Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: First, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Subject The Agent, after deduction of any costs of collection, as provided in Section 8.5, shall remit to each Bank (to the terms extent a Bank is to share therein) that Bank's pro rata share of all payments of principal, interest and provisions of the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: First, fees payable hereunder in accordance with such Bank's appropriate Percentage with respect to the payment Facility under which such payments are received; provided, however, that all payments received after the occurrence of all an Event of Default, after application to the costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral ObligationsBank in collection thereof (as contemplated in Section 8.5), including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document and any other amounts due shall be allocated to the Trustee or the Collateral Agent under Section 7.07 of the Indenture; Second, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata Banks in accordance with their Default Percentages. Notwithstanding anything to the amounts contrary in this Agreement or any other Loan Document (i) all payments received by the Agent or any Bank prior to the occurrence of an Event of Default in respect of Permitted Rate Hedging Obligations shall be remitted directly to LaSalle and no other Bank shall be entitled to any portion thereof, and (ii) all payments received by the Collateral Obligations owed to Holders Agent or any Bank on and after the occurrence of an Event of Default shall constitute payment on the date of Obligations, with each Bank entitled to their respective Default Percentage thereof. Each Bank's interest under the Loan Documents shall be payable solely from payments, collections and proceeds actually received by the Agent under the Loan Documents; and the Agent's only liability to a Bank with respect to any such distribution); payments, collections and Thirdproceeds shall be to account for such Bank's Percentage (or Default Percentage, to as the Grantorscase may be) of such payments, their successors or assigns, 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 collections and proceeds in accordance with this Agreement. Upon If the Agent is required for any sale reason to refund any such payments, collections or proceeds, each Bank will refund to the Agent, upon demand, its Percentage (or Default Percentage, as the case may be) of Collateral such payments, collections or proceeds, together with its Percentage (or Default Percentage, as the case may be) of interest or penalties, if any, payable by the Collateral Agent (including pursuant in connection with such refund. If any Bank has wrongfully refused to a power fund its Percentage of sale granted any Borrowing, or if the outstanding principal balance of the Advances made by statute or any Bank under a judicial proceeding)Facility is for any other reason less than its respective Percentage of the aggregate principal balance of all Advances under that Facility, the receipt Agent may remit payments received by it to the other Banks until such payments have reduced the aggregate amounts owed by the Borrower to the extent that the aggregate amount of the Collateral Agent or Advances owing to such Bank hereunder are equal to its Percentage of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers aggregate amounts of the Collateral so sold Advances owing under the applicable Facility to all of the Banks hereunder. The foregoing provision is intended only to set forth certain rules for the application of payments, proceeds and such purchaser or purchasers collections in the event that a Bank has breached its obligations hereunder and shall not be obligated deemed to see to the application of excuse any part of the purchase money paid over to the Collateral Agent or Bank from such officer or be answerable in any way for the misapplication thereofobligations.

Application of Proceeds. Subject Any amounts collected by Lender hereunder shall be applied by Lender, to pay, in such order as Lender shall elect, the terms Indebtedness and/or the STAG IV Indebtedness, including all principal; accrued, unpaid interest; prepayment fees; late charges; advances; and provisions all costs and expenses, including attorneys’ fees, incurred by Lender in operating, protecting, preserving and realizing on Lender’s interest in the Real Property including any fees incurred in the representation of Lender in any proceeding under Xxxxx 00, Xxxxxx Xxxxxx Code; and any other amount due under the Intercreditor Loan Agreement, the Collateral Agent shall apply Notes, the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: First, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this AgreementPortfolio Mortgages, any other Indenture Document of the other Loan Documents or any of the Collateral Obligations, including all court costs, STAG IV Loan Documents. It is understood and agreed that neither the fees and expenses assignment of the Rents to Lender nor the exercise by Lender of any of its agents and rights or remedies under this Assignment shall be deemed to make Lender a “mortgagee-in-possession” or otherwise responsible or liable in any manner with respect to the reasonable fees and expenses of its legal counselReal Property or the use, the repayment occupancy, enjoyment or operation of all advances made or any portion thereof, unless and until Lender, in person or through its authorized agent, assumes actual possession thereof and executes and records a Certificate of Entry under M.G.L. Chapter 244, Sections 1 and 2 [confirm whether any local law provision], nor shall appointment of a receiver by any court at the Trustee request of Lender or by agreement with Assignor or the Collateral Agent hereunder entering into possession of the Real Property or under any other Indenture Document on behalf of part thereof by such receiver be deemed to make Lender a “mortgagee-in-possession” or otherwise responsible or liable in any Grantor and any other costs or expenses incurred in connection manner with the exercise of any right or remedy hereunder or under any other Indenture Document and any other amounts due respect to the Trustee Real Property or the Collateral Agent under Section 7.07 use, occupancy, enjoyment or operation of the Indenture; Second, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of all or any such distribution); and Third, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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 portion thereof.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the The Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection or sale of CollateralCollateral effected pursuant to Section 5.01, including as well as any proceeds, moneys or balances of all collections or sales of Collateral effected pursuant to the First Lien Collateral Agreement and paid over to the Collateral Agent pursuant to Section 5.02 THIRD thereof, or any Collateral consisting of cashcash and held by the Collateral Agent, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or Administrative Agent and the Collateral Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor Guarantor and any other costs or expenses incurred in connection with the exercise 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 IndentureLoan Document; SecondSECOND, to the ratable payment in full of the Collateral Obligations, and THIRD, once all Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata have been paid in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Thirdfull, to the GrantorsGuarantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to 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. Subject to the terms and provisions of the Intercreditor Agreement, the Collateral The Administrative Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, cash as follows: First, to the payment of all costs that portion of the Secured Obligations constituting fees, indemnities, expenses and expenses incurred by other amounts (including fees, charges and disbursements of counsel to the Trustee or Administrative Agent and amounts payable under Article II of the Collateral Credit Agreement) payable to the Administrative Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 Indenturecapacity as such; Second, to the payment in full of that portion of the Collateral Secured Obligations owed constituting fees, indemnities and other amounts payable to the Holders Secured Parties, ratably as between the Credit Agreement Secured Parties and the Pari Passu Secured Parties (without priority of any one over any other) in proportion to the unpaid amounts so applied to be distributed of Credit Agreement Obligations and Pari Passu Obligations which such proceeds applies (i) as among the Holders pro rata Pari Passu Secured Parties, to such Secured Parties in accordance with proportion to the unpaid amounts thereof and (ii) as among the Credit Agreement Secured Parties, as set forth in Section 8.03 of the Collateral Obligations owed to Holders on the date of any such distribution)Credit Agreement; and ThirdLast, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Grantors, their successors or assigns, Borrower or as a court of competent jurisdiction may otherwise directrequired by Law. The Collateral Administrative 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 Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Administrative Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations, provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Administrative Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error) and the Administrative Agent shall have no duty to inquire as to the application by the Pari Passu Trustee of any amounts distributed to the Pari Passu Trustee. If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or other recovery in trust for the benefit of all Secured Parties hereunder for distribution in accordance with this Section 4.02.

Application of Proceeds. Subject to the terms and provisions of the any applicable Intercreditor Agreement, upon the Collateral Agent occurrence and during the continuance of an Event of Default, Mortgagee shall promptly apply the proceeds of any collection or sale of Collateralthe Mortgaged Property, including any Collateral consisting of cash, as follows: First, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection accordance with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any Section 4.02 of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise directAgreement. The Collateral Agent Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this AgreementMortgage. Upon any sale of Collateral Mortgaged Property by the Collateral Agent Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent purchase money by Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral Mortgaged Property 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 Mortgagee or such officer or be answerable in any way for the misapplication thereof. Occupancy After Foreclosure. Any sale of the Mortgaged Property or any part thereof in accordance with Section 4.1(d) will divest all right, title and interest of Mortgagor in and to the property sold. Subject to applicable law, any purchaser at a foreclosure sale will receive immediate possession of the property purchased. If Mortgagor retains possession of such property or any part thereof subsequent to such sale, Mortgagor will be considered a tenant at sufferance of the purchaser, and will, if Mortgagor remains in possession after demand to remove, be subject to eviction and removal, forcible or otherwise, with or without process of law.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the Collateral The Administrative Agent shall apply the proceeds of any collection collection, sale, foreclosure or sale of other realization upon any Collateral, including any Collateral consisting of cash, as follows: FirstFIRST, subject to Section 9.03 of the Credit Agreement, to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the Trustee or the Collateral Administrative Agent in connection with such collection collection, sale, foreclosure or sale realization or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Obligations, including all court costs, costs and the reasonable and documented out-of-pocket fees and expenses of its agents and the reasonable fees and expenses of its outside legal counsel, the repayment of all advances made by the Trustee or the Collateral Administrative Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor and any other reasonable and documented out-of-pocket costs or expenses incurred in connection with the exercise 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 IndentureLoan Document; SecondSECOND, to the payment in full Payment In Full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Obligations owed to Holders them on the date of any such distribution); and ThirdTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative 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 Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any outside counsel attorneys’ fees and other documented expenses incurred by Administrative Agent or any Lender to collect such deficiency. Notwithstanding the foregoing, the proceeds of any collection, sale, foreclosure or realization upon any Collateral of any Grantor, including any collateral consisting of cash, shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other obligations.

Application of Proceeds. Subject Any moneys collected by the Trustee pursuant to this Article in respect of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal or interest, upon presentation of the several Securities in respect of which monies have been collected and stamping (or otherwise noting) thereon the payment, or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities of like series if only partially paid, or upon surrender thereof if fully paid: FIRST: To the payment of costs and expenses applicable to such series of Securities in respect of which monies have been collected, including all amounts due to the terms Trustee and provisions each predecessor Trustee pursuant to Section 6.6 in respect to such series of Securities; SECOND: In case the principal of the Intercreditor Agreement, the Collateral Agent Securities of such series in respect of which moneys have been collected shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: Firstnot have become and be then due and payable, to the payment of all costs and expenses incurred interest on the Securities of such series in default in the order of the maturity of the installments on such interest, with interest (to the extent that such interest has been collected by the Trustee and is permitted by applicable law) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the Collateral Agent case of Original Issue Discount Securities) specified in connection with such collection Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or sale or otherwise in connection with this Agreement, any other Indenture Document or any preference; THIRD: In case the principal of the Collateral Obligations, including all court costs, the fees Securities of such series in respect of which moneys have been collected shall have become and expenses of its agents shall be then due and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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; Secondpayable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series for principal and interest, with interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee and is permitted by applicable law) upon the overdue installations of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of the Collateral Obligations owed such series, then to the Holders (the amounts so applied payment of such principal and interest or Yield to be distributed among the Holders pro rata in accordance with the amounts Maturity, without preference or priority of the Collateral Obligations owed principal over interest or Yield to Holders on the date Maturity, or of interest or Yield to Maturity over principal, or of any installment of interest over any other installment of interest or of any Security of such distribution); and Thirdseries over any other Security of such series, ratably to the Grantors, their successors aggregate of such principal and accrued and unpaid interest or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as Yield to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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.Maturity; and

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the Collateral Agent shall apply the The proceeds of any collection sale, disposition or sale other enforcement of Collateralthe Lender's security interest in all or any part of the Collateral shall be applied by the Lender to the Obligations in such order as the Lender, including any Collateral consisting of cashin its sole and absolute discretion, as followsshall determine: First, to the payment of all the costs and expenses of such sale or enforcement, including reasonable compensation to the Lender's agents and counsel, and all expenses, liabilities and advances made or incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred the Lender in connection with the exercise 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 Indenturetherewith; Second, to the payment in full of the Collateral Obligations owed in such order as the Lender, in its sole discretion, determines; and Finally, from and after the indefensible payment to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts Lender of all of the Collateral Obligations owed to Holders on the date of Obligations, any such distribution); and Third, remaining proceeds shall be paid to the GrantorsBorrower, their or to its successors or assigns, or as a court of competent jurisdiction may otherwise direct, of any surplus then remaining from such proceeds. If the proceeds of any sale, disposition or other enforcement are insufficient to cover the costs and expenses of the sale, and the payment in full of all Obligations, the Borrower will remain liable for any deficiency. Lender Appointed Attorney-in-Fact. The Collateral Agent Lender is hereby appointed the attorney-in-fact of the Borrower, with full power of substitution, for the purpose of carrying out the provisions hereof and taking any action and executing any instruments which the Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Lender shall have absolute discretion as the right and power to give notices of its security interest in the Collateral to any Person, either in the name of the Borrower or in its own name, to endorse all Pledged Mortgages or Pledged Securities payable to the time order of application the Borrower, to change or cause to be changed the book-entry registration or name of subscriber or Investor on any such proceedsPledged Security, moneys or balances in accordance with this Agreement. Upon to receive, endorse and collect all checks made payable to the order of the Borrower representing any sale payment on account of Collateral by the Collateral Agent (including pursuant to a power principal of or interest on, or the proceeds of sale granted by statute or under a judicial proceeding)of, the receipt any of the Collateral Agent Pledged Mortgages or of the officer making the sale shall be a sufficient Pledged Securities and to give full 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 thereofsame.

Application of Proceeds. Subject Notwithstanding anything to the terms contrary contained in this Agreement, upon the occurrence and provisions during the continuance of an Event of Default, (a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of Borrower or any guarantor of all or any part of the Intercreditor AgreementObligations, the Collateral and Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent and (b) in the absence of a specific determination by Agent with respect thereto, the proceeds of any collection sale of, or sale other realization upon, all or any part of Collateral, including any the Collateral consisting of cash, as followsshall be applied: Firstfirst, to the payment of all costs fees, costs, indemnities and expenses incurred by the Trustee or the Collateral owing to Agent in connection and any Designated Lender Affiliate that is an Affiliate of Agent, with such collection or sale or otherwise in connection with respect to this Agreement, the other Financing Documents, any Ancillary Services or the Collateral; second, to all fees, costs, indemnities and expenses incurred by or owing to any Lender and any Designated Lender Affiliate that is an Affiliate of any Lender, with respect to this Agreement, the other Indenture Document Financing Documents, any Ancillary Services or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the Collateral ObligationsU.S. Bankruptcy Code, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document would have accrued on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 Indenturesuch amounts); Secondfourth, to the payment in full principal amount of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution)outstanding; and Thirdfifth to any other indebtedness or obligations of Borrower owing to Agent, any Lender or any Designated Lender Affiliate under the Financing Documents or with respect to the Grantors, their successors Ancillary Services. Any balance remaining shall be delivered to Borrower or assigns, to whomever may be lawfully entitled to receive such balance 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Subject to the terms and provisions rights of the Senior Lender under the Intercreditor Agreement, the Collateral Agent Secured Party shall apply the proceeds of any collection or sale of Collateral, including as well as any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent Secured Party in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document Agreement or any of the Collateral Secured Obligations, including including, but not limited to, all court costs, the fees and expenses of its agents costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made hereunder by the Trustee or the Collateral Agent hereunder or under any other Indenture Document Secured Party on behalf of any Grantor the Grantors and any other reasonable costs or expenses incurred in connection with the exercise 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; Secondhereunder. SECOND, to the payment in full of the Collateral Secured Obligations owed to the Holders (the amounts so applied to be distributed among the Holders holders of the Secured Obligations pro rata in accordance with the amounts of the Collateral Secured Obligations owed to Holders held by them on the date of any such distribution); and ThirdTHIRD, unless otherwise required by UCC Sections 9608 and 9615 or other Applicable Law, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent Secured Party 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 Collateral Agent Secured Party (including a sale pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent Secured Party 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 Secured Party or such officer or be answerable in any way for the misapplication thereof. All payments received by any Grantor under or in connection with any Collateral shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of any Grantor (if such segregation is not permitted by the Senior Lender, the Grantor shall take such steps as are reasonably satisfactory to Secured Party) and shall be forthwith paid over to Secured Party in the same form as so received (with any necessary indorsement).

Application of Proceeds. Subject All moneys recovered or received by the Chargee from any proceedings instituted or steps taken shall be held by the Chargee to the terms and provisions of the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateralsame:- Firstly, including any Collateral consisting of cash, as follows: First, to the in payment of all costs statutorily preferred debts and any other debts having priority to the Indebtedness and liabilities of the Chargor to the Chargee under this Charge; Secondly, in payment of or making provision for all costs, charges, expenses and liabilities incurred by the Trustee Chargee in or about the Collateral Agent realising of any security and all moneys payable by the Chargor to the Chargee by way of indemnity or compensation under this Charge; Thirdly, in connection with such collection or sale towards payment to the Chargee of all interests, costs, commission, fees, financier charges and other charges owing to the Chargee under or otherwise arising from or in connection with this AgreementCharge; Fourthly, any other Indenture Document in or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment towards payment of all advances made by principal amounts and other moneys owing to the Trustee Chargee under or the Collateral Agent hereunder arising from or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with this Charge; and Fifthly, in payment of the exercise of any right surplus (if any) to, the Chargor or remedy hereunder or under persons entitled thereto. PROVIDED ALWAYS THAT notwithstanding any other Indenture Document provision in the agreement or any other document to the contrary, if the Chargee shall be of the opinion that the moneys recovered or received by the Chargee from any proceedings instituted or steps taken may prove deficient, payments may be made to the Chargee on account of principal before interest and any other amounts due to moneys (whether principal, interest or otherwise) received by the Trustee Chargee may be applied or appropriated by the Collateral Agent under Section 7.07 Chargee in such manner and for such purpose as the Chargee may at its sole and absolute discretion deem fit but such alteration in the order of payment shall not prejudice the right of the Indenture; Second, Chargee to receive the full amount to which it would have been entitled if the primary order of payment in full of had been observed or any lesser amount which the Collateral Obligations owed sum ultimately realised from the security may be sufficient to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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 thereofpay.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the Collateral The Administrative Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection or sale of Collateral, including as well as any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or the Collateral Administrative Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Obligations, including without limitation all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Administrative Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document Loan Document, and any all other fees, indemnities and other amounts due owing or reimbursable to the Trustee or the Collateral Administrative Agent under any Loan Document in its capacity as such; SECOND, to payment of all fees, indemnities and other amounts (other than principal and interest) payable to the Issuing Bank in capacity as such and of any amount required to be paid to the Issuing Bank by any ABL Facility Lender pursuant to Section 7.07 2.05(e) and (h) of the IndentureCredit Agreement and not paid by such ABL Facility Lender (which shall be payable to the Administrative Agent if the Administrative Agent advanced such payment to the Issuing Bank in anticipation of such payment by such ABL Facility Lender and otherwise, to the Issuing Bank); SecondTHIRD, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the respective amounts of the Collateral Obligations owed to Holders them on the date of any such distribution, which in the case of Letters of Credit, shall be paid by deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash in U.S. Dollars equal to the aggregate Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon); and ThirdFOURTH, to the GrantorsBorrower, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative 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 Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. If, after receipt of any payment which is applied to the payment of all or any part of any Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set-off, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrower shall be liable to pay to the Administrative Agent and the Lenders, and shall indemnify the Administrative Agent and the Lenders and holds the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this paragraph shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this paragraph shall survive the termination of this Agreement.

