Common use of Proceeds Clause in Contracts

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator or Trustee in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all such complete claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All Any of the proceeds from of the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant undersigned shall not be commingled with other property of the undersigned, but shall be segregated, held by the undersigned in trust for the Bank as the exclusive property of the Bank, and the undersigned will immediately deliver to the terms Bank the identical checks, moneys or other proceeds of this Agreement Collateral received, and the Bank shall be applied have the right to endorse the name of the undersigned on any and all checks, or other forms of remittance received, where such endorsement is required to effect collection. The undersigned hereby designates, constitutes and appoints the Bank and any designee or agent of the Bank as follows: (i) Firstattorney-in-fact of the undersigned, irrevocably and with power of substitution, with authority to receive, open and dispose of all mail addressed to the undersigned, to notify the payment Post Office authorities to change the address for delivery of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited mail addressed to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Secondundersigned, to such address as the payment of valid Guaranty Claims in accordance with Bank may designate; to endorse the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment name of the remaining Secured Obligations. The Administrator shall apply undersigned on any such proceedsnotes, moniesacceptances, checks, drafts, money orders or balances in accordance with this Agreement promptly upon its receipt other evidences of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, payment or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers proceeds of the Collateral so sold that may come into the Bank's possession; to sign the name of the undersigned on any invoices, documents, drafts against account debtors of the undersigned, assignments, requests for verification of accounts and such purchaser notices to debtors of the undersigned; to execute any endorsements, assignments, or purchasers other instruments of conveyance or transfer; and to do all other acts and things necessary and advisable in the sole discretion of the Bank to carry out and enforce this Agreement. All acts of said attorney or designee shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiencyacts of commission or omission nor for any error of judgment or mistake of fact or law. Any Loan This power of attorney being coupled with respect to which an interest is irrevocable while any of the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty AgreementsObligations shall remain unpaid.

Proceeds. All (a) If an Event of Default under the PC Repurchase Agreement shall occur and be continuing, (i) all proceeds from the sale or other disposition of Collateral received by the Administrator under this Section 9 Pledgor consisting of this Agreementcash, checks and other liquid assets readily convertible to cash items shall be held by Pledgor in trust for Buyer, segregated from other funds of Pledgor, and all other moneys shall forthwith upon receipt by Pledgor be remitted to the Dedicated Account in the exact form received by Pledgor (duly endorsed by Pledgor to Buyer, if required) and (ii) any and all such proceeds received by Buyer (whether from Pledgor or otherwise) may, in the Administrator pursuant sole discretion of Buyer, be held by Buyer as collateral security for, and/or then or at any time thereafter may be applied by Buyer against, the Obligations (whether matured or unmatured), such application to be in such order as Buyer shall elect. Any balance of such proceeds remaining after the terms of Obligations shall have been paid in full and this Agreement shall have been terminated shall be remitted in accordance with Repurchase Documents. For the avoidance of doubt, the Servicer shall be solely responsible for remitting to the Pledgor any amounts owed the Pledgor. In no event shall the Buyer be accountable to the Pledgor for any excess proceeds, which the Pledgor acknowledges, may be remitted by the Buyer in accordance with the Repurchase Documents. (b) Each of Pledgor and Servicer acknowledges and agrees that all amounts with respect to Purchased MSR Excess Spread and related MSRs shall be remitted by Servicer to the Dedicated Account to be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims Buyer in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty AgreementsPC Repurchase Agreement.

