in accordance with this Agreement. The Pledgor recognizes that the Pledgee may be unable to effect a public Upon any sale of the Pledged Collateral by reason of certain prohibitions contained in the Act, but may be compelled to resort to one or more private sales thereof Collateral Agent (including pursuant to a restricted group power of purchasers. The Pledgor agrees that sale granted by statute or under a judicial proceeding), the receipt of any such private sales may proceeds, moneys or balances by the Collateral Agent or of the officer making the sale shall be at prices and other terms less favorable a sufficient discharge 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 purchaser or permit the Collateral to be sold at a public sale or to delay a sale of any purchasers of the Pledged Collateral for so sold and such purchaser or purchasers shall not be obligated to see to the period application of time necessary to permit the issuer of such securities to register such securities under the Act or 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 determine to exercise its right to sell the whole or any part of the 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 purchase money paid over to the other requirements of this Section ------- 10, and shall not Pledged Collateral Agent or such officer or be required to effect such registration or to cause answerable in any way for the same to be effectedmisapplication 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 a foreclosure any collection or sale ------------------------------- or sales shall be applied first of the Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to (a) the reasonable expenses payment of holding, preparing for sale, selling all costs and the like, reasonable attorneys' fees and legal expenses incurred by the Pledgee; 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 all court costs and then to (b) the obligations secured reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the security interest herein created Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Pledgor and any other costs or expenses incurred in connection with the surplus, if anyexercise of any right or remedy hereunder 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 Pledgor payment in full of the Obligations owed to the Holders and any Other Second-Lien Obligations owed to holders of such Indebtedness (the amounts so applied to be distributed among the Holders and any holders of Other Second-Lien Obligations pro rata in accordance with the amounts of the Obligations owed to Holders and Other Second-Lien Obligations owed to holders of such Indebtedness on the date of any such distribution); and THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to such other Persons legally entitled thereto. If after the time of application of all any such proceeds realized upon by the Pledgeeproceeds, there is moneys or balances in accordance with this Agreement. The Collateral Agent may fix a deficiency under the Guaranty Agreement or hereunderrecord date and payment date for any payment to Holders pursuant to this Section 7. At least 15 days before such record date, the Pledgor Collateral Agent shall remain liable thereformail to each Holder and the Issuers a notice that states the record date, the payment and amount to be paid. The Pledgor recognizes that the Pledgee may be unable to effect a public Upon any sale of the Collateral by reason of certain prohibitions contained in the Act, but may be compelled to resort to one or more private sales thereof Collateral Agent (including pursuant to a restricted group power of purchasers. The Pledgor agrees that any such private sales may 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 at prices and other terms less favorable a sufficient discharge 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 purchaser or permit the Collateral to be sold at a public sale or to delay a sale of any purchasers of the Collateral for so sold and such purchaser or purchasers shall not be obligated to see to the period application of time necessary to permit the issuer of such securities to register such securities under the Act or 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 determine to exercise its right to sell the whole or any part of the 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 purchase money paid over to the other requirements of this Section ------- 10, and shall not Collateral Agent or such officer or be required to effect such registration or to cause answerable in any way for the same to be effectedmisapplication thereof.