Application of Proceeds. Subject All monies received by the Bank from any proceeding instituted or step taken under this Assignment or any Security Documents (if any) shall subject to statutory priorities (if any), be applied by the Bank:- FIRST in payment of any quit rents, taxes assessments fees lawful outgoing and other fees due and payable to the terms relevant authorities by the Customer and provisions / or the Assignor in respect of the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of Property or any collection other property charged or sale of Collateral, including any Collateral consisting of cash, as follows: First, assigned to the Bank as security for the Secured Amounts; SECOND in payment of all costs costs, charges and other expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances payments made by the Trustee Bank or any other Security Documents (if any) and any other taxes payable under any written law for the Collateral Agent hereunder time being in force on the disposal of the Property; THIRD in or towards payment to the Bank of the Secured Amounts due and remaining unpaid and of all other monies due and remaining unpaid under this Assignment and Master Facility Agreement; FOURTH in or towards payment to the Customer and/or the Assignor’s liabilities to the Bank (whether such liabilities be present, future, actual, contingent, primary, secondary, collateral, secured or unsecured, several or joint) under any other Indenture Document on behalf accounts of any Grantor and any other costs whatsoever nature, agreement or expenses incurred in connection contract or otherwise with the exercise Bank and all such monies available under this premise are specially held in trust for the Bank for the satisfaction of such liabilities; and FIFTH any surplus shall be paid to such person entitled thereto. PROVIDED ALWAYS THAT the Bank may in its sole and absolute discretion alter the above order of payment or keep such monies in a suspense account but such alteration in the order of payment or payment into a suspense account shall not prejudice the 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, Bank to receive the payment in full of amount to which it would have been entitled if the Collateral Obligations owed primary order had been observed or any lesser amount which the sum ultimately realized from the security may be sufficient to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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 thereofpay.

Application of Proceeds. Subject In the event Borrower shall suffer any loss covered by insurance, Borrower shall immediately notify Agent in writing, and Borrower hereby authorizes and directs each and every insurance company concerned to make payments for such loss directly and solely to Agent (who may, but need not, make proof of loss) and Agent is hereby authorized to adjust, collect and compromise in its discretion all claims under all such policies, and Borrower shall sign, upon demand by Agent, all receipts, vouchers and releases required by such insurance companies; PROVIDED, HOWEVER, that other than after the terms occurrence and provisions during the continuance of an Event of Default, Borrower may adjust, collect and compromise insurance claims upon notice to and with Agent's consent (which shall be exercised reasonably and in good faith), provided further Borrower is acting reasonably and diligently. In the Intercreditor Agreementevent Borrower shall be awarded any amount pursuant to any condemnation proceeding or the taking or injury to any property for public use, the Collateral Borrower shall immediately notify Agent shall apply in writing and Borrower agrees that the proceeds of all such awards shall be paid to Agent and authorizes Agent, on behalf and in the name of Borrower to execute and deliver valid acquittances for and to appeal from any collection such award. Borrower shall also immediately notify Agent of any actual or sale threatened condemnation or eminent domain proceedings and shall give Agent at any time any additional instruments requested by Agent for the purpose of Collateralvalidly and sufficiently assigning all awards or appealing any such award. Insurance proceeds and awards described in this SECTION 7.6 (collectively, including "LOSS PROCEEDS"), or any Collateral consisting part thereof, received by Agent, after deducting therefrom any expenses incurred, may be applied by Agent at its option (i) to the repair or restoration of cashthe property suffering any loss, as follows: Firstcondemnation or taking ("LOSS PROPERTY"), (ii) to the payment of all costs the Liabilities, whether or not due and expenses incurred by the Trustee in whatever order Agent elects, or the Collateral (iii) to any other purpose or objects for which Agent in connection with such collection or sale or otherwise in connection with Lenders are entitled to advance funds under this Agreement, all without affecting the lien or security interest created by the Collateral Documents, and any other Indenture Document balance of such monies shall be paid to Borrower or the Person lawfully entitled thereto. None of Agent and Lenders shall be held responsible for any failure to collect any insurance proceeds due under the terms of any policy regardless of the Collateral Obligations, including all court costs, the fees and expenses cause of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document and any other amounts such failure unless due to the Trustee gross negligence or the Collateral Agent under Section 7.07 willful misconduct of the Indenture; Second, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of any Lender. Notwithstanding the officer making the sale foregoing, Agent and Lenders agree that any Loss Proceeds 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.applied as follows:

Application of Proceeds. Subject Except as otherwise expressly required to the terms and provisions contrary by applicable Law or any Loan Document, the net cash proceeds resulting from the exercise of any of the Intercreditor rights and remedies of Lender Parties under this Agreement, the Collateral after deducting all charges, expenses, costs and attorneys’ fees relating thereto, shall be applied by Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: First, to the payment of all costs the Obligations, whether due or to become due, in such order and expenses incurred by the Trustee in such proportions as Agent may elect; and Borrower shall remain liable to Lender Parties for any deficiency. Attorney-in-Fact. Borrower hereby constitutes and appoints Agent, or the Collateral any other Person whom Agent may designate, as Borrower’s attorney-in-fact (such appointment being coupled with an interest and being irrevocable until Agent’s Lien shall have been terminated in connection with such collection or sale or otherwise writing as set forth in connection with this Agreement), at Borrower’s sole cost and expense, to exercise any other Indenture Document one or more of the following rights and powers at any time after the occurrence and during the continuance of an Event of Default (and all acts of such attorney-in-fact or designee taken pursuant to this Section are hereby ratified and approved by Borrower, and said attorney or designee shall not be liable for any acts or omissions nor for any error of judgment or mistake of fact or law): To take or to bring, in the name of Agent or in the name of Borrower, all steps, action, suits or proceeding deemed by Agent necessary or desirable to effect collection of the Accounts; To settle, adjust, compromise, extend, renew, discharge, terminate or release the Accounts in whole or in part; To settle, adjust or compromise any legal proceedings brought to collect the Accounts; To notify Purchasers to make payments on the Accounts directly to Agent or to a Lockbox designated by Agent; To transmit to Purchasers notice of Agent’s interest in the Accounts and to demand and receive from such Purchasers at any time, in the name of Agent or of Borrower or of the designee of Agent, information concerning the Accounts and the amounts owing thereon; To use Borrower’s stationery and sign the name of Borrower to verifications of the Accounts and notices thereof to Purchasers; To sell or assign any of the Collateral Obligationsupon such terms, including all court costsfor such amounts and at such time or times as Agent deems advisable, and to execute any bills of sale or assignments in the fees and expenses name of its agents and the reasonable fees and expenses of its legal counselBorrower in relation thereto; To take control, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under in any other Indenture Document on behalf manner, of any Grantor item of payment on, or proceeds of, Collateral; To prepare, file and sign Borrower’s name on any other costs proof of claim in Bankruptcy or expenses incurred similar document against any Purchaser; To prepare, file and sign Borrower’s name on any notice of lien, assignment or satisfaction of lien or similar document in connection with the exercise Collateral; To sign or endorse the name of Borrower upon any right Chattel Paper, Document, Instrument, invoice, freight bxxx, bxxx of lading, warehouse receipt or remedy hereunder similar document or under any other Indenture Document and any other amounts due agreement relating to the Trustee Collateral; To use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Collateral Agent under Section 7.07 of to which Borrower has access; To enter into contracts or agreements for the Indenture; Secondprocessing, to the payment in full fabrication, packaging and delivery of the Collateral Obligations owed as said attorney-in-fact or designee or Agent may from time to time deem appropriate and charge Borrower’s account for any reasonable costs thereby incurred; To receive, take, endorse, assign and deliver in Agent’s name or in the Holders (name of Borrower any and all checks, notes, drafts and other instruments; To receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the amounts so applied address for the delivery thereof to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution)address as Agent may designate; and ThirdTo do all acts and things necessary, in Agent’s discretion, to fulfill Borrower’s obligations under this Agreement and to otherwise carry out the Grantors, their successors or assigns, or as a court purposes 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Subject Notwithstanding anything to the terms contrary contained in this Agreement, upon the occurrence and provisions during the continuance of an Event of Default, (a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of Borrower or any guarantor of all or any part of the Intercreditor AgreementObligations, and, as between Borrower on the Collateral one hand and Administrative Agent and Lenders on the other, Administrative Agent (with the consent of the Required Lenders) shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent and (b) the proceeds of any collection sale of, or sale other realization upon, all or any part of Collateral, including any the Collateral consisting of cash, as followsshall be applied: Firstfirst, to the payment of all costs fees, costs, indemnities, liabilities, obligations and expenses incurred by the Trustee or the Collateral owing to Administrative Agent in connection with such collection or sale or otherwise in connection with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Indenture Document Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Collateral ObligationsBankruptcy Code, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document would have accrued on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 Indenturesuch amounts); Secondfourth, to the payment in full principal amount of the Collateral Obligations owed outstanding and to the Holders (the amounts so applied Obligations owing to be distributed among the Holders pro rata any Eligible Swap Counterparty in accordance with the amounts of the Collateral Obligations owed to Holders on the date respect of any such distribution)Swap Contracts required by the terms of this Agreement; fifth to Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts permitted, but not required, by the terms of this Agreement; and Third, sixth to any other indebtedness or obligations of Borrower owing to Administrative Agent or any Lender under the Grantors, their successors Financing Documents. Any balance remaining shall be delivered to Borrower or assigns, to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to In carrying out the time of application of any such proceedsforegoing, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale x) amounts received shall be a sufficient discharge to applied in the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see numerical order provided until exhausted prior to the application of any part to the next succeeding category and (y) each of the purchase money paid over Persons entitled to the Collateral Agent or such officer or be answerable receive a payment in any way particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for the misapplication thereofsuch category.

Application of Proceeds. Subject Lender will within three (3) Business Days after receipt of cash or solvent credits from collection of items of payment, proceeds of Collateral or any other source, apply the whole or any part thereof against the Obligations secured hereby. Lender shall further have the exclusive right to determine how, when and what application of such payments and such credits shall be made on the Obligations, and such determination shall be conclusive upon the Borrowers. Any proceeds of any disposition by Lender of all or any part of the Collateral may be first applied by Lender to the terms payment of expenses incurred by Xxxxxx in connection Fourth Amended and provisions Restated Loan and Security Agreement 52 Express Grain Terminals, LLC, et al. with the Collateral, including attorneys’ fees and legal expenses as provided for in Section 13 hereof. Notwithstanding anything to the contrary set forth above, in no event shall any proceeds of any Collateral owned, or any Guaranty provided, by any Obligor under any Loan Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such Obligor, but appropriate adjustments shall be made with respect to payments from other Obligors to preserve the Intercreditor Agreementallocation to Obligations otherwise set forth above in this Section; provided, the Collateral Agent shall further, that Lender may elect to apply the proceeds of any collection such Collateral or sale Guaranty to repay or cash collateralize any Obligations in accordance with the priority set forth above (other than Excluded Swap Obligation with respect to such Obligor) before applying the proceeds of Collateral, including any Collateral consisting of cash, as follows: First, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document Collateral or Guaranty provided under any of the Collateral ObligationsLoan Document, including all court costs, the fees and expenses of its agents and if in the reasonable fees and expenses determination of its legal counselBank, such order of application will maximize the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise directObligations. The Collateral Agent Lender shall have absolute discretion as to the time of application of any such proceeds, moneys moneys, or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Subject Any moneys and other property collected by the Trustee pursuant to this Article in respect of any series shall be applied in the terms and provisions following order at the date or dates fixed by the Trustee and, in case of the Intercreditor Agreementdistribution of such moneys on account of principal or interest, upon presentation of the Collateral Agent shall apply several Securities in respect of which moneys have been collected and stamping (or otherwise noting) thereon the proceeds payment, or issuing Securities of any collection such series in reduced principal amounts in exchange for the presented Securities of like series if only partially paid, or sale of Collateral, including any Collateral consisting of cash, as followsupon surrender thereof if fully paid: First, to FIRST: To the payment of all costs costs, fees and expenses applicable to such series in respect of which moneys or property have been collected, including reasonable compensation to the Trustee and each predecessor Trustee and their respective agents and attorneys and of all fees, expenses and liabilities incurred by the Trustee and each predecessor Trustee except as a result of gross negligence or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreementwillful misconduct as determined by a final order of a court of competent jurisdiction, any other Indenture Document or any of the Collateral Obligations, including and all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document and any other amounts due to the Trustee or any predecessor Trustee pursuant to Section 5.07; SECOND: In case the Collateral Agent under Section 7.07 principal of the Indenture; SecondSecurities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest on the Securities of such series in full default in the order of the Collateral Obligations owed maturity of the installments of such interest, with interest (to the Holders extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the amounts so applied case of Original Issue Discount Securities) specified in such Securities, such payments to be distributed among made ratably to the Holders pro rata in accordance with Persons entitled thereto, without discrimination or preference; THIRD: In case the amounts principal of the Collateral Obligations owed to Holders on the date Securities of any such distribution); series in respect of which moneys have been collected shall have become and Thirdshall be then due and payable, to the Grantorspayment of the whole amount then owing and unpaid upon all the Securities of such series for principal and interest, their successors with interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or assignsYield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such principal and interest or Yield to Maturity, without preference or priority of principal over interest or Yield to Maturity, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as interest or Yield to Maturity over principal, or of any installment of interest over any other installment of interest, or of any Security of such series over any other Security of such series, ratably to the time aggregate of application of any such proceeds, moneys principal and accrued and unpaid interest or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant Yield to a power of sale granted by statute or under a judicial proceeding), the receipt of 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.Maturity; and

Application of Proceeds. Subject In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement (and subject to the terms and provisions of the any Other Intercreditor AgreementAgreements), the Collateral Agent shall apply the proceeds of any collection or sale of Collateral or Pledged Collateral, including as well as any Collateral or Pledged Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, Agreement or any other Indenture Document or any of the Collateral ObligationsDocument, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor or Pledgor and any other costs or expenses incurred in connection with the exercise 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 IndentureDocument; SecondSECOND, to the payment in full of the Collateral Note Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Note Obligations owed to Holders them on the date of any such distribution)) in the manner provided in the Indenture; and ThirdTHIRD, to the GrantorsGrantors and Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The In accordance with, and to the extent consistent with the Intercreditor Agreement and the Indenture (and subject to the terms of any Other Intercreditor Agreements), 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 Collateral or Pledged Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral or 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 Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the The Collateral Agent shall apply the proceeds of any collection collection, sale, foreclosure or sale of other realization upon any Collateral, including any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or by, and indemnities then owing to, the Collateral Agent or the Trustee (if not the Collateral Agent) (in their respective capacities as such hereunder or under any other Notes Document) in connection with such collection collection, sale, foreclosure or sale realization or otherwise in connection with this Agreement, any other Indenture Notes Document or any of the Collateral Notes Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee Collateral Agent or the Trustee (if not the Collateral Agent Agent) hereunder or under any other Indenture Notes Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 IndentureNotes Document; SecondSECOND, to the payment in full of the Collateral all other Notes Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Notes Obligations owed to Holders them on the date of any such distribution); and ThirdTHIRD, to the extent of the balance of such proceeds after application in accordance with the foregoing, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Subject to the terms and provisions of the Intercreditor Agreement, the The Collateral Agent shall apply the proceeds of any collection collection, sale, foreclosure or sale of other realization upon any Collateral, including any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection collection, sale, foreclosure or sale realization or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or Administrative Agent and/or the Collateral Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 IndentureLoan Document; SecondSECOND, to the payment in full of Unfunded Advances/Participations (the Collateral Obligations amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the Holders date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Obligations owed to Holders them on the date of any such distribution); and ThirdFOURTH, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Subject (a) With respect to Collateral, subject to the terms and provisions of the Intercreditor Agreement, the Collateral Agent shall Trustee will apply the proceeds of any collection collection, sale, foreclosure or sale of other realization upon any Collateral, including proceeds of any title insurance policy required under any Junior Lien Document, received in connection with any foreclosure, collection or other enforcement of Liens granted to the Collateral consisting Trustee in the Security Documents, in the following order of cash, as followsapplication: FirstFIRST, to the payment of all amounts payable under this Agreement or the Closing Date Indenture, on account of documented fees, costs and expenses incurred by the Collateral Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, (including all court reasonable and documented costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel); SECOND, to the repayment of all advances made Indebtedness and other obligations (other than Priority Lien Obligations and Junior Lien Obligations) secured by the Trustee or a Permitted Lien on the Collateral Agent hereunder sold or under any realized upon, to the extent that such other Indenture Document on behalf Indebtedness or obligation is (or is required) to be discharged in connection with such sale or other realization; THIRD, to each Junior Lien Representative for each Series of any Grantor Junior Lien Debt for application to the payment of all outstanding Junior Lien Debt and any other costs or expenses incurred Junior Lien Obligations that are then due and payable in connection with such order as may be provided in the exercise of any right or remedy hereunder or under any other Indenture Document and any other amounts due applicable Junior Lien Documents in an amount sufficient to the Trustee or the Collateral Agent under Section 7.07 of the Indenture; Second, to the payment pay in full of the Collateral and discharge all outstanding Junior Lien Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata that are then due and payable, ratably in accordance with the amounts aggregate outstanding principal amount of the Collateral Junior Lien Obligations owed to Holders on the date held by holders of such Series of Junior Lien Debt; provided that, if any holder of any Series of Junior Lien Debt secured by separate collateral receives, or is able to apply, any proceeds from such distribution)separate collateral, the amount of Junior Lien Obligations with respect to such Series of Junior Lien Debt included in the foregoing shall be reduced by the amount of such proceeds from such separate collateral; and ThirdFOURTH, any surplus then remaining shall be paid to the Grantors, Grantors or their successors or assigns, assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time For purposes of application of any such this Section 3.4(a), “proceeds, moneys or balances in accordance with this Agreement. Upon any sale ” of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute includes any and all cash, securities and other property realized from collection, foreclosure or under a judicial proceeding), the receipt enforcement of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of Trustee’s Liens upon the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application (including distributions of Collateral in satisfaction 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 thereofJunior Lien Obligations).