Proceeds. All 7.1 So long as the Discharge of Project Debt Obligations has not occurred, whether or not any Proceeding has been commenced by or against Owner, any Collateral or proceeds from thereof received in connection with the sale or other disposition of of, or collection on, such Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or upon the exercise of any right or remedy hereunderremedies by a Financing Party, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent Financing Parties to the contrary expressed Project Debt Obligations in such order as specified in the Loan Documents. Upon the Discharge of Project Debt Obligations, if (a) there has been and continues to be an Owner Default under the Agreement, (b) the amount of damages suffered by Purchaser as a result of such Owner Default has been agreed in writing between Owner and Purchaser or otherwise by ▇▇▇▇ at determined in accordance with Article 18 of the Agreement, and (c) Owner shall not have paid such amount on or before the date specified for payment in such written agreement or within fourteen (14) Business Days after the date of such determination, as applicable, the Financing Parties shall then deliver to Purchaser any time. Upon any sale Collateral and proceeds of Collateral held by any Financing Party in the Administrator same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by Purchaser to the TSA Obligations in such order as specified in the Purchaser’s Security Documents. 7.2 If (whether pursuant to a power a) Purchaser shall receive any Collateral or proceeds of sale granted by a statute any Collateral in contravention of the Subordination Agreement, or (b) the Senior Liens do not attach to, or under a judicial proceeding)are not perfected or enforceable with respect to, any Collateral for any reason, and Purchaser shall receive any distribution or recovery with respect to, or allocable to, the receipt value of such Collateral or any proceeds, thereof, then Purchaser agrees that any such Collateral, distribution, recovery or proceeds shall (for so long as the Administrator or Discharge of the officer making the sale shall Project Debt Obligations has not occurred) be a sufficient discharge to the purchaser or purchasers of the Collateral so sold segregated and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money held in trust and forthwith paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth Financing Parties in the Guaranty Agreementssame form as received without recourse, representation or warranty (other than a representation of Purchaser that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery), but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct until such time as the Discharge of Project Debt Obligations has occurred. The Financing Parties are hereby authorized to make any such endorsements as agent for Purchaser. This authorization is coupled with an interest and is irrevocable.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s 's reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s 's payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All proceeds from proceeds, products and supporting obligations of or with respect to any and all of the sale foregoing and, to the extent not otherwise included, any payments under insurance (whether or other disposition not Holder is the loss payee thereof) or under any indemnity, warranty or guaranty by reason of Collateral loss to or otherwise with respect to any of the foregoing. In each case, the foregoing shall be covered by the Administrator under this Section 9 of this Agreement, whether any Debtor’s ownership or other rights therein are presently held or hereafter acquired (by operation of law or otherwise) and all howsoever any Debtor’s interests therein may arise or appear (whether by ownership, security interest, claim or otherwise). For purposes hereof, the terms inventory, goods, equipment, accounts, chattel paper, documents, instruments, general intangibles, investment property, securities, security entitlements, securities accounts, commodity contracts, commodity accounts, fixtures, deposit accounts, letter of credit rights, commercial tort claims, supporting obligations and proceeds shall have the meanings set forth in the Uniform Commercial Code as enacted from time to time in the state of New York or in any other moneys received by applicable jurisdiction (“UCC”). Notwithstanding anything herein to the Administrator contrary, other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC or any other applicable law or principle of equity, in no event shall the lien or security interest granted hereunder attach to, and the Collateral shall not include: (i) any lease, license, intellectual property, contract, right, claim or benefit to which any Debtor is a party or beneficiary of or any of Debtor’s rights or interest thereunder if, and for so long as, the grant of such lien or security interest shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of Debtor therein or (B) a breach or termination pursuant to the terms of, or a default under, any such lease, license, intellectual property, contract, right, claim or benefit; provided, however, that such lien and security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, breach or termination shall be remedied and, to the extent severable, shall attach immediately to any portion of such lease, license, intellectual property, contract, right, claim or benefit that does not result in any of the consequences specified in clauses (A) or (B) of this Agreement shall be applied as follows: clause (i) Firstincluding any proceeds of such lease, license, intellectual property, contract, right, claim or benefit; or (ii) any government approval or permit, if and for so long as the grant of such lien or security interest shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of Debtor therein, (B) a violation of, or termination pursuant to, the terms of such government approval or permit or (C) a violation of any applicable law; provided, however, that such lien and security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, violation or termination shall be remedied and, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise extent severable, shall attach immediately to such portion of any right such government approval or remedy hereunderpermit that does not result in any of the consequences specified in clause (A), (B) or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (iiC) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator or Trustee in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All proceeds from (a) In addition to the sale or rights of the Lender specified in Section 3(d) with respect to payments of Accounts, it is agreed that upon the occurrence of and during the continuance of an Event of Default all Proceeds received by any Grantor consisting of cash, checks and other disposition of Collateral near-cash items shall be held by the Administrator Grantors in trust for the Lender, segregated from other funds of the Grantors, and shall, forthwith upon receipt by any Grantor, be turned over to the Lender in the exact form received by such Grantor (duly endorsed by such Grantor to the Lender, if required), and held by the Lender in a Collateral Account maintained under the sole dominion and control of the Lender. Any and all such Proceeds held by the Lender in a Collateral Account (or by any Grantor in trust for the Lender) shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in this Section 9 Section. (b) At such intervals as may be agreed upon between the Lender and the Grantors or, if an Event of this Default shall have occurred and be continuing, at any time at the Lender’s election, the Lender may apply all or any part of the Proceeds constituting Collateral, whether or not held in any Collateral Account, and any Proceeds of the Pledge Agreement, and all the Guarantee or any other moneys Loan Document, or otherwise received by the Administrator pursuant Lender, against the Secured Obligations (whether matured or unmatured), such application to be in the terms of this Agreement shall be applied as followsfollowing order: (i) First, to the payment of all expenses pay incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the and unpaid fees and expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and Lender under the Administrator’s reasonable legal fees in connection therewithLoan Documents; (ii) Second, to the Lender, for application by it towards payment of valid Guaranty Claims amounts then due and owing and remaining unpaid in accordance with respect of the terms thereof in Secured Obligations, according to the order in which a complete claim (including all required documentation) is received, treating all claims received amounts of the same day as received at Secured Obligations then due and owing and remaining unpaid to the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); andLender; (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security Lender, for TERI’s payment application by it towards prepayment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt according to the amounts of the same. In respect Secured Obligations then held by the Lender; and (iv) Fourth, any balance of any application pursuant to clause (ii) abovesuch Proceeds remaining after the Secured Obligations shall have been paid in full, such proceedsand the Commitments shall have terminated, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator Grantors or such officer, or to whomsoever may be answerable in any way for lawfully entitled to receive the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty Agreementssame.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s 's reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s 's payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ TERI at any time. Upon any sale of Collateral ▇▇▇lateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ TERI shall remain liable for any deficiencyd▇▇▇▇iency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ TERI on the terms and conditions set forth s▇▇ ▇orth in the Guaranty Agreements.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator or Trustee in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s 's reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all such complete claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s 's payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of If any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so is sold and such purchaser by Lender upon credit or purchasers for future delivery, Lender shall not be obligated liable for the failure of the purchaser to see to purchase or pay for the application same and, in the event of any such failure, Lender may resell the Collateral. In no event shall Pledgor be credited with any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the proceeds of sale or other disposition of any Collateral until and to the extent cash payment in respect thereof is actually received by Lender. To the Administrator hereunderextent any of the Pledgor Obligations are contingent cash proceeds received by Lender in respect of any sale of, ▇▇▇▇ shall remain liable collection from, or other realization upon all or any part of the Collateral, such proceeds may, in the discretion of Lender, be held by Lender as collateral for any deficiencysuch contingent Pledgor Obligations. Any Loan with cash held by Lender as Collateral and all cash proceeds received by Lender in respect to which of any sale of, collection from, or other realization upon all or any part of the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth Collateral may, in the Guaranty Agreementsdiscretion of Lender, be applied: (i) first, to pay all costs and expenses incurred by Lender in connection with or incident to the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any and all of the Collateral; (ii) second, to pay all matured and unpaid Pledgor Obligations; (iii) third, if and to the extent any of the Pledgor Obligations are unmatured or contingent, to provide cash collateral for all such Pledgor Obligations; and (iv) fourth, in accordance with applicable Law, to Pledgor or such other party that is entitled to such proceeds in accordance with applicable Law. If the proceeds of the sale of Collateral are insufficient to pay all of such Pledgor Obligations, Pledgor agrees to pay upon demand any deficiency to Lender.

Proceeds. All Upon the occurrence of any Event of Taking, if a Material Default or Event of Default is continuing at such time, any awards or proceeds received from the sale any Authority or any other disposition Person or any property insurance proceeds, in either case, with respect to any Event of Collateral Taking (a) shall be paid to and held by the Administrator under this Section 9 Administrative Agent and (b) if an Event of this AgreementDefault is continuing, then in the Administrative Agent’s sole and all other moneys received absolute discretion, such amounts may be applied to the amounts then due and owing or accrued by the Administrator Lessee pursuant to the terms Operative Documents or as Lessee may direct so long as no Material Default or Event of this Agreement Default is continuing. Upon the occurrence of any Event of Loss, Casualty or Condemnation, if an Event of Default or Default is continuing at such time or if the Lessee has elected either to rebuild the Facility or to purchase the Facility pursuant to Section 13.1 hereof, any awards or proceeds received from any Authority or any other Person or any property insurance proceeds, in either case, with respect to such Event of Loss, Casualty or Condemnation, shall be held by the Administrative Agent. If an Event of Default is then continuing, then in the Administrative Agent’s sole and absolute discretion, such amounts may be applied to the amounts then due and owing or accrued by the Lessee pursuant to the Operative Documents. If no Material Default or Event of Default is then continuing, any such awards or proceeds received from any Authority or any insurance proceeds with respect to any Event of Loss, Casualty or Condemnation, in each case, shall be held by the Administrative Agent and made available to the Lessee to the extent the Lessee rebuilds the Facility pursuant to Section 13.1, to pay costs actually incurred by the Lessee to restore the Leased Property as follows: required herein in accordance with Section 13.1 and any awards or proceeds received from any Authority or any insurance proceeds remaining after such restoration shall be paid by the Administrative Agent over to the Lessee. To the extent the Lessee purchases the Facility pursuant to Section 13.1, after the Lessee has satisfied all payment obligations pursuant to Section 13.1 regarding such purchase, so long as no Event of Default as described in clauses (h) or (i) Firstof Article XVII hereof is continuing (as evidenced by an order of a court), to the payment of all expenses incurred by the Administrator in connection with this Agreement any awards or the exercise of proceeds received from any right or remedy hereunder, Authority or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims insurance proceeds shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrative Agent over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty AgreementsLessee.