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the The Collateral Agent shall apply the proceeds of any collection or sale of the Collateral, including as well as any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all reasonable costs and expenses incurred by the Trustee 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, any other Indenture Document Agreement or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor and any other reasonable costs or expenses incurred in connection with the exercise 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 IndentureLoan Document; SecondSECOND, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Obligations owed to Holders them on the date of any such distribution); and ThirdTHIRD, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to Excluded Swap Obligations of such Guarantor.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the Collateral The Administrative Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection or sale of Collateral, including as well as any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all reasonable costs and expenses incurred by the Trustee or the Collateral Administrative Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Obligations, including without limitation all court costs, the fees and expenses of its agents costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee or the Collateral Administrative Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor and Pledgor, any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document Loan Document, and any all other fees, indemnities and other amounts due owing or reimbursable to the Trustee or the Collateral Administrative Agent under any Loan Document in its capacity as such; SECOND, to payment of all fees, indemnities and other amounts (other than principal and interest) payable to the Issuing Bank in capacity as such and of any amount required to be paid to the Issuing Bank by any Revolving Facility Lender pursuant to Section 7.07 2.05(d), (e)(ii) and (h) of the IndentureCredit Agreement and not paid by such Revolving Facility Lender (which shall be payable to the Administrative Agent if the Administrative Agent advanced such payment to the Issuing Bank in anticipation of such payment by such Revolving Facility Lender and otherwise, to the Issuing Bank); SecondTHIRD, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the respective amounts of the Collateral Obligations owed to Holders them on the date of any such distribution, which in the case of Letters of Credit, shall be paid by deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in U.S. Dollars equal to the aggregate L/C Exposure as of such date plus any accrued and unpaid interest thereon); and ThirdFOURTH, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative 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 Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to the terms and provisions All Proceeds of the Intercreditor Agreement, Collateral received by the Collateral Agent shall apply may be applied to discharge or satisfy any expenses (including the proceeds expenses of any collection enforcing the Collateral Agent's rights under this Agreement), Security Interests in favour of Persons other than the Collateral Agent, borrowings, taxes and other outgoings affecting the Collateral or sale of Collateral, including any Collateral consisting of cash, as follows: First, to the payment of all costs and expenses incurred which are considered advisable by the Trustee or the Collateral Agent in connection with such collection to protect, preserve, repair, process, maintain or enhance the Collateral or prepare it for sale or otherwise other disposition, or to keep in connection with good standing any Security Interests on the Collateral ranking in priority to any of the Security Interests created by this Agreement, any other Indenture Document or any to sell, lease or otherwise dispose of the Collateral. The balance of such Proceeds may, at the sole discretion of the Collateral Agent, be held as collateral security for the Secured Obligations or be applied to such of the Secured Obligations (whether or not the same are due and payable) in the following order: FIRST, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Secured Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed PRO RATA among the Holders pro rata in accordance with Lenders according to the amounts of the Collateral Secured Obligations owed then due and owing and remaining unpaid to Holders on the date Lenders; SECOND, for application by it towards prepayment of any the Secured Obligations, PRO RATA among the Lenders according to the amounts of the Secured Obligations then held by the Lenders, but in the absence of an Event of Default, only to the extent the Borrowers are required to make such distribution)prepayment pursuant to the Credit Agreement or as the Borrowers may otherwise agree; and ThirdTHIRD, to any balance of such Proceeds remaining after the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent Secured Obligations shall have absolute discretion as to the time been paid in full in cash or other immediately available funds, no Letters of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale Credit shall be a sufficient discharge to outstanding and the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers Commitments shall not have been terminated shall be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent Borrowers or such officer or to whomsoever may be answerable in any way for lawfully entitled to receive the misapplication thereofsame.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the Collateral Administrative Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or the Collateral Administrative Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Loan Document Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Administrative Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document Loan Document, in each case, that are then due and any other amounts due to the Trustee or the Collateral Agent under Section 7.07 of the Indenturepayable; SecondSECOND, to the payment in full of the Collateral Loan Document Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Loan Document Obligations owed to Holders them on the date of any such distribution); and ThirdTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative 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 Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Collateral are insufficient to pay its Loan Document Obligations and the fees and disbursements of any attorneys employed by any Secured Party to collect such deficiency to the extent such fees and disbursements would be payable under Section 9.03 of the Credit Agreement.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection or sale of Collateral, including as well as any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all reasonable costs and expenses and indemnification amounts incurred by the Trustee Collateral Agent or the Collateral Agent Trustee in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee Collateral Agent or the Collateral Agent Trustee hereunder or under any other Indenture Document on behalf of any Grantor Pledgor and any other reasonable costs or expenses incurred in connection with the exercise 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 IndentureDocument; SecondSECOND, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the respective amounts of the Collateral Obligations owed to Holders them on the date of any such distribution); and ThirdTHIRD, to the GrantorsPledgors, their successors or assigns, 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 the request of the Collateral Agent prior to any distribution under this Section 5.02, each Authorized Representative shall provide to the Collateral Agent certificates, in form and substance reasonably satisfactory to the Collateral Agent, setting forth the respective amounts referred to in this Section 5.02, that each applicable Secured Party or their Authorized Representative believes it is entitled to receive, and the Collateral Agent shall be fully entitled to rely on such certificates. Upon any sale of Collateral by the Collateral Agent (including pursuant to 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. Subject At such intervals as may be agreed upon by Borrower and Lender, or, if an Event of Default shall have occurred and be continuing, at any time at Lender’s election, Lender may apply all or any part of Proceeds from the sale of, or other realization upon, all or any part of the Collateral in payment of the Secured Obligations in such order as Lender shall determine in its discretion. Any part of such funds which Lender elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by Lender to the terms and provisions applicable Loan Party or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations shall have been Paid in Full shall be paid over by Lender to the applicable Loan Party or to whomsoever may be lawfully entitled to receive the same. In the absence of a specific determination by Lender, the Proceeds from the sale of, or other realization upon, all or any part of the Intercreditor Agreement, Collateral in payment of the Collateral Agent Secured Obligations shall apply be applied in the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as followsfollowing order: FirstFIRST, to the payment of all costs fees, costs, expenses and expenses incurred by the Trustee or the Collateral Agent indemnities of Lender (in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligationsits capacity as such), including all court costsAttorney Costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred Secured Obligations owing to Lender in connection with the exercise respect of any right or remedy hereunder or under any other Indenture Document and any other amounts due sums advanced by Lender to the Trustee or preserve the Collateral Agent under Section 7.07 of or to preserve its security interest in the IndentureCollateral, until paid in full; SecondSECOND, to the payment in full of all of the Collateral Secured Obligations owed (other than Hedging Obligations and other Bank Product Obligations) consisting of accrued and unpaid interest owing to the Holders (the amounts so applied to be distributed among the Holders pro rata Lender, until paid in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution)full; and ThirdTHIRD, to the Grantorspayment of all Secured Obligations consisting of principal or Hedging Obligations owing to Lender, their successors or assignsuntil paid in full; FOURTH, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time payment of application all Bank Products Obligations (other than Hedging Obligations) owing to Lender or its Affiliates, until paid in full; FIFTH, to the payment of all other Secured Obligations owing to Lender, until paid in full; and SIXTH, to the payment of any remaining Proceeds, if any, to whomever may be lawfully entitled to receive such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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 thereofamounts.

Application of Proceeds. Subject All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral pursuant to the terms exercise by it of its remedies as a secured party as provided in Section 9 of this Agreement shall, in the discretion of the Administrative Agent, be held by the Collateral Agent as collateral for, and provisions then at any time thereafter shall, upon instruction from the Administrative Agent, be applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 10.4 of the Credit Agreement) in whole or in part against, all or any part of the Second Priority Obligations in such order as provided for in the Credit Agreement and the Intercreditor Agreement, . Any surplus of such cash or cash proceeds held by the Collateral Agent and remaining after payment in full of all the Second Priority Obligations shall apply be promptly paid over to the Grantors or to whomever may be at such time lawfully entitled to receive such surplus. Each Grantor shall remain liable for any deficiency if the proceeds of any such sale, collection or sale of Collateral, including any Collateral consisting of cash, as follows: First, other realization are insufficient to the payment of all costs pay its Second Priority Obligations and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf disbursements of any Grantor and any other costs or expenses incurred in connection with the exercise 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 payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, 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 Collateral attorneys employed by the Collateral Agent or any Second Priority Secured Party to collect such deficiency. Section 11. No Waiver, Discontinuance Of Proceeding. (including pursuant to a a) Each and every right, power of sale granted by statute or under a judicial proceeding), the receipt of 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 remedy hereby specifically given to the Collateral Agent or otherwise in this Agreement shall be cumulative and shall be in addition to every other right, power and remedy specifically given under this Agreement, the Credit Agreement or the other Loan Documents now or hereafter existing at law, in equity or by statute and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time or simultaneously and as often and in such officer order as may be deemed expedient by the Collateral Agent. All such rights, powers and remedies shall be cumulative and the exercise or the beginning of the exercise of one shall not be answerable deemed a waiver of the right to exercise any other or others. No delay or omission of the Collateral Agent in the exercise of any such right, power or remedy and no renewal or extension of any of the Second Priority Obligations shall impair any such right, power or remedy or shall be construed to be a waiver of any default or Event of Default or an acquiescence therein. No notice to or demand on any Grantor in any way for case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the misapplication thereof.rights of the Collateral Agent to any other or further action in any circumstances without notice or demand. In the event that the Collateral Agent shall bring any suit to enforce any of its rights hereunder and shall be entitled to judgment, then in such suit the Collateral Agent may recover reasonable expenses, including reasonable attorneys’ fees, and the amounts thereof shall be included in such judgment. (b) In the event the Collateral Agent shall have instituted any proceeding to enforce any right, power or remedy under this Agreement, the Credit Agreement or the other Loan Documents by foreclosure, sale, entry or otherwise, and such proceeding shall have been

Application of Proceeds. Subject The Collateral Agent shall, subject to the terms and provisions of the any applicable Intercreditor Agreement, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection or sale of CollateralCollateral realized through the exercise by the Collateral Agent of its remedies hereunder, including as well as any Collateral consisting of cashcash at any time when remedies are being exercised hereunder, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Secured Obligations, secured by such Collateral, including without limitation all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document Loan Document, and any all other fees, indemnities and other amounts due owing or reimbursable to the Trustee or the Collateral Agent under Section 7.07 of the Indentureany Loan Document in its capacity as such; SecondSECOND, to the payment in full of the Collateral Secured Obligations owed to be further distributed to the Holders (the amounts so applied to be distributed among the Holders pro rata Secured Parties in accordance with the amounts order of priority set forth in Section 7.02 of the Collateral Obligations owed to Holders on the date of any such distribution)Credit Agreement; and ThirdTHIRD, to the GrantorsPledgors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to 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. Subject to the terms and provisions of the Intercreditor Agreement, the The Collateral Agent shall ------------------------ apply the proceeds of any collection or sale of Collateral, including as well as any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Transaction Document or any of the Collateral Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Transaction Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document and any other amounts due Transaction Document; SECOND, to the Trustee or the Collateral Agent under for distribution to the Secured Parties as provided in Section 7.07 4.01 of the Indenture; Second, to Intercreditor Agreement for the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution)Secured Parties; and ThirdTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Subject to the terms of the Intercreditor Agreement, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Subject After the exercise of remedies provided for in Section 7.01, subject to the terms and provisions of the any applicable Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection or or, prior to the Collateral Release Date, sale of Collateral, including any Collateral consisting of cash, as follows: First. FIRST, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Secured Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses legal counsel payable under Section 9.03 of its legal counselthis Agreement, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Loan Document and any other amounts due payable to the Trustee or the Collateral Agent under Section 7.07 of the IndentureAgent; SecondSECOND, to the payment of amounts then due and owing and remaining unpaid in full respect of the Collateral Secured Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Secured Obligations owed to Holders them on the date of any such distribution); and ThirdTHIRD, to the Grantorsrepayment of any remaining Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations then held by the Secured Parties) (other than contingent indemnification obligations not yet due and owing); and FOURTH, after no Letters of Credit shall be outstanding (other than Letters of Credit cash-collateralized to the reasonable satisfaction of the Issuing Bank) and the Commitments shall have been terminated, any remaining balance shall be paid to the Loan Parties, their successors or and assigns, 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 Prior to the Collateral Release Date, upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. For the avoidance of doubt, notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor AgreementIntecreditor Agreements, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection or sale of Collateral, including as well as any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and expenses and indemnification obligations incurred by the Trustee Collateral Agent or the Collateral Agent Trustee in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document Noteholder Documents or any of the Collateral Notes Obligations, including including, without limitation, all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee Collateral Agent or the Collateral Agent Trustee hereunder or under any other Indenture Noteholder Document on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document Noteholder Document, and any all other fees, indemnities and other amounts due owing or reimbursable to the Trustee or the Collateral Agent or the Trustee under Section 7.07 of the Indentureany Noteholder Document in its capacity as such; SecondSECOND, to the payment in full of the Collateral Notes Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Indenture Secured Parties pro rata in accordance with the respective amounts of the Collateral Notes Obligations owed to Holders them on the date of any such distribution); and ThirdTHIRD, to the GrantorsIssuer, their its successors or assigns, assigns 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 Collateral by the Collateral Agent (including pursuant to 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. If, after receipt of any payment which is applied to the payment of all or any part of any Notes Obligations, the Collateral Agent, Trustee or any Holder is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set-off, or a diversion of trust funds, or for any other reason, then the Notes Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by such Collateral Agent, Trustee or Holder and the Issuer shall be liable to pay to such Collateral Agent, Trustee and the Holders, and shall indemnify the Collateral Agent, Trustee and the Holders and holds the Collateral Agent, Trustee and the Holders harmless for the amount of such payment or proceeds surrendered. The provisions of this paragraph shall be and remain effective notwithstanding any contrary action which may have been taken by the Collateral Agent, Trustee or any Holder in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Collateral Agent’s, Trustee’s and the Holders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this paragraph shall survive the termination of this Agreement.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, subject to the terms of the Intercreditor Agreement, as follows: First(i) first, to the payment of all costs and expenses incurred by the Trustee or amounts owing to the Collateral Agent in connection with its capacity as such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts terms of the Collateral Indenture and to amounts owing to the Trustee in its capacity as such in accordance with the terms of the Indenture, (ii) second, to amounts owing to any Pari Passu Lien Agent in its capacity as such in accordance with the terms of the applicable Pari Passu Lien Agreement, (iii) third, ratably to amounts owing to the holders of Secured Obligations owed to Holders on in accordance with the date terms of any such distribution)the Indenture and Pari Passu Lien Agreements; and Third(iv) fourth, to the GrantorsIssuer and/or other persons entitled thereto. In making the determination and allocations required by this Section 4.02, their successors or assignsthe Collateral Agent may conclusively rely upon information supplied by the applicable Pari Passu Lien Agent as to the amounts of unpaid principal, or as a court interest and other amounts outstanding with respect to such Pari Passu Lien Indebtedness and the Collateral Agent shall have no liability to any of competent jurisdiction may otherwise directthe Secured Parties for actions taken in reliance on such information. 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. The Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations, provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error).

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the Collateral Agent Trustee shall promptly apply the proceeds proceeds, moneys or balances of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Collateral Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreementthe Indenture, any other Indenture Note Document or any of the Collateral ObligationsObligations secured by such Collateral, including without limitation all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Collateral Trustee or under the Collateral Agent hereunder Indenture or under any other Indenture Note Document on behalf of any Grantor and Pledgor, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document Note Document, and any all other fees, indemnities and other amounts due owing or reimbursable to the Collateral Trustee or the Collateral Agent under Section 7.07 of the Indentureany Note Document in its capacity as such; SecondSECOND, to the payment in full of the Collateral Obligations owed to the Holders (secured by such Collateral, the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the respective amounts of the Collateral such Obligations owed to Holders them on the date of any such distribution); and ThirdTHIRD, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent 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 Collateral by the Collateral Agent Trustee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent 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 Collateral Agent Trustee or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement(a) Unless otherwise required by applicable law, the Collateral Agent shall apply the proceeds of any the collection or sale of any Collateral, including any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, Agreement or any other Indenture Document Credit Document, or otherwise in connection with any of the Collateral Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Credit Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Credit Document and any other amounts due at the direction or for the benefit of holders of the Obligations; SECOND, to the Trustee payment of all such Obligations as shall be owed to the Administrative Agent (in such capacity) and all such Obligations for fees, indemnification or the Collateral Agent under Section 7.07 reimbursement of the Indentureexpenses as shall be owed to any Issuing Bank; SecondTHIRD, to the payment in full of the Collateral other Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata other than Miscellaneous Obligations) secured by such Collateral, ratably in accordance with the amounts of the Collateral such Obligations owed to Holders on the date of any such distribution)application; and ThirdFOURTH, to the payment in full of any Miscellaneous Obligations (other than the Miscellaneous Obligations described in clause (c) of the definition of Miscellaneous Obligations) secured by such Collateral, ratably in accordance with the amounts of such Obligations on the date of such application; FIFTH, to the payment in full of any Miscellaneous Obligations described in clause (c) of the definition of Miscellaneous Obligations secured by such Collateral, ratably in accordance with the amounts of such Obligations on the date of such application; SIXTH, to the “Collateral Agent” under and as defined in the Second Lien Guarantee and Collateral Agreement for application as provided therein to satisfy obligations secured by Liens on the Collateral created thereunder or under the “Other Security Documents” (as defined therein) that are junior to the Liens created hereunder and under the Other Security Documents; SEVENTH, if the Second Lien Guarantee and Collateral Agreement shall no longer be in effect or if the Collateral Agent shall be advised by the “Collateral Agent” under and as defined in the Second Lien Guarantee and Collateral Agreement that there are no persons entitled under the Second Lien Guarantee and Collateral Agreement to receive such proceeds or cash, to the Junior Collateral Agents (as such term is defined in the Lien Subordination and Intercreditor Agreement) for application as provided in the Lien Subordination and Intercreditor Agreement; and EIGHTH, if there shall be no outstanding “Junior Obligations”, as defined in the Lien Subordination and Intercreditor Agreement, or if the Collateral Agent shall be advised by each Junior Collateral Agent (as such term is defined in the Lien Subordination and Intercreditor Agreement) that there are no persons entitled under the documents governing “Junior Obligations”, as defined in the Lien Subordination and Intercreditor Agreement, to receive such proceeds or cash, to the applicable Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Notwithstanding the provisions of clause THIRD above, any Article 9 Collateral consisting of cash deposited to collateralize Letter of Credit reimbursement obligations pursuant to the Credit Agreement will be applied first against such reimbursement obligations.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the Collateral Agent shall apply the The proceeds of any collection or sale of Collateral, including as well as any Collateral consisting of cash, shall be applied by the Agent as follows: FirstFIRST, to the Agent to reimburse the Agent for that portion of the payments, if any, made by it with respect to Letters of Credit for which a Lender, as a participant in such Letter of Credit pursuant to Section 2.18 of the Credit Agreement, failed to pay its pro rata share thereof as required pursuant to such Section 2.18; SECOND, to the payment of all reasonable costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document Agreement or any of the Collateral Secured Obligations, including including, but not limited to, all court costs, the fees and expenses of its agents costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor the Grantors and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document and any other amounts due hereunder; THIRD, to the Trustee or Agent to be held as cash collateral to the Collateral Agent under Section 7.07 extent of the Indentureundrawn amounts, if any, of outstanding Letters of Credit; SecondFOURTH, pro rata to the payment in full of principal and interest in respect of any Loans outstanding (pro rata as among the Lenders in accordance with the amounts of the Loans made by them pursuant to the Credit Agreement); FIFTH, to the payment in full of the Collateral all Secured Obligations (other than those referred to above) owed to the Holders Lenders (the amounts so applied to be distributed pro rata as among the Holders pro rata Lenders in accordance with the amounts of the Collateral Secured Obligations owed to Holders each Lender on the date of any such distribution); and ThirdSIXTH, to the Indenture Trustee for the Senior Secured Notes, to the appropriate Grantors, their successors or and assigns, or to whosoever may be lawfully entitled to receive 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 Collateral by the Collateral Agent (including including, without limitation, pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Subject to the terms and provisions The proceeds of the Intercreditor Letter of Credit shall be applied by Crestmark, first upon all expenses authorized by this Agreement, the Collateral Agent shall apply Documents or by law, including reasonable attorney's fees incurred by Crestmark; the balance of the proceeds of any collection such sale or sale of Collateral, including any Collateral consisting of cash, as follows: First, other disposition shall be applied to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this AgreementIndebtedness, any first to interest, then to principal, then to other Indenture Document or any of the Collateral ObligationsIndebtedness, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counselsurplus, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document and any other amounts due if any, shall be paid over to the Trustee Borrower or the Collateral Agent to such other Person or Persons as may be entitled thereto under Section 7.07 of the Indenture; Second, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise directapplicable law. The Collateral Agent Borrower shall have absolute discretion as remain liable for any deficiency, which the Borrower shall pay to the time of application of any such proceeds, moneys or balances in accordance with this AgreementCrestmark immediately upon demand. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale Nothing herein contained shall be a sufficient discharge construed to the purchaser make Crestmark an agent or purchasers Trustee of the Collateral so sold Borrower for any purpose whatsoever, and such purchaser or purchasers Crestmark shall not be obligated to see to the application of responsible or liable for any shortage, discrepancy, damage, loss or destruction or any part of the purchase money paid over Collateral wherever the same may be located and regardless of the cause thereof (except to the extent it is determined by final judicial decision that Crestmark's act or omission constituted gross negligence or willful misconduct). Crestmark shall not, under, circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts, liquidation of the Collateral Agent or such officer any instrument received in payment thereof or for any damage resulting therefrom (except to the extent it is determined by a final judicial decision that Crestmark's error, omission or delay constituted gross negligence or willful misconduct). Crestmark does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to Crestmark, and Crestmark shall not be answerable responsible in any way for the misapplication performance by the Borrower of any kind of the terms and conditions thereof.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the The Collateral Agent shall apply the proceeds of any collection or sale of the Collateral, including as well as any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all 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, any other Indenture Document Agreement or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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; SecondSECOND, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to such Holders on the date of any such distribution); and ThirdTHIRD, to the Grantors, their successors or assigns, 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 6.02. 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 pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Subject Any amounts collected by Lender hereunder ----------------------- shall be applied by Lender, to the terms and provisions of the Intercreditor Agreementpay, in such order as Lender shall elect, the Collateral Agent shall apply the proceeds of any collection or sale of CollateralIndebtedness, including any Collateral consisting of cashall principal; accrued and unpaid interest; default rate interest, as follows: First, to the payment of prepayment fees (if applicable); advances; and all costs and expenses expenses, including Attorneys Fees, incurred by Lender in operating, protecting, preserving and realizing on Lender's interest in the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, Real Property including any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses incurred in the representation of its legal counselLender in any proceeding under Xxxxx 00, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor Xxxxxx Xxxxxx Code; and any other costs amount due under the Note, the Mortgage or expenses incurred in connection with any other of the Loan Documents. It is understood and agreed that except as provided by law neither the assignment of the Revenues to Lender nor the exercise by Lender of any right of its rights or remedy hereunder remedies under this Assignment shall be deemed to make Lender a "Mortgagee-in-Possession" or under otherwise responsible or liable in any other Indenture Document and any other amounts due manner with respect to the Trustee Real Property or the Collateral Agent under Section 7.07 use, occupancy, enjoyment or operation of all or any portion thereof, unless and until Lender, in person or by agent, assumes actual possession thereof, nor shall appointment of a receiver by any court at the request of Lender or by agreement with Borrower or the entering into possession of the Indenture; Second, Real Property or any part thereof by such receiver be deemed to make Lender a "Mortgagee-in-Possession" or otherwise responsible or liable in any manner with respect to the payment in full Real Property or the use, occupancy, enjoyment or operation of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of all or any such distribution); and Third, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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 portion thereof.

Application of Proceeds. Subject All monies received by the Chargee from any proceeding instituted or step taken under this Charge or any other Security Documents shall subject to statutory priorities (if any), be applied by the Chargee:- FIRST in payment of any quit rents, taxes assessments fees lawful outgoing and other fees due and payable to the terms and provisions relevant authorities in respect of the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of Property or any collection other property charged or sale of Collateral, including any Collateral consisting of cash, as follows: First, assigned to the Chargee as security for the Secured Amounts; SECOND in payment of all costs costs, charges and other expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances payments made by the Trustee Chargee under the provisions this Charge or any other Security Documents ( if any) and any other taxes payable under any written law for the Collateral Agent hereunder time being in force on the disposal of the Property; THIRD in or towards payment to the Chargee of the Secured Amounts due and remaining unpaid and of all other monies due and remaining unpaid under this Charge and the Master Facility Agreement; FOURTH in or towards payment to the Chargor and/or Customer’s liabilities to the Chargee (whether such liabilities be present, future, actual, contingent, primary, secondary, collateral, secured or unsecured, several or joint) under any other Indenture Document on behalf accounts of any Grantor and any other costs whatsoever nature, agreement or expenses incurred in connection contract or otherwise with the exercise Chargee and all such monies available under this premise are specially held in trust for the Chargee for the satisfaction of such liabilities; and FIFTH any surplus shall be paid to such person entitled thereto. PROVIDED ALWAYS THAT the Chargee may in its sole and absolute discretion alter the above order of payment or keep such monies in a suspense account but such alteration in the order of payment or payment into a suspense account shall not prejudice the 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, Chargee to receive the payment in full of amount to which it would have been entitled if the Collateral Obligations owed primary order had been observed or any lesser amount which the sum ultimately realized from the security may be sufficient to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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 thereofpay.

Application of Proceeds. Subject to The Collateral Agent shall apply the proceeds of any collection or sale of Collateral in accordance with the terms and provisions specified in Section 2.01(b) of the Intercreditor Agreement. In the event no Intercreditor Agreement is in effect at any time, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all agent’s fees and collateral management fees of the Collateral Agent and all fees, costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Note Document, any other LC Facility Document or any of the Collateral Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, all amounts payable in respect of Indemnified Liabilities (as defined in the Real Estate Collateral Management Agreement) to the extent such Indemnified Liabilities are matured, payable and owing to the Collateral Agent and its related Indemnified Parties (as defined in the Real Estate Collateral Management Agreement), the repayment of all advances made by the Trustee or the Collateral Agent hereunder hereunder, under any other Note Document or under any other Indenture LC Facility Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder hereunder, under any other Note Document or under any other Indenture Document and any other amounts due to the Trustee or the Collateral Agent under Section 7.07 of the IndentureLC Facility Document; SecondSECOND, to the payment in full of the Collateral LC Facility Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral LC Facility Obligations owed to Holders them on the date of any such distribution); THIRD, to the payment in full of the Notes Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Notes Obligations owed to them on the date of any such distribution); and ThirdFOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent is hereby authorized to establish and maintain as a blocked account under the sole dominion and control of the Collateral Agent, a restricted deposit account designated as “Xxxx Homes Collateral Account” into which the Collateral Agent may deposit proceeds of Collateral. All amounts at any time held in the Collateral Account shall be beneficially owned by Grantors but shall be held in the name of the Collateral Agent hereunder, as collateral security for the Obligations upon the terms and conditions set forth herein. Grantors shall have absolute discretion no right to withdraw, transfer or, except as expressly set forth herein or in the Intercreditor Agreement, otherwise receive any funds deposited into the Collateral Account. Cash held by the Collateral Agent in the Collateral Account shall not be invested by the Collateral Agent but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement or in the Intercreditor Agreement. Subject to the time Collateral Agent’s rights hereunder, any interest, if any, earned on deposits of application of any cash in the Collateral Account shall be deposited directly in, and held in, the Collateral Account. The Collateral Agent is hereby authorized to establish and maintain accounts at such proceeds, moneys banking institutions necessary or balances appropriate to receive and distribute proceeds in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding)Section 5.02, the receipt of Security Documents, the Collateral Agent or of LC Facility Documents and 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 thereofNotes Documents.

Application of Proceeds. Subject In the event Borrower shall suffer any loss covered by insurance, Borrower shall immediately notify Agent in writing, and Borrower hereby authorizes and directs each and every insurance company concerned to make payments for such loss directly and solely to Agent (who may, but need not, make proof of loss) and Agent is hereby authorized to adjust, collect and compromise in its discretion all claims under all such policies, and Borrower shall sign, upon demand by Agent, all receipts, vouchers and releases required by such insurance companies; provided, however, that other than after the terms occurrence and provisions during the continuance of an Event of Default, Borrower may adjust, collect and compromise insurance claims upon notice to and with Agent's consent (which shall be exercised reasonably and in good faith) so long as Borrower is acting reasonably and diligently. In the Intercreditor Agreementevent Borrower shall be awarded any amount pursuant to any condemnation proceeding or the taking or injury to any property for public use, the Collateral Borrower shall immediately notify Agent shall apply in writing and Borrower agrees that the proceeds of all such awards shall be paid to Agent and authorizes Agent, on behalf and in the name of Borrower to execute and deliver valid acquittances for and to appeal from any collection such award. Borrower shall also immediately notify Agent of any actual or sale threatened condemnation or eminent domain proceedings and shall give Agent at any time any additional instruments requested by Agent for the purpose of Collateralvalidly and sufficiently assigning all awards or appealing any such award. Insurance proceeds and awards described in this Section 7.6 (collectively, including "LOSS PROCEEDS"), or any Collateral consisting part thereof, received by Agent, after deducting therefrom any expenses incurred, may be applied by Agent at its option (i) to the repair or restoration of cashthe property suffering any loss, as follows: Firstcondemnation or taking ("LOSS PROPERTY"), (ii) to the payment of all costs the Liabilities, whether or not due and expenses incurred by the Trustee in whatever order Agent elects, or (iii) to any other purpose or objects for which Agent or the Collateral Agent in connection with such collection or sale or otherwise in connection with Lenders are entitled to advance funds under this Agreement, all without affecting the lien or security interest created by the Collateral Documents, and any other Indenture Document balance of such monies shall be paid to Borrower or the Person lawfully entitled thereto. None of Agent and the Lenders shall be held responsible for any failure to collect any insurance proceeds due under the terms of any policy regardless of the Collateral Obligations, including all court costs, the fees and expenses cause of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document and any other amounts such failure unless due to the Trustee gross negligence or wilful misconduct of Agent. Notwithstanding the Collateral foregoing, Agent under Section 7.07 of and the Indenture; Second, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of Lenders agree that any such distribution); and Third, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale Loss Proceeds 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.applied as follows:

Application of Proceeds. Subject Notwithstanding any other provision contained herein to the terms and contrary, at such time as the Agent has received, for application to the Senior Debt, aggregate proceeds of Real Estate Collateral in an amount equal to the Real Estate Limit, all subsequent proceeds attributable to Real Estate Collateral shall be paid to the Trustee, for application against the Indenture Debt, until all of such Indenture Debt is repaid in full. The provisions of the Intercreditor foregoing sentence shall apply to proceeds of Real Estate Collateral, whether received by the Agent prior to or during the continuance of any Proceeding and whether such proceeds are paid pursuant to any pre-petition or post-petition financing facilities. Until such time as the Agent has received, for application against the Senior Debt, aggregate proceeds of Real Estate Collateral in an amount equal to the Real Estate Limit, any payment or distribution of the assets or properties of the Company of any kind or character, whether in cash, property, or securities, to which the Noteholders would be entitled except for the provisions of this Agreement, the Collateral Agent shall apply the or which constitute proceeds of any collection or sale of Indenture Collateral, including shall be paid by the Company, debtor-in-possession, liquidating trustee or agent or other Person making such payment or distribution directly to the Agent on behalf of the Senior Lenders, and in the event that any such payment or distribution shall be received by the Trustee on account of Indenture Debt, at a time prior to the Agent having received, for application against the Senior Debt, proceeds of Real Estate Collateral consisting of cashin an amount equal to the Real Estate Limit, as follows: Firstsuch payment or distribution shall be received and held in trust for and paid over to the Agent forthwith, for application to the payment of the Senior Debt, until the Real Estate Limit is reached. After the Agent has received proceeds from the Real Estate Collateral equal to the Real Estate Limit, all costs payments and expenses incurred distributions of any Real Estate Collateral shall be treated by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any the same manner as set forth above for the benefit of the Collateral Obligations, including all court costs, the fees Noteholders and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document and any other amounts due paid to the Trustee until the Indenture Debt is paid in full. Nothing contained in this Agreement shall preclude the Company from paying the Trustee (or the Collateral Agent Trustee from retaining) the fee and expense reimbursements to which it is entitled under Section 7.07 of the Indenture; Second, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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 thereofIndenture Documents.

Application of Proceeds. Subject At such intervals as may be agreed upon by Borrowers and Lender, or, if an Event of Default shall have occurred and be continuing, at any time at Lender's election, Lender may apply all or any part of Proceeds from the sale of, or other realization upon, all or any part of the Collateral in payment of the Secured Obligations in such order as Lender shall determine in its discretion. Any part of such funds which Lender elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by Lender to the terms and provisions applicable Loan Party or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations shall have been Paid in Full shall be paid over to the applicable Loan Party or to whomsoever may be lawfully entitled to receive the same. In the absence of a specific determination by Lender, the Proceeds from the sale of, or other realization upon, all or any part of the Intercreditor Agreement, Collateral in payment of the Collateral Agent Secured Obligations shall apply be applied in the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as followsfollowing order: FirstFIRST, to the payment of all costs fees, costs, expenses and expenses incurred by the Trustee or the Collateral Agent indemnities of Lender (in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligationsits capacity as such), including all court costsAttorney Costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred Secured Obligations owing to Lender in connection with the exercise respect of any right or remedy hereunder or under any other Indenture Document and any other amounts due sums advanced by Lender to the Trustee or preserve the Collateral Agent under Section 7.07 of or to preserve its security interest in the IndentureCollateral, until paid in full; SecondSECOND, to the payment of all fees, costs, expenses and indemnities of Lender, until paid in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution)full; and ThirdTHIRD, to the Grantors, their successors or assigns, or as a court payment of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as all of the Secured Obligations in respect of the Swing Line Loans to the time Swing Line Lender, until paid in full; FOURTH, to the payment of application all of the Secured Obligations (other than Hedging Obligations and other Bank Product Obligations) consisting of accrued and unpaid interest owing to Lender, until paid in full; FIFTH, to the payment of all Secured Obligations consisting of principal or Hedging Obligations owing to Lender, until paid in full; SIXTH, to the payment of Lender an amount equal to all Secured Obligations in respect of outstanding Letters of Credit to be held as cash collateral in respect of such obligations; SEVENTH, to the payment of all Bank Products Obligations (other than Hedging Obligations) owing to Lender or its Affiliates, until paid in full; EIGHTH, to the payment of all other Secured Obligations owing to Lender, until paid in full; and NINTH, to the payment of any remaining Proceeds, if any, to whomever may be lawfully entitled to receive such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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 thereofamounts.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the Collateral The Administrative Agent shall apply the proceeds Proceeds of any collection collection, sale, foreclosure or sale of other realization upon any Collateral, including any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or the Collateral Administrative Agent in connection with such collection collection, sale, foreclosure or sale realization or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee or the Collateral Administrative Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 IndentureLoan Document; SecondSECOND, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Obligations owed to Holders them on the date of any such distribution); and ThirdTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceedsProceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Grantors shall remain liable for any deficiency if the Proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any Lender to collect such deficiency. Notwithstanding the foregoing, the Proceeds of any collection, sale, foreclosure or realization upon any Collateral of any Grantor, including any collateral consisting of cash, shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other secured obligations.