Proceeds. All proceeds payments and distributions on account of the Collateral (including, without limitation, payments and distributions that result from any financing or refinancing of the property owned by AZIW or from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreementsale, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, taking or loss (including, but not limited to, the proceeds from any eminent domain proceeding or conveyance in lieu thereof or from casualty insurance) of the property owned by AZIW or any part thereof (collectively, the "Distributions") and all other Proceeds shall be paid directly to the expenses of taking, advertising, processing, preparing Assignee (and storing the Collateral to be sold, all court costs Assignor hereby authorizes and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account directs AZIW to pay all claims payable therefrom received Distributions and Proceeds to Assignee), and Assignor shall take all actions necessary to ensure that all Proceeds and Distributions (including payments and distributions on a given dayaccount of the Interest) are made directly to Assignee. Assignor acknowledges and agrees that the term Distributions shall include any and all payments made by AZIW to Assignor, all such claims shall be paid in partincluding, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Thirdwithout limitation, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect payments on account of any application pursuant loans made by Assignor to clause (ii) above, such proceeds, monies, or balances AZIW. All sums paid to Assignee hereunder shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent Assignee to the contrary expressed Obligations in writing such order and manner as Assignee shall determine in its sole and absolute discretion. Assignor shall cause all Proceeds collected by it to be delivered to Assignee forthwith upon receipt, in the original form in which received, bearing such endorsements or otherwise assignments by ▇▇▇▇ at any timeAssignor as may be necessary to permit collection thereof by Assignee. Upon any sale Assignor hereby irrevocably authorizes and empowers Assignee, its officers, employees and authorized agents to endorse and sign the name of Collateral by the Administrator (whether pursuant to a power Assignor on all checks, drafts, money orders or other media of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral payment so sold delivered and such purchaser endorsements or purchasers shall not assignments shall, for all purposes, be obligated deemed to see have been made by Assignor prior to the application of any part of the purchase money paid over to the Administrator endorsement or such officer, assignment thereof by Assignee. Assignee may use any convenient or be answerable in any way customary means for the misapplication thereof. Notwithstanding the sale purpose of collecting such checks, drafts, money order or other disposition media of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty Agreementspayment.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this AgreementSecured Party hereunder, and all other moneys received by the Administrator Secured Party pursuant to the terms of this Agreement (whether through the exercise by the Secured Party of its right of collection of Accounts or otherwise) and all balances from time to time remaining in the special account required to be maintained by each Debtor under Section 6.4 shall be applied as follows: (ia) First, to the payment of (i) all expenses incurred by the Administrator Secured Party in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to to, the expenses of taking, advertising, processing, insuring, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable Secured Party's legal fees in connection therewith, and (ii) all advances made by the Secured Party hereunder for the account of any Debtor; (iib) SecondNext, to the payment of valid Guaranty Claims the unpaid principal amount due and owing on any of the Secured Obligations in accordance with the terms thereof in thereof, together with interest thereon to the order in which a complete claim (including all required documentation) is receiveddate of payment; the remainder to be held as security for the Debtors' payment of any Secured Obligations not then due and owing, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator)together with interest accrued and accruing thereon; and (iiic) ThirdFinally, any remainder surplus remaining to be held pursuant paid over to the terms Debtors or as a court of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligationscompetent jurisdiction may direct. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In With respect of to any application pursuant to clause (iib) above, such proceeds, monies, moneys or balances shall may be applied by applied, at the Administrator sole discretion of the Secured Party and to the extent of the amount thereof, to discharge in whole or in part any the most recently incurred and unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ any Debtor at any time. Upon any sale of Collateral by the Administrator Secured Party (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator Secured Party or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator Secured Party hereunder, ▇▇▇▇ the Borrower and each Debtor shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All (a) If an Event of Default or Trigger Event shall occur and be continuing, (a) all proceeds from the sale or other disposition of Collateral received by the Administrator under this Section 9 Pledgor consisting of this Agreementcash, checks and other near-cash items shall be held by Pledgor in trust for Buyer, segregated from other funds of Pledgor, and all other moneys shall forthwith upon receipt by Pledgor be remitted to the Dedicated Account in the exact form received by Pledgor (duly endorsed by Pledgor to Buyer, if required) and (b) any and all such proceeds received by Buyer (whether from Pledgor or otherwise) may, in the Administrator pursuant sole discretion of Buyer, be held by Buyer as collateral security for, and/or then or at any time thereafter may be applied by Buyer against, the Obligations (whether matured or unmatured), such application to be in such order as Buyer shall elect. Any balance of such proceeds remaining after the terms of Obligations shall have been paid in full and this Agreement shall have been terminated shall be remitted in accordance with Repurchase Documents. For the avoidance of doubt, the Servicer shall be solely responsible for remitting to the Pledgor any amounts owed the Pledgor. In no event shall the Buyer be accountable to the Pledgor for any excess proceeds, which the Pledgor acknowledges, may be remitted by the Buyer in accordance with the Repurchase Documents. (b) Each of Pledgor and Servicer acknowledges and agrees that all amounts with respect to the Portfolio Excess Spread and related Servicing Rights shall be remitted by Servicer to the Dedicated Account to be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims Buyer in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty AgreementsRepurchase Agreement.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this AgreementSecured Party hereunder, and all other moneys received by the Administrator Secured Party pursuant to the terms of this Agreement (whether through the exercise by the Secured Party of its right of collection of accounts or otherwise) and all balances from time to time remaining in the special account required to be maintained by the Debtor under Section 6.4 shall be applied as follows: (ia) First, to the payment of (i) all expenses incurred by the Administrator Secured Party in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to to, the expenses of taking, advertising, processing, insuring, preparing and storing scoring the Collateral to be sold, all court costs and the Administrator’s reasonable Secured Party's legal fees in connection therewith, and (ii) all advances made by the Secured Party hereunder for the account of the Debtor; (iib) SecondNext, to the payment of valid Guaranty Claims the unpaid principal amount due and owing on any of the Secured Obligations in accordance with the terms thereof in thereof, together with interest thereon to the order in which a complete claim (including all required documentation) is receiveddate of payment; the remainder to be held as security for, treating all claims received the same day as received at the same time (if there are Debtor's payment of any Secured Obligations not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given daythen due and owing, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator)together with interest accrued and accruing thereon; and (iiic) ThirdFinally, any remainder surplus remaining to be held pursuant paid over to the terms Debtor or as a court of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligationscompetent jurisdiction may direct. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In With respect of to any application pursuant to clause (iib) above, such proceeds, monies, moneys or balances shall may be applied by applied, at the Administrator sole discretion of the Secured Party and to the extent of the amount thereof, to discharge in whole or in part any the most recently incurred and unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ the Debtor at any time. Upon any sale of Collateral by the Administrator Secured Party (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator Secured Party or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator Secured Party hereunder, ▇▇▇▇ the Debtor shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator Agent under this Section 9 of this Deposit and Security Agreement, and all other moneys received by the Administrator Agent pursuant to the terms of this Deposit and Security Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator Agent in connection with this Deposit and Security Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s Agent's reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); andOwner; (iii) Third, any remainder to be held pursuant to the terms of this Deposit and Security Agreement as continuing security for TERI’s 's payment of the remaining Secured Obligations. The Administrator Agent shall apply any such proceeds, monies, or balances in accordance with this Deposit and Security Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator Agent to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator Agent (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator Agent or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator Agent hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives Agent makes payment in full to Owner hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty AgreementsAgreement.