Application of Proceeds. Subject In accordance with, and to the extent consistent with, the terms and provisions of the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of the Collateral, including as well as any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all 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, any other Indenture Document or any of the Collateral Obligations (or any such costs and expenses incurred by a trustee or a collateral agent in connection with Other Second-Lien Obligations), including all court costs, the fees and expenses of its agents costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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; SecondSECOND, to the payment in full of the Collateral 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 Collateral Obligations owed to the Holders and Other Second-Lien Obligations owed to holders of such Indebtedness on the date of any such distribution); and ThirdTHIRD, to the Grantors, their successors or assigns, 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 6.02. 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 pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Subject In the event Borrowers shall suffer any loss covered by insurance, Borrowers shall immediately notify Lender in writing, and each Borrower for itself, hereby agrees to and hereby authorizes and directs each and every insurance company concerned to make payments for such loss directly and solely to Lender (who may, but need not, make proof of loss) and Lender is hereby authorized to adjust, collect and compromise in its discretion all claims under all such policies, and each Borrower shall sign, upon demand by Lender, all receipts, vouchers and releases required by such insurance companies; provided, that other than after the terms occurrence and provisions during the continuance of an Event of Default, any Borrower may adjust, collect and compromise insurance claims upon notice to and with Lender's consent (which shall be exercised reasonably and in good faith), provided further such Borrower is acting reasonably and diligently. In the Intercreditor Agreementevent any Borrower shall be awarded any amount pursuant to any condemnation proceeding or the taking or injury to any property for public use, the Collateral Agent Borrowers shall apply immediately notify Lender in writing and Borrowers agree that the proceeds of all such awards shall be paid to Lender and authorize Lender, on behalf and in the name of Borrowers to execute and deliver valid acquittances for and to appeal from any collection such award. Borrowers shall also immediately notify Lender of any actual or sale threatened condemnation or eminent domain proceedings and shall give Lender at any time any additional instruments requested by Lender for the purpose of Collateralvalidly and sufficiently assigning all awards or appealing any such award. Insurance proceeds and awards described in this Section 7.6 (collectively, including "Loss Proceeds"), or any Collateral consisting part thereof, received by Lender, after deducting therefrom any expenses incurred, may be applied by Lender at its option (i) to the repair or restoration of cashthe property suffering any loss, as follows: Firstcondemnation or taking ("Loss Property"), (ii) to the payment of all costs the Liabilities, whether or not due and expenses incurred by the Trustee in whatever order Lender elects, or the Collateral Agent in connection with such collection (iii) to any other purpose or sale or otherwise in connection with objects for which Lender is entitled to advance funds under this Agreement, all without affecting the lien or security interest created by the Collateral Documents, and any other Indenture Document balance of such monies shall be paid to Borrowers or the Person lawfully entitled thereto. Lender shall not be held responsible for any failure to collect any insurance proceeds due under the terms of any policy regardless of the Collateral Obligations, including all court costs, the fees and expenses cause of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document and any other amounts such failure unless due to the Trustee gross negligence or wilful misconduct of Lender. Notwithstanding the Collateral Agent under Section 7.07 of the Indenture; Secondforegoing, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of Lender agrees any such distribution); and Third, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale Loss Proceeds 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.applied as follows:

Application of Proceeds. Subject to the terms and provisions of the Closing Date Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection collection, sale, foreclosure or sale of other realization upon any Collateral, including as well as any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all reasonable costs and expenses incurred by the Trustee Collateral Agent (in its capacity as such hereunder or under the Collateral Credit Agreement or any other Loan Document) and the Agent in connection with such collection collection, sale, foreclosure or sale realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Agent otherwise relating to or arising in connection with this Agreement, the Credit Agreement or any other Indenture Loan Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee Collateral Agent or the Collateral Agent hereunder or under the Credit Agreement or any other Indenture Loan Document on behalf of any Grantor and Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement or any other Indenture Document Loan Document, and any other amounts due to the Trustee or indemnification of the Collateral Agent and the Agent required by the terms hereunder, under Section 7.07 of the IndentureCredit Agreement or any other Loan Document; SecondSECOND, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata Agent for distribution in accordance with the amounts priorities set forth in Section 2.4(b)(ii) of the Collateral Obligations owed to Holders on Credit Agreement (whether or not an Application Event has occurred and is continuing). Except as otherwise provided herein, the date of any such distribution); and Third, to the Grantors, their successors or assigns, 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 and the Closing Date Intercreditor Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Subject Notwithstanding anything to the terms contrary contained in this Agreement, upon the occurrence and provisions during the continuance of an Event of Default, each Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Credit Party of all or any part of the Intercreditor AgreementObligations, and, as between Credit Parties on the Collateral one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received MidCap / ATEC / Credit, Security and Guaranty Agreement by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any collection or sale and all payments received by Agent in respect of Collateralthe Obligations, including and any and all proceeds of Collateral consisting of cashreceived by Agent, as followsin the following order: Firstfirst, to the payment of all costs fees, costs, indemnities, liabilities, obligations and expenses incurred by the Trustee or the Collateral owing to Agent in connection with such collection or sale or otherwise in connection with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Indenture Document Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Collateral ObligationsBankruptcy Code, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document would have accrued on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 Indenturesuch amounts); Secondfourth, to the payment in full principal amount of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution)outstanding; and Third, fifth to any other indebtedness or obligations of Credit Parties owing to Agent or any Lender under the Grantors, their successors Financing Documents. Any balance remaining shall be delivered to Credit Parties or assigns, to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to In carrying out the time of application of any such proceedsforegoing, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale y) amounts received shall be a sufficient discharge to applied in the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see numerical order provided until exhausted prior to the application of any part to the next succeeding category, and (z) each of the purchase money paid over Persons entitled to the Collateral Agent or such officer or be answerable receive a payment in any way particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for the misapplication thereofsuch category.

Application of Proceeds. Subject to the terms and provisions of the Equal Priority Intercreditor Agreement, all proceeds collected by the Collateral Agent shall apply the proceeds upon any collection, sale, foreclosure or other realization upon any Collateral (including any distribution pursuant to a plan of any collection or sale of Collateralreorganization), including any Collateral consisting of cash, shall be applied as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee Administrative Agent or the Collateral Agent (in their capacity as such hereunder or under any other Loan Document) in connection with such collection collection, sale, foreclosure or sale realization or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee Administrative Agent or the Collateral Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor Loan Party and any other costs or expenses incurred in connection with the exercise 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 IndentureLoan Document; SecondSECOND, to the payment in full of the Collateral all Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Obligations owed to Holders them on the date of any such distribution); and ThirdTHIRD, to the GrantorsLoan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. 140 In addition, in the event that the Collateral Agent receives any non-cash distribution upon any collection, sale, foreclosure or other realization upon any Collateral, such non-cash distribution shall be allocated in the manner described above, with the value of such non-cash distribution being reasonably determined by the Collateral Agent; provided that the Collateral Agent shall apply any cash distribution in accordance with this Section 7.2 prior to application of any such non-cash distribution. 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Subject Notwithstanding anything to the terms contrary contained in this Agreement, upon the occurrence and provisions during the continuance of an Event of Default, (a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of Borrower or any Guarantor of all or any part of the Intercreditor AgreementObligations, and, as between Borrower on the Collateral one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent, and (b) the proceeds of any collection sale of, or sale other realization upon, all or any part of Collateral, including any the Collateral consisting of cash, as followsshall be applied: Firstfirst, to the payment of all costs fees, costs, indemnities, liabilities, obligations and expenses incurred by the Trustee or owing to Administrative Agent with respect to this Agreement or the Collateral Agent in connection other Financing Documents; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with such collection respect to this Agreement or sale or otherwise in connection with this Agreementthe other Financing Documents; third, to accrued and unpaid interest on the Obligations (including any other Indenture Document or any interest which, but for the provisions of the Collateral ObligationsBankruptcy Code, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document would have accrued on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 Indenturesuch amounts); Secondfourth, to the payment in full principal amount of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution)outstanding; and Third, fifth to any other indebtedness or obligations of Borrower owing to Administrative Agent or any Lender under the Grantors, their successors Financing Documents. Any balance remaining shall be delivered to Borrower or assigns, to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to In carrying out the time of application of any such proceedsforegoing, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale x) amounts received shall be a sufficient discharge to applied in the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see numerical order provided until exhausted prior to the application of any part to the next succeeding category, and (y) each of the purchase money paid over Persons entitled to the Collateral Agent or such officer or be answerable receive a payment in any way particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for the misapplication thereofsuch category.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the Collateral The Administrative Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection or sale of Collateral, including as well as any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all reasonable costs and expenses incurred by the Trustee or the Collateral Administrative Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Obligations, including without limitation all court costs, the fees and expenses of its agents costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee or the Collateral Administrative Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor and Pledgor, any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document Loan Document, and any all other fees, indemnities and other amounts due owing or reimbursable to the Trustee or the Collateral Administrative Agent under any Loan Document in its capacity as such; SECOND, to payment of all fees, indemnities and other amounts (other than principal and interest) payable to the Issuing Bank in capacity as such and of any amount required to be paid to the Issuing Bank by any Revolving Facility Lender pursuant to Section 7.07 2.05(d), (e)(ii) and (h) of the IndentureCredit Agreement and not paid by such Revolving Facility Lender (which shall be payable to the Administrative Agent if the Administrative Agent advanced such payment to the Issuing Bank in anticipation of such payment by such Revolving Facility Lender and otherwise, to the Issuing Bank); SecondTHIRD, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the respective amounts of the Collateral Obligations owed to Holders them on the date of any such distribution, which in the case of Letters of Credit, shall be paid by deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in U.S. Dollars equal to the aggregate L/C Exposure as of such date plus any accrued and unpaid interest thereon); and ThirdFOURTH, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative 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 Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof.. Table of Contents

Application of Proceeds. Subject to The Collateral Trustee shall give the terms and provisions applicable Grantors ten (10) days’ prior written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the Intercreditor AgreementNew York UCC or its equivalent in other jurisdictions) of the Collateral Trustee’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Trustee may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Trustee may (in its sole and absolute discretion) determine. The Collateral Trustee shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: First, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to sold may be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, 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 Collateral retained by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making Trustee until the sale shall be a sufficient discharge to price is paid by the purchaser or purchasers of thereof, but the Collateral so sold and Trustee shall not incur any liability in case any such purchaser or purchasers shall not fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be obligated to see sold again upon like notice. At any public (or, to the application extent permitted by law, private) sale made pursuant to this Security Agreement, any Noteholder may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Noteholder from any Grantor as a credit against the purchase price, and such Noteholder may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Trustee shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the purchase money Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Trustee shall have entered into such an agreement all Defaults shall have been remedied and the Note Obligations paid over in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Trustee may seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of its remedies, with respect to such appointment without prior notice or hearing as to such appointment. To the extent permitted by applicable law, any sale pursuant to the Collateral Agent provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or such officer or be answerable its equivalent in any way for the misapplication thereofother jurisdictions.

Application of Proceeds. Subject Except as expressly provided elsewhere in this Agreement, all proceeds of the sale of Collateral by Lender hereunder, and all other monies received by Lender pursuant to the terms and provisions of this Agreement (whether through the Intercreditor Agreement, the Collateral Agent shall apply the proceeds exercise by Lender of any its rights of collection or otherwise), including, without limitation, any awards or other amounts payable upon any condemnation or taking by eminent domain, shall be applied, as promptly as is practicable after the receipt thereof by Lender, as follows: 39 FIRST: to the equal and ratable payment of all reasonable fees, costs and expenses incurred by Lender or any custodian or nominee appointed hereunder which are payable by Borrowers hereunder, if any, if not previously paid by Borrowers, and all reasonable costs and expenses incurred by Lender in connection with any sale of Collateral, including any including, but not limited to, the expenses of taking, advertising, processing, preparing and storing the Collateral consisting to be sold, all court costs and fees and expenses of cashoutside counsel to Lender in connection therewith, as follows: First, and to the payment of all amounts for which Lender is entitled to indemnification hereunder and all Loans made by Lender hereunder to the account of Borrowers and the payment of all reasonable costs and expenses paid or incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred Lender in connection with the exercise of any right or remedy hereunder or under hereunder, to the extent that such advances, costs and expenses shall not theretofore have been reimbursed to Lender by Borrowers; SECOND: to the payment to Lender of the interest then due and payable on the Loans; THIRD: to the payment to Lender of the Repayment Amount then due and payable on the Loans; and FOURTH: to the payment to Lender of any other Indenture Document amount owing to Lender under this Agreement and any other amounts due to the Trustee Loan Document. SECTION 11. MISCELLANEOUS 11.1 Survival of Warranties. All covenants, agreements, representations and warranties made under this Agreement or the Collateral Agent under Section 7.07 in any of the Indenture; Secondother Loan Documents shall survive the execution and delivery of this Agreement and the making of the Loans hereunder, to the payment and shall continue in full force and effect until the full and final payment and performance of all of the Collateral Obligations owed of Borrowers to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts Lender under this Agreement and all of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise directother Loan Documents. 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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.11.2

Application of Proceeds. Subject to the terms and provisions The proceeds of any sale or other disposition of the Intercreditor Collateral shall be applied by Crestmark, first upon all expenses authorized by this Agreement, the Collateral Agent shall apply Documents or by law, including reasonable attorney's fees incurred by Crestmark; the balance of the proceeds of any collection such sale or sale of Collateral, including any Collateral consisting of cash, as follows: First, other disposition shall be applied to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this AgreementIndebtedness, any first to interest, then to principal, then to other Indenture Document or any of the Collateral ObligationsIndebtedness, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counselsurplus, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document and any other amounts due if any, shall be paid over to the Trustee Borrower or the Collateral Agent to such other Person or Persons as may be entitled thereto under Section 7.07 of the Indenture; Second, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise directapplicable law. The Collateral Agent Borrower and Guarantor shall have absolute discretion as remain liable for any deficiency, which the Borrower or Guarantor shall pay to the time of application of any such proceeds, moneys or balances in accordance with this AgreementCrestmark immediately upon demand. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale Nothing herein contained shall be a sufficient discharge construed to the purchaser make Crestmark an agent or purchasers Trustee of the Collateral so sold Borrower for any purpose whatsoever, and such purchaser or purchasers Crestmark shall not be obligated to see to the application of responsible or liable for any shortage, discrepancy, damage, loss or destruction or any part of the purchase money paid over Collateral wherever the same may be located and regardless of the cause thereof (except to the extent it is determined by final judicial decision that Crestmark's act or omission constituted gross negligence or willful misconduct). Crestmark shall not, under, circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts, liquidation of the Collateral Agent or such officer any instrument received in payment thereof or for any damage resulting therefrom (except to the extent it is determined by a final judicial decision that Crestmark's error, omission or delay constituted gross negligence or willful misconduct). Crestmark does not, by anything herein or in any assignment or otherwise, assume any of the Borrower's obligations under any contract or agreement assigned to Crestmark, and Crestmark shall not be answerable responsible in any way for the misapplication performance by the Borrower or Guarantor of any kind of the terms and conditions thereof.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the The Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection or sale of CollateralCollateral effected pursuant to Section 4.01, including as well as any proceeds, moneys or balances of all collections or sales of Collateral effected pursuant to the First Lien Pledge Agreement and paid over to the Collateral Agent pursuant to Section 4.02 THIRD thereof, or any Collateral consisting of cashcash and held by the Collateral Agent, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Secured Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or Administrative Agent and the Collateral Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor Guarantor and any other costs or expenses incurred in connection with the exercise 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 IndentureLoan Document; SecondSECOND, to the payment in full of the Collateral Secured Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata Secured Parties PRO RATA in accordance with the respective amounts of the Collateral Secured Obligations owed to Holders them on the date of any such distribution); and ThirdTHIRD, to the Grantorsrespective Guarantors, (as their interest may be), their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to 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. Subject to the terms and provisions of the Intercreditor AgreementWhether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: First, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent proceeds thereof received in connection with any Exercise of Secured Creditor Remedies shall (at such collection time as such Collateral or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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; Secondproceeds has been monetized) be applied: (a) first, to the payment in full in cash of the Collateral Obligations all expenditures incurred by or on behalf of First Lien Agent (including attorneys’ fees and expenses, engineering fees, brokers’ commissions, ad valorem taxes and recording fees) and all indemnification obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata First Lien Agent, in each case in accordance with the amounts First Lien Loan Documents in connection with such Exercise of the Collateral Obligations owed to Holders on the date of any such distribution); and ThirdSecured Creditor Remedies, (b) second, to the Grantorspayment in full in cash or cash collateralization of the First Lien Obligations in accordance with the First Lien Loan Documents, their successors (c) third, to the payment in full in cash of all expenditures incurred by or assignson behalf of the Second Lien Agent (including attorneys’ fees and expenses, engineering fees, brokers’ commissions, ad valorem taxes and recording fees) and all indemnification obligations owed to the Second Lien Agent, in each case in accordance with the Second Lien Documents in connection with such Exercise of Secured Creditor Remedies, (d) fourth, to the payment in full in cash of the Second Lien Obligations in accordance with the Second Lien Documents, and (e) fifth, any surplus Collateral or proceeds then remaining will be returned to Borrower or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as If any Exercise of Secured Creditor Remedies with respect to the time of application of any such Collateral produces non-cash proceeds, moneys or balances then such non-cash proceeds shall be held by the Agent that conducted the Exercise of Secured Creditor Remedies as additional Collateral and, at such time as such non-cash proceeds are monetized, shall be applied as set forth above. Notwithstanding the foregoing, if the Second Lien Agent Exercises any Secured Creditor Remedies in accordance with this Agreement. Upon any sale the terms of Section 3.1(a) and receives Collateral by or proceeds thereof as a result of such actions, then the Collateral Second Lien Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge entitled to apply such Collateral or proceeds to amounts described under clause (c) preceding before applying the purchaser remainder of such Collateral or purchasers proceeds in accordance with the other clauses 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 thereofthis Section 4.1.

Application of Proceeds. Subject Any amounts collected by Lender hereunder shall be applied by Lender, to pay, in such order as Lender shall elect, the terms Indebtedness, the STAG IV Indebtedness and/or the STAG V Indebtedness, including all principal; accrued, unpaid interest; prepayment fees; late charges; advances; and provisions all costs and expenses, including attorneys’ fees, incurred by Lender in operating, protecting, preserving and realizing on Lender’s interest in the Real Property including any fees incurred in the representation of Lender in any proceeding under Xxxxx 00, Xxxxxx Xxxxxx Code; and any other amount due under the Intercreditor Loan Agreement, the Collateral Agent shall apply Notes, the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: First, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this AgreementPortfolio Mortgages, any other Indenture Document or of the other Loan Documents, any of the Collateral Obligations, including all court costs, STAG IV Loan Documents and/or any of the fees STAG V Loan Documents. It is understood and expenses agreed that neither the assignment of the Rents to Lender nor the exercise by Lender of any of its agents and rights or remedies under this Assignment shall be deemed to make Lender a “mortgagee-in-possession” or otherwise responsible or liable in any manner with respect to the reasonable fees and expenses of its legal counselReal Property or the use, the repayment occupancy, enjoyment or operation of all advances made or any portion thereof, unless and until Lender, in person or through its authorized agent, assumes actual possession thereof and executes and records a Certificate of Entry under M.G.L. Chapter 244, Sections 1 and 2 [confirm whether any local law provision], nor shall appointment of a receiver by any court at the Trustee request of Lender or by agreement with Assignor or the Collateral Agent hereunder entering into possession of the Real Property or under any other Indenture Document on behalf of part thereof by such receiver be deemed to make Lender a “mortgagee-in-possession” or otherwise responsible or liable in any Grantor and any other costs or expenses incurred in connection manner with the exercise of any right or remedy hereunder or under any other Indenture Document and any other amounts due respect to the Trustee Real Property or the Collateral Agent under Section 7.07 use, occupancy, enjoyment or operation of the Indenture; Second, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of all or any such distribution); and Third, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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 portion thereof.

Application of Proceeds. Subject to the terms and provisions of the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement, in each case, if executed, any amount received by the Administrative Agent or the Collateral Agent shall apply the from any Credit Party (or from proceeds of any collection Collateral) following any acceleration of the Obligations under this Agreement or sale any Event of Collateral, including any Collateral consisting of cash, as followsDefault with respect to the Borrowers under Section 11.4 shall be applied: First(i). first, to the payment of all reasonable and documented costs and expenses incurred by the Trustee Administrative Agent or the Collateral Agent in connection with such any collection or sale of the Collateral or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral ObligationsCredit Document, including all court costs, the fees and expenses of its agents costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee Administrative Agent or the Collateral Agent hereunder or under any other Indenture Credit Document on behalf of any Grantor Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Credit Document and any other amounts due to the Trustee extent reimbursable hereunder or the Collateral Agent under Section 7.07 of the Indenturethereunder; Second(ii). second, to the payment in full of the Collateral Secured Parties, an amount (x) equal to all Obligations owed owing to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders them on the date of any distribution and (y) sufficient to Cash Collateralize all Letters of Credit Outstanding on the date of any distribution, and, if such distribution)moneys shall be insufficient to pay such amounts in full and Cash Collateralize all Letters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the Letters of Credit Outstanding; and Third(iii). third, any surplus then remaining shall be paid to the Grantors, applicable Credit Parties or their successors or assigns, assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as ; provided that any amount applied to Cash Collateralize any Letters of Credit Outstanding that has not been applied to reimburse the Borrowers for Unpaid Drawings under the applicable Letters of Credit at the time of application expiration of any all such proceeds, moneys or balances in accordance with this Agreement. Upon any sale Letters of Collateral Credit shall be applied by the Collateral Administrative Agent in the order specified -180- in clauses (including pursuant to a power of sale granted by statute or under a judicial proceeding)i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the receipt of 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 Commodity Exchange Act) shall not be obligated applied 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.its Obligations that are Excluded Swap Obligations. 11.14

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: First, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Subject to the terms and provisions of the Intercreditor Agreementany applicable intercreditor agreement, the First Lien Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or the First Lien Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture First Lien Loan Document or any of the Collateral Secured Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the First Lien Collateral Agent hereunder or under any other Indenture First Lien Loan Document on behalf of any Grantor Loan Party and any other costs or expenses incurred in connection with the exercise 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 IndentureFirst Lien Loan Document; SecondSECOND, to the payment in full of the Collateral Secured Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Secured Obligations owed to Holders them on the date of any such distribution); THIRD, to any agent of any other junior secured debt, in accordance with any applicable intercreditor agreement; and ThirdFOURTH, to the GrantorsLoan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The First Lien 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 Collateral by the First Lien Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the First Lien 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 First Lien Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The First Lien Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations. Notwithstanding the foregoing, Excluded Swap Obligations with respect to any Subsidiary Loan Party shall not be paid with amounts received from such Subsidiary Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the Collateral The Administrative Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or the Collateral Administrative Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Secured Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Administrative Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document and any other amounts due to Loan Document; SECOND, (a) if the Trustee or the Collateral Agent under Section 7.07 security interest of the Indenture; SecondAdministrative Agent in such Collateral secures the Secured Obligations, to the payment in full of the Collateral Secured Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Secured Obligations owed to Holders them on the date of any such distribution) and (b) if the security interest of the Administrative Agent in such Collateral secures solely the Foreign Secured Obligations and does not secure any other Secured Obligations, to the payment in full of the Foreign Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Foreign Secured Obligations owed to them on the date of any such distribution); and ThirdTHIRD, to the GrantorsLoan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative 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 Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof.. 116

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the The Pari Passu Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FirstFIRST, ratably to the payment of all costs and expenses incurred by the Trustee or Pari Passu Collateral Agent, the Collateral Administrative Agent and any similar agents under the Pari Passu Documents in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Pari Passu Document or any of the Collateral Pari Passu Obligations, including all court costs, costs and the fees and expenses of its agents agents, professional advisors and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or Pari Passu Collateral Agent, the Collateral Administrative Agent and any similar agents under the Pari Passu Documents hereunder or under any other Indenture Pari Passu Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 IndenturePari Passu Document; SecondSECOND, to the payment in full of the Collateral Pari Passu Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Pari Passu Obligations owed to Holders them on the date of any such distribution); and ThirdTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Pari Passu Collateral Agent shall have absolute discretion as to the time of application of promptly apply any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Pari Passu Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of by the Pari Passu Collateral Agent or of the officer making the sale of any such proceeds 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 Pari Passu Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding anything herein to the contrary, it is understood and agreed that no proceeds of any collection or sale of Collateral (including any Collateral consisting of cash) of the Borrower or any Grantor (other than ParentUDW) shall be applied to satisfy the Pari Passu Obligations of ParentUDW.

Application of Proceeds. Subject Notwithstanding anything to the terms contrary contained in this Agreement, upon the occurrence and provisions during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Intercreditor AgreementObligations, and, as between Borrowers on the Collateral one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent, and (b) the proceeds of any collection sale of, or sale other realization upon, all or any part of Collateral, including any the Collateral consisting of cash, as followsshall be applied: Firstfirst, to the payment of all costs fees, costs, indemnities, liabilities, obligations and expenses incurred by the Trustee or the Collateral owing to Agent in connection with such collection or sale or otherwise in connection with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. or owing to any Lender with respect to this Agreement, the other Indenture Document Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Collateral ObligationsBankruptcy Code, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document would have accrued on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 Indenturesuch amounts); Secondfourth, to the payment in full principal amount of the Collateral Obligations owed outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Holders Financing Documents. Any balance remaining shall be delivered to Borrowers or to whoever may be lawfully entitled to receive such balance (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts including any holder of the Collateral Obligations owed to Holders on indebtedness evidenced by the date of any such distribution); and Third, to the Grantors, their successors or assigns, Affiliated Financing Documents) or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to In carrying out the time of application of any such proceedsforegoing, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale x) amounts received shall be a sufficient discharge to applied in the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see numerical order provided until exhausted prior to the application of any part to the next succeeding category, and (y) each of the purchase money paid over Persons entitled to the Collateral Agent or such officer or be answerable receive a payment in any way particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for the misapplication thereofsuch category.

Application of Proceeds. Subject to the terms and provisions of any applicable intercreditor agreement contemplated by the Intercreditor AgreementIndenture, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Note Document or any of the Collateral Secured Notes Obligations, including all reasonable and documented or invoiced out-of-pocket court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Note Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 IndentureNote Document; SecondSECOND, to the payment in full of the Collateral Secured Notes Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Notes Secured Parties pro rata in accordance with the amounts of the Collateral Secured Notes Obligations owed to Holders them on the date of any such distribution); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement; and ThirdFOURTH, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. The Collateral Agent shall have no liability to any of the Secured Notes Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Notes Obligations. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Notes Obligations, including any reasonable and documented or invoiced out-of-pocket attorneys’ fees and other expenses incurred by the Collateral Agent or any other Secured Notes Secured Party to collect such deficiency.

Application of Proceeds. Subject The Administrative Agent shall, subject to the terms and provisions of the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or the Collateral Administrative Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Secured Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Administrative Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Loan Document and any other amounts due to the Trustee or the Collateral Agent under Section 7.07 of the Indentureall Administrative Agent’s fees; SecondSECOND, to the payment in full of the Collateral Secured Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Secured Obligations owed to Holders them on the date of any such distribution); and ThirdTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative 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 Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Administrative Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations.

Application of Proceeds. Subject  Notwithstanding anything to the terms and provisions of contrary contained in the Intercreditor Credit Agreement, the Collateral Agent insurance proceeds with respect to the Mortgaged Property shall be adjusted by and paid to Lender. After deducting all costs and expenses, including reasonable attorneys' fees incurred by Xxxxxx in connection therewith, Lender may, in its sole discretion and notwithstanding anything to the contrary contained in the Credit Agreement, either apply such proceeds to the Obligations in such order as it elects or release such portion of the proceeds to Borrower as is necessary to restore the Mortgaged Property to its prior condition insofar as is practicable, upon such terms and conditions as Lender deems appropriate. Lender shall apply the balance thereof, if any, as set forth in the Credit Agreement. If any insurer of the Mortgaged Property denies liability, Borrower shall not be relieved of its obligation to restore the Mortgaged Property. If, having elected to release all or a portion of the proceeds to Borrower for restoration of the Mortgaged Property, at any time thereafter Lender determines that the amount of proceeds is insufficient to complete restoration, Borrower shall deposit the amount of such deficiency with Lender within thirty (30) days after notice from Lender. All plans and specifications for the restoration shall be approved by Lender prior to commencement of the restoration, such approval not to be unreasonably withheld. Except to the extent insurance proceeds are actually retained by Xxxxxx and applied to the Obligations, nothing herein shall be deemed to relieve Borrower from the obligation to restore all damage and destruction to the Mortgaged Property, regardless of whether or not sufficient proceeds are available. No such retention and application shall be deemed a cure or waiver of any collection or sale Event of Collateral, including any Collateral consisting of cash, as follows: First, Default under this Mortgage.  Notwithstanding the foregoing and anything to the payment contrary contained in the Credit Agreement, Xxxxxx agrees to authorize the use of the insurance proceeds with respect to the Mortgaged Property (less all costs and expenses expenses, if any, incurred by the Trustee or the Collateral Agent Xxxxxx in connection with obtaining such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, 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 insurance proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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.restoration provided that: 

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee Administrative Agent or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Secured Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee Administrative Agent or the Collateral Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 IndentureLoan Document; SecondSECOND, to the payment in full of the Collateral Secured Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Secured Obligations owed to Holders them on the date of any such distribution); THIRD, to any agent of any other junior secured debt, in accordance with any applicable Intercreditor Agreement then in effect and Thirdcontemplated by the Credit Agreement; and FOURTH, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. The Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations.

Application of Proceeds. Subject to At such intervals as may be agreed upon by the terms Issuer and provisions the Collateral Agent (acting with the written consent of the Intercreditor AgreementTrustee or Majority Holders), or, if an Event of Default shall have occurred and be continuing, at any time at the Collateral Agent’s election, the Collateral Agent may, apply all or any part of the Collateral and/or net Proceeds thereof (after deducting fees and expenses as provided in Section 5.5) realized through the exercise by the Collateral Agent of its remedies hereunder in payment of the Secured Obligations. The Collateral Agent shall apply any such Collateral or Proceeds to be applied in the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as followsfollowing order: First, to the payment of all costs Collateral Agent to pay incurred and unpaid fees and expenses incurred by under the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this AgreementNote Documents (including, any other Indenture Document or any of the Collateral Obligationsbut not limited to, including all court costs, the fees and expenses of its agents and counsel); Second, to the reasonable fees Trustee in respect of Secured Obligations then due and expenses owing and remaining unpaid for application by the Trustee in accordance with the terms of its legal counselthe Indenture; Third, to the repayment Trustee in respect of all advances made Secured Obligations (other than those under clause second above) for prepayment of such Secured Obligations in accordance with the terms of the Indenture; and Fourth, any balance of such Proceeds remaining after a Discharge of the Secured Obligations shall be paid over to the Issuer or to whomsoever may be lawfully entitled to receive the same and any Collateral remaining after a Discharge of Secured Obligations shall be returned to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same. Any Proceeds not applied shall be held by the Collateral Agent as Collateral. In addition, with respect to any proceeds of Insurance received by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf Agent, as applicable, (x) if no Event of any Grantor Default shall have occurred and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document and any other amounts due be continuing, (i) such Insurance Proceeds shall be returned to the Trustee Grantors if permitted or required by the Collateral Agent under Section 7.07 of Indenture or (ii) if not so permitted or required by the Indenture; Second, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so then such Insurance Proceeds shall be applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, 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 Section 5.4 and (y) if an Event of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding)Default shall have occurred and be continuing, the receipt of the Collateral Agent or of the officer making the sale then such Insurance Proceeds 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 applied in any way for the misapplication thereofaccordance with this Section 5.4.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the The Collateral Agent shall apply the proceeds of any collection or sale of the Collateral, including as well as any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and reasonable expenses incurred by the Trustee or the Collateral Agent (in its capacity as such hereunder or under any other Reimbursement Document) in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document Agreement or any of the Collateral Reimbursement Obligations, including all court costs, the fees and expenses of its agents costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Reimbursement Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 IndentureReimbursement Document; SecondSECOND, to the payment in full of the Collateral Reimbursement Obligations owed to and the Holders Revolving Credit Obligations in accordance with Section 5.04 of the Intercreditor Agreement (the amounts so applied to be distributed among the Holders secured parties pro rata in accordance with the amounts of the Collateral Reimbursement Obligations and/or Revolving Credit Obligations owed to Holders them on the date of any such distribution); THIRD, to the payment in full of the Indenture Obligations outstanding; and ThirdFOURTH, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Subject to the terms and provisions of the any Permitted Intercreditor AgreementAgreement then in effect, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: First, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts Section 8.1 of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise directCredit Agreement. 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 Permitted Intercreditor Agreements and the Credit Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. It is understood and agreed that the Grantors shall remain jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Secured Obligations, including any attorney’s fees and other expenses incurred by the Collateral Agent or any other Secured Party to collect such deficiencies. Notwithstanding anything to the contrary contained herein or in any other Credit Document, any value received by the Collateral Agent or any other Secured Party in respect of any Vector Subordinated Note Collateral, including any prepayment, repayment or other amount or value received in respect of the Vector Subordinate Note and any amounts on deposit in the Vector Subordinated Note Cash Collateral Account (as each such term is defined in the First Lien Credit Documents), whether resulting from the exercise of remedies under any Credit Document or otherwise and whether constituting Collateral consisting of Cash or Cash Equivalents or the proceeds of any collection or sale of any Vector Subordinated Note Collateral or otherwise, shall be applied (a) FIRST, to the payment in full of all Secured Obligations in the form of accrued and unpaid interest and fees in respect of all Revolving Commitments, Revolving Loans and Letters of Credit (as each such term is defined in the First Lien Credit Documents), (b) SECOND, to the payment in full of all outstanding Revolving Loans (under and as defined in the First Lien Credit Agreement), (c) THIRD, to the Cash Collateralization of Letters of Credit in an amount equal to 103% of the Letter of Credit Usage (as each such term is defined in the First Lien Credit Documents) as of such time and (d) FOURTH, to the payment in full of any and all other the Secured Obligations owed to the Revolving Lenders in their capacities as such (all such amounts so applied to be distributed among the Revolving Lenders in accordance with their Pro Rata Shares of the Revolving Exposure (as each such term is defined in the First Lien Credit Documents) on the date of any such distribution), in each case, prior to any application in accordance with the first paragraph of this Section 5.02 or any other application required by any other provisions of the Credit Documents; provided that any Cash or Cash Equivalents released to the Borrower from the Vector Subordinated Note Cash Collateral Account in accordance with Section 9.8(d)(ii)(D) of the First Lien Credit Agreement shall, upon such release, no longer be subject to the provisions of this paragraph.

Application of Proceeds. Subject If an Event of Default shall have occurred and be continuing and the Beneficiary shall have exercised, or caused to be exercised, any of its rights or remedies with respect to the terms and provisions of the Intercreditor AgreementProperty pursuant to this Article IV, the Collateral Agent Trustee or the Beneficiary, as the case may be, shall apply the proceeds resulting from the exercise of such rights or remedies (after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any collection of the Property or sale in any way relating to the Property or the rights or remedies of Collateralthe Trustee, including any Collateral consisting of cashthe Beneficiary and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements) as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or and the Collateral Agent Beneficiary, as the case may be, in connection with such collection or sale or otherwise exercise of rights and remedies in connection with this Deed of Trust, the Credit Agreement, the Indenture, any other Indenture Loan Document or any of the Collateral Secured Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and legal counsel, all expenses of its legal counseladvertising, selling, and conveying the Property or part thereof, and/or prosecuting or otherwise collecting Rents, proceeds, premiums, or other sums, a reasonable fee or commission to the Trustee, not to exceed five percent (5%) of the proceeds thereof or sums so received, the repayment of all advances made by the Trustee Beneficiary under this Deed of Trust, the Credit Agreement, the Indenture or the Collateral Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, the Indenture, or any other Indenture Document and any other amounts due to the Trustee or the Collateral Agent under Section 7.07 of the IndentureLoan Document; SecondSECOND, to the payment in full of the Collateral Secured Obligations owed to the Holders (the amounts so applied (i) to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Secured Obligations owed to Holders them on the date of any such distributiondistribution and (ii) to be applied as required pursuant to the terms of the Credit Agreement or the Indenture, as applicable); and Third, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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.and

Application of Proceeds. Subject to Except as expressly provided elsewhere in this Agreement, all Proceeds received by Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the terms Collateral shall be applied in the following order of priority; provided, that, Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds arising from destruction, damage or condemnation of Collateral and provisions Net Debt Securities Proceeds arising from issuance of Receivables Sales Indebtedness shall be applied as provided in the Credit Agreement and the Intercreditor Agreement: FIRST: To the payment of all costs and expenses of such sale, the collection or other realization, including reasonable compensation to Collateral Agent shall apply and its agents and counsel, and all other expenses, liabilities and advances made or incurred by Collateral Agent in connection therewith, and all amounts for which Collateral Agent is entitled to indemnification hereunder and all advances made by Collateral Agent hereunder for the proceeds account of any collection or sale of CollateralGrantors, including any Collateral consisting of cash, as follows: First, and to the payment of all costs and expenses paid or incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or hereunder; SECOND: To the ratable payment of all other Secured Obligations (including any Aggregate Available Amount deposited into the L/C Collateral Account for outstanding Letters of Credit, provided that if such Letters of Credit expire without being fully drawn, then at that time, such excess amounts shall be applied as provided in this Section 18 to then outstanding Secured Obligations) (for the ratable benefit of the holders thereof) and, as to obligations arising under any other Indenture Document and any other amounts due to the Trustee or Credit Agreement, as provided in the Credit Agreement, provided, that, no Proceeds received by Collateral Agent under Section 7.07 of the Indenture; Second, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date respect of any such distribution); and Thirdsale of, to the Grantors, their successors collection from or assigns, other realization upon all 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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 Excluded Securities Collateral shall be applied toward payment of obligations in respect of the Existing Xxxxx-Xxxxxxxx Senior Secured Notes or Specified New Senior Debt (and neither the holders thereof nor the New Senior Debt Representative in respect thereof shall be entitled to any increased portion of any Proceeds of any other Collateral due to such exclusion); provided, further, that, in making such application in respect of outstanding obligations under New Senior Debt Documents, the Collateral Agent or shall be entitled to deduct from the share of such officer or be answerable Proceeds otherwise payable to the New Senior Debt Representatives the New Senior Debt holders' pro rata share of all amounts that the Collateral Agent has been paid by the Paying Indemnifying Parties (such term being used in any way for this Section 18 as defined in Section 7(c) of the misapplication thereof.Intercreditor Agreement) pursuant to Section 7(c) of the Intercreditor Agreement; and