Proceeds. All (a) If an Event of Default under the PC Repurchase Agreement shall occur and be continuing, (i) all proceeds from the sale or other disposition of Collateral received by the Administrator under this Section 9 Pledgor consisting of this Agreementcash, checks and other liquid assets readily convertible to cash items shall be held by Pledgor in trust for Buyer, segregated from other funds of Pledgor, and all other moneys shall forthwith upon receipt by Pledgor be remitted to the Dedicated Account in the exact form received by Pledgor (duly endorsed by Pledgor to Buyer, if required) and (ii) any and all such proceeds received by Buyer (whether from Pledgor or otherwise) may, in the Administrator pursuant sole discretion of Buyer, be held by Buyer as collateral security for, and/or then or at any time thereafter may be applied by Buyer against, the Obligations (whether matured or unmatured), such application to be in such order as Buyer shall elect. Any balance of such proceeds remaining after the terms of Obligations shall have been paid in full and this Agreement shall have been terminated shall be remitted in accordance with Repurchase Documents. For the avoidance of doubt, the Servicer shall be solely responsible for remitting (or cause the remittance) to the Pledgor any amounts owed the Pledgor. In no event shall the Buyer be accountable to the Pledgor for any excess proceeds, which the Pledgor acknowledges, may be remitted by the Buyer in accordance with the Repurchase Documents. (b) Each of Pledgor and Servicer acknowledges and agrees that all amounts with respect to Sold MSR Excess Spread and related MSRs shall be remitted by Servicer to the Dedicated Account to be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims Buyer in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty AgreementsPC Repurchase Agreement.

Proceeds. All If a Default shall occur and be continuing, (a) the Seller shall provide notice to the Buyer and, unless the Buyer provides written notice that the following actions shall not be required, all Income and other proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys Purchased Items received by the Administrator pursuant Seller consisting of cash, checks and other near-cash items shall be held by the Seller in trust for the Buyer, segregated from other funds of the Seller, and shall forthwith upon receipt by the Seller be turned over to the terms of this Agreement shall be applied as follows: Buyer in the exact form received by the Seller (i) First, duly endorsed by the Seller to the payment of Buyer, if required), and (b) any and all expenses incurred such proceeds received by the Administrator in connection with this Agreement Buyer (whether from the Seller or the exercise of any right or remedy hereunderotherwise) may, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is receivedsole discretion of the Buyer, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed held by the Administrator); and (iii) ThirdBuyer as collateral security for, and/or then or at any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall time thereafter may be applied by the Administrator to discharge in whole or in part any unpaid Secured ObligationBuyer against, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator Repurchase Obligations (whether pursuant to a power of sale granted by a statute matured or under a judicial proceedingunmatured), such application to be in such order as the receipt Buyer shall elect. Any balance of such proceeds remaining after the Administrator or of the officer making the sale Repurchase Obligations shall have been paid in full and this Repurchase Agreement shall have been terminated 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 Administrator Seller or such officerto whomsoever may be lawfully entitled to receive the same. For purposes hereof, or proceeds shall include, but not be answerable in limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan income and all other amounts received with respect to which the Owner receives payment in full hereunder will forthwith be transferred Purchased Items. (d) Schedule 6 to ▇▇▇▇ on the terms and conditions Agreement is hereby amended by deleting the language set forth next to the Field Name “Index” under the column labeled Field Description and replacing with the following language: (1 month libor, 3 month libor, 6 month libor, 30-Day SOFR, 1-Year SOFR, Fixed) (e) Section 13.28(a)(ii) of the Agreement is hereby amended to read in the Guaranty Agreements.its entirety as follows:

Proceeds. All proceeds and products of the foregoing, however and whenever acquired and in whatever form. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from the sale time to time hereafter pledge and deliver additional shares of stock or other disposition interests to the Agent as collateral security for the Pledgor Obligations. Upon such pledge and delivery to the Agent, such additional shares of stock or other interests shall be deemed to be part of the Pledged Collateral by the Administrator under this Section 9 of this Agreement, such Pledgor and all other moneys received by the Administrator pursuant shall be subject to the terms of this Pledge Agreement shall be applied whether or not Schedule 2(a) is amended to refer to such additional shares. Notwithstanding the foregoing, it is further understood and agreed as follows: (i) FirstIn lieu of Wolverine China Investments, LLC pledging shares in Wolverine Tube (Shanghai) Limited ("Shanghai"), the Borrowers and Shanghai agree that upon the occurrence of an Event of Default pursuant to Section 11.1(a), (f) or (j) of the Credit Agreement, Shanghai shall, upon the request of Agent, immediately transfer all of its cash to Agent and promptly liquidate all of its other assets into cash and remit the proceeds thereof to the Agent, all in payment of the Obligations. The Agent is hereby granted a lien upon all expenses incurred said assets of Shanghai as collateral for the obligations of Shanghai herein. The Agent shall have all the rights of a secured party against said collateral as provided by law, including the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith;UCC. (ii) SecondWT Holding Company, Inc. ("WT Holding") shall not be required to the payment of valid Guaranty Claims in accordance with the terms thereof pledge its interest in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); andCapital Stock of 3072452 Nova Scotia Company or 3072453 Nova Scotia Company. Amended and Restated Pledge Agreement (iii) ThirdWolverine Tube, Inc. shall only be required to pledge 65% (or such greater percentage that may be permitted at any remainder date after the date hereof, without such pledge being treated as an indirect pledge, pursuant to Treas. Reg. Section 1. 956-2(c)(2)), as amended or replaced from time to time, or 100% if such regulation is repealed or no longer in effect and no comparable successor law or regulation is enacted or promulgated, but in each case limited to the full amount owned by such Pledgor) of each class of the issued and outstanding Capital Stock of WT Holding entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) and 100% (or, if less, the full amount owned by such Pledgor) of each class of the issued and outstanding Capital Stock of WT Holding not entitled to vote (within the meaning of Treas. Reg. Section 1.956(c)(2)) (but only to the extent that the pledge of such Non-Voting Equity would not cause the Obligations to be held pursuant to treated as "United States property" of such Foreign Subsidiary within the terms meaning of this Agreement as continuing security for TERI’s payment of the remaining Secured ObligationsTreas. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the sameReg. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceedingSection 1.956-2), in each case together with the receipt of the Administrator 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale certificates (or other disposition agreements or instruments), if any, representing such Capital Stock of any Collateral by the Administrator hereunderWT Holding, ▇▇▇▇ shall remain liable for any deficiency. Any Loan and all options and other rights, contractual or otherwise, with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty Agreementsthereto.