Application of Proceeds. Subject If the Trustee shall exercise any ----------------------- of the powers conferred upon it by this Article IV, all payments made by the Company or the Guarantor to the terms Trustee, and provisions of the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection judgment collected from the Company or the Guarantor by the Trustee, and the proceeds of every sale or lease by the Trustee of any of the Collateral, including together with any Collateral consisting other sums which may then be held by the Trustee under any of cash, as follows: First, to the provisions hereof (other than sums held in trust for the payment of specific Notes or a part thereof, or interest thereon), shall be applied by the Trustee to the payment, in the following order of priority, (a) of all costs and proper charges, expenses or advances made or incurred by the Trustee in accordance with the provisions of this Indenture and (b) of the interest then due, with interest on overdue interest at the Penalty Rate, to the extent legally enforceable, and of the Make-Whole Amount then due, if any, with interest thereon at the Penalty Rate, to the extent legally enforceable, and of the principal of all the outstanding Notes, with interest thereon at the Penalty Rate, to the extent legally enforceable, from the last preceding interest payment date, whether such Notes shall have then matured by their terms or not, all such payments to be pro rata and in full if such proceeds shall be sufficient, and if not sufficient, then first to interest, then to the Collateral Agent Make-Whole Amount and then to principal. After all such payments shall have been made in connection with such collection or sale or otherwise in connection with this Agreementfull, any other Indenture Document or the title to any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made remaining unsold shall be conveyed by the Trustee to the Company free from any further liabilities or obligations to the Collateral Agent hereunder or under Trustee hereunder. If after applying all such sums of money realized by the Trustee as aforesaid there shall remain any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document and any other amounts amount due to the Trustee or under the Collateral Agent under Section 7.07 provisions hereof, the Company and the Guarantor agree to pay the amount of such deficit to the Trustee. If after applying as aforesaid the sums of money realized by the Trustee there shall remain a surplus in the possession of the Indenture; SecondTrustee, such surplus shall be paid to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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 thereofCompany.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the The Collateral Agent shall shall, subject to any applicable Intercreditor Agreement and the Master Lease Intercreditor Agreements, promptly apply the proceeds proceeds, moneys or balances of any collection or sale of CollateralCollateral realized through the exercise by the Collateral Agent of its remedies hereunder, including as well as any Collateral consisting of cashcash at any time when remedies are being exercised hereunder, as follows: FirstFIRST, to the payment of all fees and reasonable costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral ObligationsSecured Obligations secured by such Collateral, including all court costs, the fees and expenses of its agents costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor Pledgor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Loan Document and any all other fees, indemnities and other amounts due owing or reimbursable to the Trustee or the Collateral Agent under Section 7.07 of any Loan Document in its capacity as such, in each case to the Indentureextent required to be paid by any Pledgor under any Loan Document; SecondSECOND, to the payment in full of the Secured Obligations secured by such Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with based on the respective amounts of the Collateral such Secured Obligations owed to Holders them on the date of any such distributiondistribution (or in accordance with such other method of distribution as may be set forth in any applicable First Lien Intercreditor Agreement)); and ThirdTHIRD, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided, that in no event shall (x) the proceeds of any collection or sale of any Specified Excluded Collateral be applied to the relevant Series of Secured Obligations under any Other First Lien Agreement or replacement Credit Agreement that is not secured by such Specified Excluded Collateral or (y) the Collateral or the proceeds of any collection or sale of any Collateral of any Pledgor be applied to any Excluded Swap Obligations. 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 Collateral by the Collateral Agent (including pursuant to 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. Subject to the terms and provisions of the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement, any First Lien Intercreditor Agreement and any other subordination and intercreditor agreement entered into pursuant to the Indenture or any other Notes Document, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: First, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection accordance with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 6.10 of the Indenture; Second, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. The Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations; provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error). Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Secured Obligations and, to the extent set forth herein and in the other Notes Documents, the fees and disbursements of any attorneys employed by any Secured Party to collect such deficiency.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all reasonable costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Credit Document or any of the Collateral Secured Obligations, including all court costs, the fees and expenses of its agents costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Credit Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 IndentureCredit Document; SecondSECOND, to the payment in full of the Collateral other Secured Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata Secured Creditors in accordance with the amounts Section 11.11 of the Collateral Obligations owed to Holders on the date of any such distributionCredit Agreement); and ThirdTHIRD, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of by the Collateral Agent or of the officer making the proceeds of any 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. It is understood that the Grantors shall remain jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Secured Obligations.

Application of Proceeds. Subject The Collateral Agent shall, subject to the terms and provisions of the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, and any other amounts received in its capacity as Collateral Agent under any Noteholder Document, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Noteholder Document or any of the Collateral Secured Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Noteholder Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Noteholder Document and all Collateral Agent’s fees and any other amounts due owing to the Trustee or the Collateral Agent under pursuant to the first paragraph of Section 7.07 6.10 of the Indenture; SecondSECOND, to the payment in full Trustee for application pursuant to the second paragraph of Section 6.10 of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and ThirdIndenture. THIRD, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. The Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations.

Application of Proceeds. Subject Notwithstanding anything to the terms contrary contained in this Agreement, upon the occurrence and provisions during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any guarantor of all or any part of the Intercreditor AgreementObligations, the Collateral and Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent and (b) in the absence of a specific determination by Agent with respect thereto, the proceeds of any collection sale of, or sale other realization upon, all or any part of Collateral, including any the Collateral consisting of cash, as followsshall be applied: Firstfirst, to the payment of all costs fees, costs, indemnities and expenses incurred by the Trustee or the Collateral owing to Agent in connection and any Designated Lender Affiliate that is an Affiliate of Agent, with such collection or sale or otherwise in connection with respect to this Agreement, the other Financing Documents, any Ancillary Services or the Collateral; second, to all fees, costs, indemnities and expenses incurred by or owing to any Lender and any Designated Lender Affiliate that is an Affiliate of any Lender, with respect to this Agreement, the other Indenture Document Financing Documents, any Ancillary Services or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the Collateral ObligationsU.S. Bankruptcy Code, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document would have accrued on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 Indenturesuch amounts); Secondfourth, to the payment in full principal amount of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution)outstanding; and Thirdfifth to any other indebtedness or obligations of each Borrower owing to Agent, any Lender or any Designated Lender Affiliate under the Financing Documents or with respect to the Grantors, their successors Ancillary Services. Any balance remaining shall be delivered to Borrowers or assigns, to whoever may be lawfully entitled to receive such balance 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Subject The Agent shall, subject to the terms and provisions of the Second Lien Intercreditor Agreement, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection or sale of CollateralCollateral realized through the exercise by the Agent of its remedies hereunder, including as well as any Collateral consisting of cashcash at any time when remedies are being exercised hereunder, as follows: FirstFIRST, to the payment of all fees and reasonable out-of-pocket costs and expenses incurred by the Agent and/or the Notes Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Notes Indenture Document or any of the Collateral Secured Obligations, including all court costs, the fees and expenses of its agents costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Agent and/or the Notes Trustee or the Collateral Agent hereunder or under any other Notes Indenture Document on behalf of any Grantor Pledgor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Notes Indenture Document and any other amounts due to the Trustee or the Collateral Agent under Section 7.07 of the IndentureDocument; SecondSECOND, to the payment in full of the Secured Obligations secured by such Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with based on the respective amounts of the Collateral such Secured Obligations owed to Holders them on the date of any such distribution); and ThirdTHIRD, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided, that in no event shall the proceeds of any collection or sale of any Collateral constituting Specified Excluded Collateral be applied to the relevant Series of Secured Obligations under any applicable Other Second Lien Agreement. The Collateral Agent Agent, with consultation of the Notes Trustee, shall have absolute discretion as to determine the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon the request of the Agent prior to any distribution under this Section 5.02, each Authorized Representative shall provide to the Agent certificates, in form and substance reasonably satisfactory to the Agent, setting forth the representative amounts referred to in this Section 5.02, that each applicable Secured Party or their Authorized Representative believes it is entitled to receive, and the Agent shall be fully entitled to rely on such certificates. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by 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 Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to So long as no Event of Default shall have occurred and be continuing, at such intervals as may be agreed upon by the terms Borrower and provisions of the Intercreditor AgreementCollateral Agent, at any time at the Collateral Agent’s election, the Collateral Agent may apply all or any part of Proceeds held in any Concentration Account in payment of the Obligations in such order as the Collateral Agent may elect, and any part of such funds which the Collateral Agent elects not so to apply and deems not required as collateral security for the Obligations shall apply be paid over from time to time by the proceeds Collateral Agent to the Borrower or to whomsoever may be lawfully entitled to receive the same. After an Event of Default shall have occurred and be continuing, except as expressly provided elsewhere in the Loan Documents, all Proceeds received by the Collateral Agent in respect of any sale, any collection from, or sale other realization upon all or any part of Collateralthe Collateral shall be applied in full or in part by the Collateral Agent against, including any Collateral consisting the Obligations in the following order of cashpriority: first, as follows: Firstto repay Revolving Loans and Swingline Loans that have been advanced by the Administrative Agent or the Swingline Lender, respectively, and to reimburse the Issuing Bank for draws on Letters of Credit, in each case to the extent not paid or reimbursed by the Company or the Lenders; second, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreementtherewith, any other Indenture Document or any of and all amounts for which the Collateral Obligations, including all court costs, Agent is entitled to indemnification hereunder (in its capacity as the fees Collateral Agent and expenses of its agents not as a Lender) and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee Collateral Agent hereunder for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document and any other amounts due Loan Document, all in accordance with the terms hereof or thereof; third, to the Trustee or the Collateral Agent under Section 7.07 extent of the Indenture; Secondany excess of such proceeds, to the payment in full of all other Obligations for the ratable benefit of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution)Secured Parties; and Thirdfourth, to the Grantorsextent of any excess of such proceeds, their successors to the payment to or assigns, upon the order of such Grantor or to whosoever may be lawfully entitled to receive 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Subject Any proceeds received from any sale or disposition under Article VI or otherwise, together with any other sums held by Lender or Trustee, shall, except as expressly provided to the terms and provisions of contrary in the Intercreditor AgreementDocuments or as otherwise required by Law, be applied in the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as followsorder determined by Lender to: First, to the (a) payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees Costs and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assignsenforcement action, or as a court foreclosure sale, transfer 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 Collateral title by the Collateral Agent (including pursuant to a power of sale granted (including but not limited to all court costs and charges of every character in the event foreclosed by statute or under suit, and a judicial proceedingreasonable fee to the Trustee), or otherwise, including interest thereon at the receipt applicable interest rate specified in the Note, which shall be the Default Rate unless prohibited by Laws, (b) all taxes, Assessments, and other charges with respect to the Property unless the Property was sold subject to these items; (c) payment of the Collateral Agent Obligations (including specifically without limitation, the principal, interest and attorneys’ fees due and unpaid on the Note and the amount due and unpaid and owed to Lender under this Instrument) in such order as Lender may elect; (d) payment of any other sums secured or required to be paid by Xxxxxxxx; and (e) payment of the officer making surplus, if any, to Borrower or to such other person lawfully entitled to receive it. Xxxxxxxx and Xxxxxx intend and agree that during any period of time between any foreclosure judgment that may be obtained and the actual foreclosure sale that the foreclosure judgment will not extinguish the Documents or any rights contained therein including the obligation of Borrower to pay all Costs and to pay interest at the applicable interest rate specified in the Note, which 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 thereofDefault Rate unless prohibited by Laws.

Application of Proceeds. Subject Landlord may use or apply the whole or any part of the amounts drawn on the Letter of Credit (the “Proceeds”) for the payment of Tenant’s obligations under this Lease. Any Proceeds not otherwise applied to amounts then due Landlord shall serve as security for the prompt, full, and faithful performance by Tenant of the terms and provisions of this Lease. Tenant’s obligation to furnish the Intercreditor AgreementLetter of Credit and any use, the Collateral Agent shall apply the proceeds of any collection application or sale of Collateral, including any Collateral consisting of cash, as follows: First, to the payment retention by Landlord of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Third, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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 Proceeds shall not be answerable deemed in any way to constitute liquidated damages for any default by Tenant, or to limit the remedies to which Landlord is otherwise entitled under the terms of this Lease. In the event the Proceeds are reduced below the LC Amount by such use or application, Tenant shall deposit with Landlord, within ten (10) days after notice, an amount sufficient to restore the amount of the Proceeds to the LC Amount. Landlord shall not be required to keep the Proceeds separate from Landlord’s general funds or pay interest on the Proceeds. Provided Tenant has performed all of its obligations under this Lease, any remaining portion of the Proceeds shall be returned to Tenant within thirty (30) days subsequent to the expiration of this Lease. No trust or fiduciary relationship is created herein between Landlord and Tenant with respect to the Proceeds. If Landlord transfers the Premises during the Term of this Lease, Landlord shall pay the Proceeds to Landlord’s successor-in-interest, in which event the transferring Landlord shall be released from all liability for the misapplication thereofreturn of the Proceeds.

Application of Proceeds. Subject After the exercise of remedies provided for in Section 7.01, subject to the terms and provisions of the any applicable Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection or or, prior to the Collateral and Guarantee Release Date, sale of Collateral, including any Collateral consisting of cash, as follows: First. FIRST, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Secured Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses legal counsel payable under Section 9.03 of its legal counselthis Agreement, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Loan Document and any other amounts due payable to the Trustee or the Collateral Agent under Section 7.07 of the IndentureAgent; SecondSECOND, to the payment of amounts then due and owing and remaining unpaid in full respect of the Collateral Secured Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Secured Obligations owed to Holders them on the date of any such distribution); and ThirdTHIRD, to the Grantorsrepayment of any remaining Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations then held by the Secured Parties) (other than contingent indemnification obligations not yet due and owing); and FOURTH, after no Letters of Credit shall be outstanding (other than Letters of Credit cash-collateralized to the reasonable satisfaction of the Issuing Bank) and the Commitments shall have been terminated, any remaining balance shall be paid to the Loan Parties, their successors or and assigns, 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 Prior to the Collateral and Guarantee Release Date, upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. For the avoidance of doubt, notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. Subject The Agent shall, subject to the terms and provisions of the any applicable Intercreditor Agreement, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection or sale of CollateralCollateral realized through the exercise by the Agent of its remedies hereunder, including as well as any Collateral consisting of cashcash at any time when remedies are being exercised hereunder, as follows: FirstFIRST, to the payment of all fees and reasonable out-of-pocket costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Secured Obligations, including all court costs, the fees and expenses of its agents costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor Pledgor and any other reasonable costs or expenses incurred in connection with the exercise 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 IndentureLoan Document; SecondSECOND, to the payment in full of the Secured Obligations secured by such Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with based on the respective amounts of the Collateral such Secured Obligations owed to Holders them on the date of any such distributiondistribution (or in accordance with such other method of distribution as may be set forth in the First Lien Intercreditor Agreement)); and ThirdTHIRD, to the GrantorsPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided, that in no event shall the proceeds of any collection or sale of any Collateral constituting Specified Excluded Collateral be applied to the relevant Series of Secured Obligations under any applicable Other First Lien Agreement. 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by 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 Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to the terms and provisions The Proceeds of any sale, enforcement or other disposition of any of the Intercreditor AgreementCollateral or other distribution in respect of the Collateral, in each case following a Default or an Event of Default, shall be applied by the Collateral Agent shall apply in the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as followsfollowing order: Firstfirst, to the payment of all costs, fees and expenses incurred by the Collateral Agent in connection with the realization upon the Collateral under the Security Documents or this Agreement, including, without limitation, reasonable costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection the defense of any claim, suit, action or sale or otherwise in connection with this Agreement, any other Indenture Document or any of proceeding against the Collateral ObligationsAgent, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred as provided below in connection with the exercise 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 Indenture5.8; Secondsecond, to the payment of the Funded Obligations of the Lenders, which payment shall be shared by the Lenders according to their respective Sharing Percentages until all the liquidated Funded Obligations have been satisfied in full and all contingent reimbursement obligations in respect of letters of credit issued under any Credit Facility have been fully cash collateralized; third, to the payment of the Collateral other Obligations owed to Creditors and then due, which payment shall be shared by the Holders (the amounts so applied to be distributed among the Holders Creditors pro rata in accordance with the amounts of the Collateral Obligations owed to Holders determined based on the date of any such distribution)outstanding amounts thereof; and Thirdfourth, to the Grantors, their payment to the Company or its successors or assigns, or as a court of competent jurisdiction may direct, or otherwise directas required by law, if any surplus is then remaining from such proceeds. The Portions of the proceeds of the Collateral distributed to a Lender may thereafter be held as collateral for the contingent reimbursement obligations in respect of letters of credit issued under the Credit Facilities. In the event that any such letter of credit expires undrawn and as a result the contingent reimbursement obligations relating thereto terminate, the Creditor holding such Collateral agrees to return such proceeds to the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances for distribution in accordance with this Agreement. Upon any sale Section 2.6 to be distributed as Proceeds of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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 thereofhereunder.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: First, to the If a Lessor receives a payment of all costs and expenses incurred by the Trustee or the Collateral Agent under an insurance policy required under a Lease in connection with such collection any Total Loss or sale other loss of or otherwise in connection with this Agreement, any other Indenture Document or damage to any of the Collateral ObligationsEquipment leased under a Lease, including all court costsand such payment is both unconditional and indefeasible, then provided Lessee shall have complied with the applicable provisions of this Section, such Lessor shall either (i) if received pursuant to a Total Loss of any Drilling Rig, Spare Part or Component Part, remit such proceeds to Lessee up to an amount equal to the amount paid by Lessee to such Lessor as the Stipulated Loss Value, or credit such proceeds against any amounts owed by Lessee pursuant to Section 6.3, or (ii) if received with respect to repairs made pursuant to Section 6.1 or replacements of Component Parts or Spare Parts pursuant to Section 6.4 (and solely with respect to any replacements of a Removed Part, the fees Removal Rider), remit such proceeds to Lessee up to an amount equal to the amount of the costs of such repair or replacement, as the case may be, actually incurred by Lessee, as established to such Lessor’s satisfaction. Any excess insurance proceeds shall be returned to Lessee, so long as no Event of Default and expenses of its agents no Default has occurred and is continuing under the reasonable fees and expenses of its legal counsel, affected Lease. In the repayment of all advances made by event that during the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf Term of any Grantor and any other costs or expenses incurred in connection with Lease the exercise use of any right Drilling Rig, Spare Part or remedy hereunder Component Part leased thereunder is requisitioned or taken by any governmental authority under any other Indenture Document the power of eminent domain or otherwise for a period which does not constitute a Total Loss, Lessee’s obligation to pay all installments of Rent with respect to such Drilling Rig, Spare Part or Component Part shall continue for the duration of such requisitioning or taking. Lessee shall be entitled to receive 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 the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of retain for its own account all sums payable for any such distribution); and Third, period by such governmental authority as compensation for requisition or taking of possession. Any amount referred to the Grantors, their successors or assignsherein which is payable to Lessee shall not be paid to Lessee, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent if it has previously been paid directly to Lessee, shall have absolute discretion as to not be retained by Lessee, if at the time of application such payment an Event of any such proceedsDefault or a Default under the affected Lease shall have occurred and is continuing, moneys or balances in accordance with this Agreement. Upon any sale of Collateral but shall be paid to and held by the Collateral Agent (including pursuant to a power Lessor under such Lease as security for the obligations of sale granted by statute or Lessee under a judicial proceeding)such Lease, the receipt of 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 at such purchaser or purchasers time as there shall not be obligated continuing any such Default or Event of Default, such amount shall be paid 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 thereofLessee.