Proceeds. All (a) If an Event of Default shall occur and be continuing, (a) all proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant Servicer consisting of cash, checks and other cash equivalents shall be held by the Servicer in trust for the Agent for the benefit of the Secured Parties, segregated from other funds of the Servicer, and shall forthwith upon receipt by the Servicer be turned over to the terms Agent (in the case of this Agreement shall be applied as follows: a successor Servicer, within two Business Days) for the benefit of the Secured Parties in the exact form received by the Servicer (i) First, duly endorsed by the Servicer to the payment of Agent, if required) and (b) any and all expenses incurred such proceeds received by the Administrator in connection with this Agreement Agent (whether from the Servicer or the exercise of any right or remedy hereunderotherwise) may, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is receivedsole discretion of the Agent, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed held by the Administrator); and (iii) ThirdAgent as collateral security for, and/or then or at any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall time thereafter may be applied by the Administrator to discharge in whole or in part any unpaid Agent against, the Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator Obligations (whether pursuant to a power of sale granted by a statute matured or under a judicial proceeding), unmatured) in the receipt order set forth in Section 2.05(b) of the Administrator or Loan Agreement. Any balance of such proceeds remaining after the officer making Secured Obligations shall have been paid in full and the sale Loan Agreement shall have been terminated 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 Administrator Servicer or such officerto whomsoever may be lawfully entitled to receive the same. For purposes hereof, or proceeds shall include, but not be answerable in limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, recoveries against Obligors, sale and foreclosure proceeds, and any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan income and all other amounts received with respect to which the Owner receives payment Collateral. (b) At any time following the occurrence of an Event of Default that has not been waived, at the Agent’s request and at the Servicer’s expense (so long as Medallion Funding or any of its Affiliates is the Servicer), if the Backup Servicer has not become the successor Servicer, the Servicer shall (and if the Servicer shall fail to do so within two Business Days, the Agent may) notify each Obligor and Seller of Medallion Loans of the security interest of the Agent under this Agreement and direct that payments be made directly to the Agent or its designee. Each of the Borrower and the Servicer authorizes the Agent, and hereby irrevocably appoints the Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in full hereunder will forthwith be transferred place of the Borrower or the Servicer, to ▇▇▇▇ on the terms take any and conditions set forth all steps in the Guaranty AgreementsBorrower’s or the Servicer’s name and on behalf of the Borrower or the Servicer following the occurrence of an Event of Default that are necessary or desirable, in the determination of the Agent, to collect amounts due under the Medallion Loans or any Medallion Collateral with respect thereto, including, without limitation, endorsing the Borrower’s, the Servicer’s or the Seller’s name on checks and other instruments representing Collections of Medallion Loans and enforcing the Medallion Loans and the Medallion Collateral, the Purchase Agreement, any Approved Purchase Agreement and any Affiliated Loan Sale Agreement.

Proceeds. All (a) If an Event of Default or Trigger Event shall occur and be continuing, (a) all proceeds from the sale or other disposition of Collateral received by Pledgor consisting of cash, checks and other near-cash items shall be held by Pledgor in trust for Lender, segregated from other funds of Pledgor, and shall forthwith upon receipt by Pledgor be turned over to Lender in the exact form received by Pledgor (duly endorsed by Pledgor to Lender, if required) and (b) any and all such proceeds received by Lender (whether from Pledgor or otherwise) may, in the sole discretion of Lender, be held by Lender as collateral security for, and/or then or at any time thereafter may be applied by Lender against, the Obligations (whether matured or unmatured), such application to be in such order as Lender shall elect. Any balance of such proceeds remaining after the Obligations shall have been paid in full and this Agreement shall have been terminated shall be remitted in accordance with Loan Documents. For the avoidance of doubt, the Servicer shall be solely responsible for remitting to the Pledgor any amounts owed the Pledgor. In no event shall the Lender be accountable to the Pledgor for any excess proceeds, which the Pledgor acknowledges, may be remitted by the Administrator under this Section 9 Lender in accordance with the Loan Documents. (b) Each of this AgreementPledgor and Servicer acknowledges and agrees that all amounts with respect to the Portfolio Excess Spread and related Servicing Rights shall be remitted by Servicer, and all other moneys received by (i) prior to the Administrator occurrence of an Event of Default or Trigger Event, as applicable, to Pledgor pursuant to the terms of this Agreement shall be applied the Master Spread Acquisition Agreement, and (ii) after the occurrence of an Event of Default or Trigger Event, as follows: (i) Firstapplicable, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral Dedicated Account to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims applied by Lender in accordance with the terms thereof in of the order in which a complete claim (including all required documentation) is received, treating all claims received Loan Agreement; provided that any amounts on account of the same day as received at Portfolio Excess Spread and the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder related Servicing Rights to be held remitted back to Servicer pursuant to the terms of this Master Spread Acquisition Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by remitted directly to the Administrator to discharge in whole or in part any unpaid Secured ObligationDedicated Account. For the avoidance of doubt, notwithstanding any manifestation of an intent anything to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty AgreementsMaster Spread Acquisition Agreement, after the occurrence of an Event of Default or a Trigger Event, as applicable, all amounts with respect to the Portfolio Excess Spread shall be remitted to the Dedicated Account and such remittance shall not constitute a breach of the Master Spread Acquisition Agreement.

Proceeds. All (a) If an Event of Default with respect to Tranche A shall occur and be continuing, (i) all proceeds of the Tranche A Collateral received by ReadyCap consisting of cash, checks and other near-cash items shall be held by ReadyCap in trust for the Lender, segregated from the sale or other disposition funds of Collateral by the Administrator under this Section 9 of this AgreementReadyCap, and shall forthwith upon receipt by ReadyCap be turned over to the Lender in the exact form received by ReadyCap (duly endorsed by ReadyCap to the Lender, if required) and (ii) any and all other moneys such proceeds received by the Administrator pursuant to Lender (whether from ReadyCap or otherwise) may, in the terms sole discretion of this Agreement shall the Lender, be applied as follows: (i) First, to the payment of all expenses incurred held by the Administrator in connection with this Agreement Lender as collateral security for, and/or then or the exercise of at any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall thereafter may be applied by the Administrator to discharge in whole Lender against, the Secured Obligations (whether matured or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent unmatured) related to the contrary expressed Tranche A Advances, such application to be in writing such order as the Lender shall elect. (b) If an Event of Default with respect to Tranche A or otherwise Tranche B shall occur and be continuing, (i) all proceeds of the Tranche B Collateral received by ▇▇▇▇▇▇▇▇▇▇ consisting of cash, checks and other near-cash items shall be held by ▇▇▇▇▇▇▇▇▇▇ in trust for the Lender, segregated from other funds of ▇▇▇▇▇▇▇▇▇▇, and shall forthwith upon receipt by ▇▇▇▇▇▇▇▇▇▇ be turned over to the Lender in the exact form received by ▇▇▇▇▇▇▇▇▇▇ (duly endorsed by ▇▇▇▇▇▇▇▇▇▇ to the Lender, if required) and (ii) any and all such proceeds received by the Lender (whether from ▇▇▇▇▇▇▇▇▇▇ or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time. Upon any sale of Collateral time thereafter may be applied by the Administrator Lender against, the Secured Obligations (whether pursuant to a power of sale granted by a statute matured or under a judicial proceedingunmatured), such application to be in such order as the receipt Lender shall elect. (c) Any balance of such proceeds remaining after the Administrator or of the officer making the sale Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan applicable Borrower with respect to which such Tranche or to whomsoever may be lawfully entitled to receive the Owner receives payment in full hereunder will forthwith same. For purposes hereof, proceeds shall include, but not be transferred limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, Condemnation Proceeds, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to ▇▇▇▇ on the terms and conditions set forth in the Guaranty AgreementsCollateral.

Proceeds. All (a) If an Event of Default with respect to Tranche A shall occur and be continuing, (i) all proceeds of the Tranche A Collateral received by ReadyCap consisting of cash, checks and other near-cash items shall be held by ReadyCap in trust for the Lender, segregated from the sale or other disposition funds of Collateral by the Administrator under this Section 9 of this AgreementReadyCap, and shall forthwith upon receipt by ReadyCap be turned over to the Lender in the exact form received by ReadyCap (duly endorsed by ReadyCap to the Lender, if required) and (ii) any and all other moneys such proceeds received by the Administrator pursuant to Lender (whether from ReadyCap or otherwise) may, in the terms sole discretion of this Agreement shall the Lender, be applied as follows: (i) First, to the payment of all expenses incurred held by the Administrator in connection with this Agreement Lender as collateral security for, and/or then or the exercise of at any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall thereafter may be applied by the Administrator to discharge in whole Lender against, the Secured Obligations (whether matured or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent unmatured) related to the contrary expressed Tranche A Advances, such application to be in writing such order as the Lender shall elect. (b) If an Event of Default with respect to Tranche A or otherwise Tranche B shall occur and be continuing, (i) all proceeds of the Tranche B Collateral received by S▇▇▇▇▇▇▇▇▇ consisting of cash, checks and other near-cash items shall be held by S▇▇▇▇▇▇▇▇▇ in trust for the Lender, segregated from other funds of S▇▇▇▇▇▇▇▇▇, and shall forthwith upon receipt by S▇▇▇▇▇▇▇▇▇ be turned over to the Lender in the exact form received by S▇▇▇▇▇▇▇▇▇ (duly endorsed by S▇▇▇▇▇▇▇▇▇ to the Lender, if required) and (ii) any and all such proceeds received by the Lender (whether from S▇▇▇▇▇▇▇▇▇ or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time. Upon any sale of Collateral time thereafter may be applied by the Administrator Lender against, the Secured Obligations (whether pursuant to a power of sale granted by a statute matured or under a judicial proceedingunmatured), such application to be in such order as the receipt Lender shall elect. (c) Any balance of such proceeds remaining after the Administrator or of the officer making the sale Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan applicable Borrower with respect to which such Tranche or to whomsoever may be lawfully entitled to receive the Owner receives payment in full hereunder will forthwith same. For purposes hereof, proceeds shall include, but not be transferred limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, Condemnation Proceeds, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to ▇▇▇▇ on the terms and conditions set forth in the Guaranty AgreementsCollateral.

Proceeds. All 7.1 So long as the Discharge of Project Debt Obligations has not occurred, whether or not any Proceeding has been commenced by or against Owner, any Collateral or proceeds from thereof received in connection with the sale or other disposition of of, or collection on, such Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or upon the exercise of any right or remedy hereunderremedies by a Financing Party, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent Financing Parties to the contrary expressed Project Debt Obligations in such order as specified in the Loan Documents. Upon the Discharge of Project Debt Obligations, if (a) there has been and continues to be an Owner Default under the Agreement, (b) the amount of damages suffered by Purchaser as a result of such Owner Default has been agreed in writing between Owner and Purchaser or otherwise by ▇▇▇▇ at determined in accordance with Article 18 of the Agreement, and (c) Owner shall not have paid such amount on or before the date specified for payment in such written agreement or within fourteen (14) Business Days after the date of such determination, as applicable, the Financing Parties shall then deliver to Purchaser any time. Upon any sale Collateral and proceeds of Collateral held by any Financing Party in the Administrator same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by Purchaser to the TSA Obligations in such order as specified in the Purchaser’s Security Documents. 7.2 If (whether pursuant to a power a) Purchaser shall receive any Collateral or proceeds of sale granted by a statute any Collateral in contravention of the Subordination Agreement, or under a judicial proceeding)1014917.31-D.C. Server 1A - MSW (b) the Senior Liens do not attach to, or are not perfected or enforceable with respect to, any Collateral for any reason, and Purchaser shall receive any distribution or recovery with respect to, or allocable to, the receipt value of such Collateral or any proceeds, thereof, then Purchaser agrees that any such Collateral, distribution, recovery or proceeds shall (for so long as the Administrator or Discharge of the officer making the sale shall Project Debt Obligations has not occurred) be a sufficient discharge to the purchaser or purchasers of the Collateral so sold segregated and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money held in trust and forthwith paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth Financing Parties in the Guaranty Agreementssame form as received without recourse, representation or warranty (other than a representation of Purchaser that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery), but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct until such time as the Discharge of Project Debt Obligations has occurred. The Financing Parties are hereby authorized to make any such endorsements as agent for Purchaser. This authorization is coupled with an interest and is irrevocable.