Application of Proceeds. Subject Any moneys collected by the Trustee pursuant to this Article in respect of the Securities of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of Principal or interest, upon presentation of the several Securities in respect of which moneys have been collected and noting thereon the payment, or issuing Securities of such series and tenor in reduced Principal amounts in exchange for the presented Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee under Section 7.07 applicable to the terms and provisions Securities of such series in respect of which moneys have been collected; SECOND: In case the Principal of the Intercreditor Agreement, the Collateral Agent Securities of such series in respect of which moneys have been collected shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: Firstnot have become and be then due and payable, to the payment of all costs and expenses incurred interest on the Securities of such series in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the Collateral Agent case of Original Issue Discount Securities) specified in connection with such collection Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or sale or otherwise in connection with this Agreement, any other Indenture Document or any preference; THIRD: In case the Principal of the Collateral Obligations, including all court costs, the fees Securities of such series in respect of which moneys have been collected shall have become and expenses of its agents shall be then due and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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; Secondpayable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series for Principal and interest, with interest upon the overdue Principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such Principal and interest or Yield to Maturity, without preference or priority of Principal over interest or Yield to Maturity, or of interest or Yield to Maturity over Principal, or of any installment of interest over any other installment of interest, or of any Security of such series over any other Security of such series, ratably to the aggregate of such Principal and accrued and unpaid interest or Yield to Maturity; and FOURTH: To the payment of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); and Thirdremainder, if any, to the Grantors, their successors Company or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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 thereofother person lawfully entitled thereto.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the The Collateral Agent shall apply the proceeds of any collection or sale of the Collateral, including as well as any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Obligations, including all court costscosts and the reasonable and documented fees, the fees other charges and expenses disbursements of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor of the Grantors and any other costs or expenses incurred in connection with the exercise 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 Indenturethereunder; SecondSECOND, to the payment in full of the Collateral Obligations owed to the Holders (Lenders and the Issuing Lender in respect of the Loans made by them and outstanding and the amounts so applied to be distributed owing in respect of any LC Disbursement pro rata as among the Holders pro rata Lenders and the Issuing Lender in accordance with the amounts amount of the Collateral such Obligations owed to Holders on them; THIRD, to the date payment and discharge in full of any the Obligations (other than those referred to above) pro rata as among the Secured Parties in accordance with the amount of such distribution)Obligations owed to them, and to provide cash collateral for the undrawn amount of all Letters of Credit then outstanding; and ThirdFOURTH, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Subject to the terms and provisions of the Intercreditor Agreement, the Collateral The Administrative Agent shall apply the proceeds of any collection collection, sale, foreclosure or sale of other realization upon any Collateral, including any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or the Collateral Administrative Agent in connection with such collection collection, sale, foreclosure or sale realization or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Secured Obligations, including all court costs, the fees and expenses of its agents costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee or the Collateral Administrative Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 IndentureLoan Document; SecondSECOND, to the payment in full of the Collateral Secured Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Secured Obligations owed to Holders them on the date of any such distribution); and ThirdTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative 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 Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any Lender to collect such deficiency. Notwithstanding the foregoing, the proceeds of any collection, sale, foreclosure or realization upon any Collateral of any Grantor, including any collateral consisting of cash, shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other secured obligations.

Application of Proceeds. Subject to the terms and provisions of the any applicable Intercreditor Agreement, the Notes Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs costs, fees and expenses incurred by or owed to the Trustee or the Notes Collateral Agent and Trustee in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Note Document or any of the Collateral Secured Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Notes Collateral Agent hereunder or under any other Indenture Note Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 IndentureNote Document; SecondSECOND, to the payment in full of the Collateral Secured Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Secured Obligations owed to Holders them on the date of any such distribution); and ThirdTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Notes 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 Collateral by the Notes Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Notes 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 Notes Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 IndentureLoan Document; SecondSECOND, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Obligations of such Loan Party owed to Holders them on the date of any such distribution); and ThirdTHIRD, to the Collateral Agent under the Second Lien Credit Agreement, to be applied to the Second Priority Debt Obligations (as that term is defined in the First Lien/Second Lien Intercreditor Agreement) pursuant to the terms of the Second Lien Collateral Agreement and, if applicable, the First Lien/Second Lien Intercreditor Agreement. FOURTH, to the Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Notwithstanding the foregoing, the proceeds of any collection or sale of Collateral of any Grantor, including any Collateral consisting of cash, shall not be applied to Excluded Swap Obligations (if any) in respect of such Grantor and shall instead be applied to other Obligations.

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement, the Collateral The Administrative Agent shall apply the proceeds of any collection collection, sale, foreclosure or sale of Collateral, including other realization upon any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all costs and expenses incurred by the Trustee or the Collateral Administrative Agent in connection with such collection collection, sale, foreclosure or sale realization or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Administrative Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 IndentureLoan Document; SecondSECOND, to the payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders Secured Parties pro rata in accordance with the amounts of the Collateral Obligations owed to Holders them on the date of any such distribution); and ThirdTHIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative 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 Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any Lender to collect such deficiency. Notwithstanding the foregoing, the proceeds of any collection, sale, foreclosure or realization upon any Collateral of any Grantor shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other Obligations.

Application of Proceeds. Subject to the terms The Administrative Agent and provisions of the Intercreditor Agreement, the Collateral Agent shall apply (a) the proceeds of any collection collection, sale, foreclosure or sale of other realization upon any Collateral, including any Collateral consisting of cash, and (b) any amounts received in respect of the Obligations following the termination of the Commitments and any of the Loans becoming due and payable pursuant to Section 7.01, in each case as follows: Firstfollows (subject to the Intercreditor Agreement): FIRST, to the payment of all costs and expenses incurred by the Trustee Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection any collection, sale, foreclosure or sale realization or otherwise in connection with this Agreement, any other Indenture Loan Document or any of the Collateral Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or Administrative Agent and/or the Collateral Agent hereunder or under any other Indenture Loan Document on behalf of any Grantor and Loan Party, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Indenture Document Loan Document, any amounts for which the Administrative Agent and/or the Collateral Agent is entitled to indemnification, fees, or reimbursement of costs or expenses under the terms of any Loan Document, and any other amounts due Obligations owed to the Trustee or Administrative Agent and/or the Collateral Agent Agent, in their respective capacities as such hereunder or under Section 7.07 of the Indentureany other Loan Document; SecondSECOND, to the payment in full of all Obligations consisting of interest (including interest accruing during the Collateral Obligations owed to pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Holders Loans, (the amounts so applied to be distributed among the Holders Lenders pro rata in accordance with the amounts of the Collateral Loans owed to them on the date of any such distribution); THIRD, to the payment in full of all Obligations (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) consisting of unpaid principal amount of the Loans and any premium thereon or breakage or termination fees, costs or expenses related thereto (the amounts so applied to be distributed among the Lenders pro rata in accordance with the amounts of the Obligations owed to Holders them on the date of any such distribution); FOURTH, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and ThirdFIFTH, to the GrantorsBorrower, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Administrative Agent and the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys moneys, balances or balances amounts in accordance with this AgreementAgreement and the other Loan Documents. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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. Subject to the terms Any cash held by Agent as Pledged Collateral and provisions all cash proceeds received by Agent in respect of any sale of, liquidation of, or other realization upon all or any part of the Intercreditor Agreement, the Pledged Collateral shall be applied or distributed by Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: Firstfirst, to the payment of all costs costs, expenses and expenses incurred by the Trustee charges of Agent, or the Collateral reimbursement of Agent in connection with for the prior payment of such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees expenses and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses charges incurred in connection with the care and safekeeping of any of the Pledged Collateral (including, without limitation, the expenses of any sale or other proceeding, the expenses of any taking, reasonable attorneys' fees and expenses, court costs, any other expenses incurred or expenditures or advances made by Agent in the protection, enforcement or exercise of its rights, powers or remedies hereunder) with interest on any right or remedy hereunder or under any other Indenture Document and any other amounts due to such reimbursement at the Trustee or rate prescribed in the Collateral Agent under Section 7.07 Credit Agreement as the Default Rate from the date of the Indenturepayment; Secondsecond, to the payment of all other Secured Obligations (in full whatever order Agent elects); third, to such Persons as required by applicable law including, without limitation, Section 9-504(1)(c) of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts of the Collateral Obligations owed to Holders on the date of any such distribution); Uniform Commercial Code and Thirdthen, to the Grantorsextent of any surplus thereafter remaining, their successors or assigns, to Pledgor or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to In the time of application event that the proceeds of any collection, recovery, receipt, appropriation, realization or sale are insufficient to satisfy the Obligations, Pledgor shall be liable for the deficiency together with interest thereon at the rate prescribed in the Credit Agreement as the Default Rate plus the reasonable fees of any attorneys employed by Agent to collect such proceedsdeficiency. Agent, moneys in its sole and absolute discretion, with or balances in accordance with this Agreement. Upon without notice to Pledgor, may deposit any proceeds of any collection, recovery, receipt, appropriation or sale of the Pledged Collateral by the Collateral Agent (including pursuant in an interest bearing cash collateral deposit account to a power of sale granted by statute or under a judicial proceeding), the receipt of 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 maintained as security for the misapplication thereofObligations.

Application of Proceeds. Subject The proceeds of any sale of any Vessel or Vessels made either under the power of sale hereby granted to the terms and provisions Mortgagee or under a judgment or decree in any judicial proceedings for the foreclosure of this Mortgage or for the enforcement of any remedy granted to the Mortgagee hereunder, any net earnings arising from the management, charter or other use of such Vessel or Vessels by the Mortgagee under any of the Intercreditor Agreement, the Collateral Agent shall apply powers herein contained or by law provided and the proceeds of any collection and all Insurances and any claims for damages on account of such Vessel or sale Vessels or the Owner of Collateralany nature whatsoever and any Requisition Compensation, including any Collateral consisting of cash, shall be applied as follows: First, to the Mortgagee in an amount sufficient to pay in full the costs and expenses of the Mortgagee in connection with any sale, disposition or other realization, including all fees, costs, expenses, liabilities and advances incurred or made by the Mortgagee in connection therewith, including, without limitation, attorneys’ fees and costs, whether by reason of any sale, retaking, management or operation of any Vessel or Vessels and all other sums payable to the Mortgagee hereunder by reason of any expenses or liabilities incurred or advances made by it for the protection, maintenance and enforcement of the security or of any of its rights hereunder or in the pursuit of any remedy hereby conferred; and at the option of the Mortgagee to the payment of all costs and expenses incurred by taxes, assessments or liens claiming priority over the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with lien of this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 IndentureMortgage; Second, to the Lenders in an amount equal to accrued interest then due and payable under this Mortgage and the other Credit Documents (except for Lender Rate Contracts and Lender Bank Products); Third, pari passu and ratably, to (i) the Lenders in an amount equal to the principal amount of the outstanding Loans and L/C Borrowings and to Cash Collateralize the remaining L/C Obligations on a pro rata basis in accordance with the then outstanding principal amount of the Loans and L/C Obligations (with the portion allocated to the Revolving Loans, Swing Line Loans and L/C Obligations to be applied first to repay the Swing Line Loans in full, second to repay the Revolving Loans in full and then to Cash Collateralize the Obligations in an amount equal to the then Effective Amount of all L/C Obligations) and (ii) to the Lender(s) and Affiliates thereof to whom obligations are owed in connection with any Lender Rate Contract the terms of which comply with the Credit Agreement to the extent of the associated Termination Value of such Lender Rate Contract, and such proceeds will not be applied to the extent of any excess over such Termination Value in connection with any Lender Rate Contact, until the Obligations (other than obligations under this clause (ii)) have been paid in full and the Revolving Loan Commitments have been terminated; Fourth, to the Lenders in an amount equal to any other Obligations, which are then unpaid (other than any Obligations related to Lender Rate Contracts and Lender Bank Products); Fifth, to the Lenders and Affiliates thereof in an amount equal to any other Obligations related to Lender Rate Contracts the terms of which comply with the Credit Agreement, which are then unpaid; Sixth, to the Lenders and Affiliates thereof in an amount equal to any Obligations related to Lender Bank Products which are then unpaid; and Finally, upon payment in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the amounts all of the Collateral Obligations owed to Holders on the date of any such distribution); and ThirdObligations, to the Grantors, their successors person legally entitled thereto. In the event that the proceeds are insufficient to pay the amounts specified in paragraphs “First,” “Second,” “Third,” “Fourth,” “Fifth” or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding)“Sixth” above, the receipt of the Collateral Agent or of the officer making the sale Mortgagee shall be a sufficient discharge entitled to collect the purchaser balance from the Owner 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 thereofother Person liable therefor.

Application of Proceeds. Subject to After and during the terms and provisions continuance of the Intercreditor Agreementan Event of Default or an event of default under any Permitted Lien Indebtedness, any cash held by the Collateral Agent shall apply as Pledged Collateral and all cash proceeds received by the proceeds Collateral Agent (all such cash being "Proceeds") in respect of any sale of, collection from, or sale other realization upon all or any part of Collateralthe Pledged Collateral pursuant to the exercise by the Collateral Agent of its remedies under this Article XII or otherwise, including any shall be applied promptly from time to time by the Collateral consisting of cash, as followsAgent: First, to the payment of all the costs and expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Indenture Document or any of the Collateral Obligations, including all court costs, the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under any other Indenture Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise 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 Indenturetherewith; Second, to the Trustee for the benefit of the Holders, for payment until paid in full of the Collateral Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata obligations in accordance with Section 6.6, and to the amounts appropriate agent(s) or other representative(s) of the Collateral holders of all Permitted Lien Indebtedness for payment until paid in full of the Permitted Lien Indebtedness Obligations owed (all such payments to Holders on the date of any such distributionbe made ratably with respect to all outstanding Secured Obligations); and Third, after payment in full in cash of all Secured Obligations, to the Grantorsapplicable Pledgor, their or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct, of any surplus then remaining from such Proceeds. The Collateral Agent shall have absolute discretion as to At the time of any application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral Proceeds by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding)this Section 12.9, the receipt of the Collateral Agent or shall provide each of the officer making Pledgors, 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 Trustee (if the Collateral Agent is not then the Trustee) and the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness with a certificate setting forth the total amount paid to the Trustee and such officer agent(s) or other representative(s) and a calculation of the amounts, if any, deducted from Proceeds otherwise payable to the Trustee and such agent(s) or other representative(s) or the Pledgors as contemplated by this Indenture. For purposes of this Section 12.9, payments shall be answerable in any way deemed to have been made "ratably" with respect to all outstanding Secured Obligations if such payments are made to or for the misapplication thereofbenefit of each holder of outstanding Secured Obligations in the proportion that the Secured Obligations held by such holder bears to the total amount of the Secured Obligations, as of such date (it being understood that all payments by the Collateral Agent to or for the benefit of the holders of the Outstanding Securities shall be made by the Collateral Agent to the Trustee and all payments by the Collateral Agent to or for the benefit of the holders of Permitted Lien Indebtedness shall be made by the Collateral Agent to the appropriate agent(s) or other representative(s) of the holders of such Permitted Lien Indebtedness, as applicable).

Application of Proceeds. Subject to the terms and provisions of the Intercreditor Agreement(a) Unless otherwise required by applicable law, the Collateral Agent shall apply the proceeds of any the collection or sale of Collateralany Collateral securing any Obligations, including any Collateral consisting of cash, as follows: FirstFIRST, to the payment of all fees, costs and expenses due to or incurred by the Trustee or the Collateral Agent in connection with such collection or sale or otherwise due to or incurred in connection with this Agreementany Noteholder Document, any other Indenture Document the Intercreditor Agreement or any Designated Pari Passu Obligations Governing Documents, or otherwise in connection with any of the Collateral such Obligations, including all court costs, costs and the fees and expenses of its agents and the reasonable fees and expenses of its legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent hereunder or under the Indenture or under any other Indenture Document Designated Pari Passu Obligations Governing Documents on behalf of any Grantor and any other fees, costs or expenses incurred in connection with the exercise of any right or remedy hereunder or otherwise in connection herewith or under any other Indenture Document and Noteholder Document, the Intercreditor Agreement or any other amounts due Designated Pari Passu Obligations Governing Documents (in each case, insofar as they relate to such Obligations) at the Trustee direction or for the Collateral Agent under Section 7.07 benefit of the Indentureholders of such Obligations; SecondSECOND, to the payment in full of the all other Obligations secured by such Collateral Obligations owed on an equal and ratable basis to the Holders (extent and in the amounts so applied to be distributed among manner provided in the Holders pro rata in accordance with Indenture and the amounts of the Collateral Designated Pari Passu Obligations owed to Holders on the date of any such distribution)Governing Documents; and ThirdTHIRD, to the applicable Grantors, their successors or assigns, 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 Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of 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.