Proceeds. All (a) If an Event of Default or Trigger Event shall occur and be continuing, (a) all proceeds from the sale or other disposition of Collateral received by the Administrator under this Section 9 Pledgor consisting of this Agreementcash, checks and other near-cash items shall be held by Pledgor in trust for Lender, segregated from other funds of Pledgor, and all other moneys shall forthwith upon receipt by Pledgor be remitted to the Dedicated Account in the exact form received by Pledgor (duly endorsed by Pledgor to Lender, if required) and (b) any and all such proceeds received by Lender (whether from Pledgor or otherwise) may, in the Administrator pursuant sole discretion of Lender, be held by Lender as collateral security for, and/or then or at any time thereafter may be applied by Lender against, the Obligations (whether matured or unmatured), such application to be in such order as Lender shall elect. Any balance of such proceeds remaining after the terms of Obligations shall have been paid in full and this Agreement shall have been terminated shall be remitted in accordance with Loan Documents. For the avoidance of doubt, the Servicer shall be solely responsible for remitting to the Pledgor any amounts owed the Pledgor. In no event shall the Lender be accountable to the Pledgor for any excess proceeds, which the Pledgor acknowledges, may be remitted by the Lender in accordance with the Loan Documents. (b) Each of Pledgor and Servicer acknowledges and agrees that all amounts with respect to the Portfolio Excess Spread and related Servicing Rights shall be remitted by Servicer to the Dedicated Account to be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims Lender in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty AgreementsAgreement.

Proceeds. All proceeds from In the sale event that, following the occurrence or other disposition during the continuance of Collateral by any Default or Event of Default, Lead Agent or any Lender, as the Administrator under this Section 9 case may be, receives any monies in connection with the enforcement of this Agreementany of the Loan Documents, and all other moneys received by the Administrator pursuant to the terms of this Agreement such monies shall be applied distributed for application as follows: (ia) First, to the payment of, or (as the case may be) the reimbursement of the Lead Agent and the Lenders for or in respect of all expenses reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by Lead Agent and the Administrator Lenders in connection with the collection of such monies by Lead Agent and the Lenders, for the exercise, protection or enforcement by Lead Agent and the Lenders of all or any of the rights, remedies, powers and privileges of Lead Agent and the Lenders under this Agreement or any of the exercise other Loan Documents or in support of any right provision of adequate indemnity to Lead Agent and the Lenders against any taxes or remedy hereunderliens which by law shall have, or any sale or dispositionmay have, including, but not limited to priority over the expenses rights of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs Lead Agent and the Administrator’s reasonable legal fees in connection therewithLenders to such monies, provided however, that any distribution to Lead Agent and the Lenders under this Section 12.3(a) shall be first made to Lead Agent for costs incurred by Lead Agent on behalf of Lenders, then pro rata to each Lender based on its respective Commitment Percentage; (iib) Second, to all other Obligations in such order or preference as Lead Agent and the payment Majority Lenders may determine; provided, however, that distributions in respect of valid Guaranty Claims in accordance such Obligations shall be made (i) first to repayment of Swing Line Loans; (ii) pari passu among Obligations with respect to Lead Agent's fee payable pursuant to Section 3.3 and all other Obligations; (iii) pari passu among Obligations with respect to the terms thereof Loans and Letters of Credit, except that in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account event that any Lender shall have wrongfully failed or refused to pay all claims payable therefrom received on a given day, all make an Advance under Section 2.7 and such claims failure or refusal shall be paid continuing, Advances made by other Lenders during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in partpriority to the other Obligations described in this Section 12.3(b); and (iv) Obligations owing to Lenders with respect to each type of Obligation such as interest, principal, fees and expenses, shall be made among Lenders pro rata; and provided, from the Pledged Account as directed by the Administrator)further that Lead Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; and (iiic) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceedsexcess, moniesif any, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator returned to discharge in whole Borrower or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty AgreementsPersons as are entitled thereto.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s 's reasonable legal fees in connection therewith; ; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s 's payment of the remaining Secured Obligations. 11 <PAGE> The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All right, title and interest, present and future, of the Company in and to all proceeds, profits, products, revenues and other income, and in and to all proceeds and payments, from and on account of the property, rights and privileges described in clause FIRST above. To have and to hold the Collateral unto the Trustee and its successors and assigns in mortgage, pledge and trust for the benefit and security of the Holders from time to time of all the Notes issued and Outstanding hereunder and the Trustee and for the uses and purposes and subject to the terms and provisions set forth in this First Supplemental Indenture. In trust nevertheless, upon the terms and trusts set forth, for the equal and proportionate benefit and security of all Holders of the Notes issued and to be issued hereunder, without preference, distinction or priority as to Lien (as defined in the Original Indenture) or otherwise of any Note over any other Note by reason of priority in time of issue, sale or negotiation thereof, or by reason of the purpose of issue, or otherwise howsoever, except as herein otherwise expressly provided. The Company does hereby constitute the Trustee the true and lawful attorney of the Company irrevocably, with full power (in the name of the Company or otherwise) to ask, require, demand, receive, settle, compromise, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of any of the Collateral, to endorse any checks or other disposition instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Trustee may deem to be necessary or advisable in the premises. The Company agrees that any time and from time to time, upon the written request of Collateral the Trustee, it will promptly and duly execute and deliver any and all such further instruments and documents as the Trustee may reasonably deem desirable in obtaining the full benefits of the foregoing clauses FIRST and SECOND and of the rights and powers herein granted. The Company does hereby warrant and represent that, except as otherwise contemplated by the Administrator under this Section 9 of this AgreementIndenture, it has not mortgaged, assigned or pledged, and hereby covenants that it will not mortgage, assign or pledge, so long as this First Supplemental Indenture shall remain in effect, any of the right, title or interest hereby mortgaged, assigned or pledged to anyone other than the Trustee. It is hereby covenanted and agreed that the terms and conditions upon which the Notes are issued, authenticated, delivered and accepted by all other moneys received by Persons (as defined on the Administrator Original Indenture) who shall from time to time be or become the Holders thereof, and the terms and conditions upon which the property herein mortgaged and pledged is to be held and disposed of, which said terms and conditions the Trustee hereby accepts and agrees to discharge pursuant to the terms of this Agreement shall be applied hereof, are as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All proceeds from of any and all of the sale foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof) or under any indemnity, warranty or guaranty by reason of loss to or otherwise with respect to any of the foregoing Collateral. In each case, the foregoing shall be covered by this Agreement, whether such Pledgor's ownership or other disposition rights therein are presently held or hereafter acquired and however such Pledgor's interests therein may arise or appear (whether by ownership, security interest, claim or otherwise). Each Pledgor other than Buyer and Secured Party (by its acceptance hereof), hereby confirm that it is their intention that the security interests granted by such Pledgor hereunder not constitute a fraudulent transfer or fraudulent conveyance for purposes of Collateral any federal or state law. To effectuate the foregoing intention, each such Pledgor and Secured Party (by the Administrator under this Section 9 its acceptance hereof) hereby irrevocably agree and understand that, notwithstanding any other provision of this Agreement, and all other moneys received the Collateral granted by the Administrator pursuant such Pledgor hereunder shall be limited to the terms maximum amount of Collateral that can be pledged without rendering this Agreement Agreement, as it relates to such Pledgor, voidable under applicable law relating to fraudulent conveyances or fraudulent transfers, and not for any greater amount. The granting of the foregoing security interest does not make Secured Party a successor to any Pledgor as a partner in any Partnership, and neither Secured Party nor any of its successors or assigns hereunder shall be applied as follows: (i) First, deemed to the payment of all expenses incurred have become a partner in any Partnership by the Administrator in connection with accepting this Agreement or the exercise of exercising any right or remedy hereundergranted herein unless and until such time, if any, when Secured Party or any sale such successor or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees assign expressly becomes a partner in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which any Partnership after a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligationsforeclosure upon Other Partnership Rights. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent Notwithstanding anything herein to the contrary expressed (except to the extent, if any, that Secured Party or any of its successors or assigns hereafter expressly becomes a partner in writing any Partnership), neither Secured Party nor any of its successors or assigns shall be deemed to have assumed or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain become liable for any deficiency. Any Loan with respect debts or obligations of any Partnership or of any Pledgor to which or under any Partnership, and the Owner receives payment in full hereunder will forthwith above definition of "Other Partnership Rights" shall be transferred deemed modified, if necessary, to ▇▇▇▇ on the terms and conditions set forth in the Guaranty Agreementsprevent any such assumption or other liability.

Proceeds. All proceeds from In the sale event of any Casualty prior to Completion, Developer does hereby assign to Owner all of Developer’s right, title and interest in and to all compensation, awards, proceeds, damages, claims, insurance recoveries, causes, rights of action (whether accrued prior to or after the date hereof) and payments which Developer may receive or to which Developer is or may become entitled with respect to the Property or any part thereof other disposition than payments received in connection with any loss of Collateral by rental value or business interruption insurance (collectively, “Proceeds”) in connection with any such Casualty to the Administrator under this Section 9 of this AgreementProperty or any part thereof and, and all other moneys received by the Administrator pursuant subject to the terms of this Agreement Section 2.7(b), all such Proceeds shall be paid to an escrow account held by a third party depositary reasonably acceptable to Owner and Developer (the “Casualty Escrow Agent”) (pursuant to an escrow agreement acceptable to the parties and intended to implement the terms of this Agreement), and made available to Developer upon request for the reasonable out-of-pocket costs of preservation, stabilization, emergency restoration, business interruption, reconstruction and repair, as the case may be, of any damage to or destruction of the Property, or any portion thereof; provided, however, that the portion of such Proceeds that are attributable to Developer’s obligation to pay Rent under the Lease shall be applied as follows: against Rents due by Developer thereunder; and provided, further, that if the total amount of Proceeds payable net of the applicable deductibles is One Million Dollars (i$1,000,000) Firstor less, and if no Developer Default has occurred and is continuing, the Proceeds shall be paid directly to Developer and used for the repair of any damage to the payment of all expenses incurred by Property, provided that the Administrator Property is rebuilt in connection with a manner substantially similar to the condition in which it existed prior to the related casualty or otherwise in a manner reasonably satisfactory to Owner. Notwithstanding the foregoing or anything else in this Agreement or the exercise Lease to the contrary, in the event the total amount of Proceeds payable net of deductibles is Twenty-Five Million Dollars ($25,000,000) or higher in connection with any right or remedy hereunder, Casualty to the Property or any sale part thereof prior to Completion (“Major Casualty Proceeds”), such Major Casualty Proceeds shall be delivered or dispositiondirected to Owner by Developer and shall be held and disbursed by Owner in the same manner, including, but not limited and subject to the expenses of takingsame conditions, advertising, processing, preparing and storing the Collateral as Owner’s Commitment is to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held disbursed pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in this Agreement (it being understood and agreed that the Guaranty Agreementsdisbursement of Major Casualty Proceeds shall not constitute an additional Advance or Project Funding). Developer shall, in good faith and in a commercially reasonable manner, file and prosecute the adjustment, compromise or settlement of any claim for Proceeds and, subject to Developer’s right to receive the direct payment of any Proceeds as herein provided, shall cause the same to be paid directly to an account of the Casualty Escrow Agent in accordance with the provisions of this Agreement. Except upon the occurrence and during the continuance of a Developer Default, Developer may settle any insurance claim with respect to Proceeds which does not exceed Ten Million Dollars ($10,000,000) (the “Casualty Amount”). Whether or not a Developer Default shall have occurred and be continuing, if a Casualty could result in Proceeds in excess of the Casualty Amount, Owner and Developer will jointly engage a public adjuster acceptable to Owner; provided, however, that Owner shall have the right to approve any final determination of such joint adjuster and any settlement which might result in any Proceeds in excess of the Casualty Amount. If a Developer Default shall have occurred and be continuing, or if Developer fails to file and/or prosecute any insurance claim for a period of fifteen (15) Business Days following Developer’s receipt of written notice from Owner, Developer hereby irrevocably empowers Owner, in the name of Developer as its true and lawful attorney-in-fact, to file and prosecute such claim (including settlement thereof) with counsel satisfactory to Owner and to collect and to make receipt for any such payment, all at Developer’s expense. In the event of a conflict between the terms of the Lease and this Section 2.7(b), the terms set forth in this Section 2.7(b) shall control.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator Agent under this Section 9 of this Deposit and Security Agreement, and all other moneys received by the Administrator Agent pursuant to the terms of this Deposit and Security Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator Agent in connection with this Deposit and Security Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s Agent's reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the AdministratorAccount); , and (iii) Third, any remainder to be held pursuant to the terms of this Deposit and Security Agreement as continuing security for TERI’s 's payment of the remaining Secured Obligations. The Administrator Agent shall apply any such proceeds, monies, or balances in accordance with this Deposit and Security Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator Agent to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator Agent (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator Agent or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator Agent hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives Agent makes payment in full to Owner hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty AgreementsAgreement.

Proceeds. All ​ Upon the occurrence of any Event of Taking, if a Material Default or Event of Default is continuing at such time, any awards or proceeds received from the sale any Authority or any other disposition Person or any property insurance proceeds, in either case, with respect to any Event of Collateral Taking (a) shall be paid to and held by the Administrator under this Section 9 Administrative Agent and (b) if an Event of this AgreementDefault is continuing, then in the Administrative Agent’s sole and all other moneys received absolute discretion, such amounts may be applied to the amounts then due and owing or accrued by the Administrator Lessee pursuant to the terms Operative Documents or as Lessee may direct so long as no Material Default or Event of this Agreement Default is continuing. ​ Upon the occurrence of any Event of Loss, Casualty or Condemnation, if an Event of Default or Default is continuing at such time or if the Lessee has elected either to rebuild the Facility or to purchase the Facility pursuant to Section 13.1 hereof, any awards or proceeds received from any Authority or any other Person or any property insurance proceeds, in either case, with respect to such Event of Loss, Casualty or Condemnation, shall be held by the Administrative Agent. If an Event of Default is then continuing, then in the Administrative Agent’s sole and absolute discretion, such amounts may be applied to the amounts then due and owing or accrued by the Lessee pursuant to the Operative Documents. If no Material Default or Event of Default is then continuing, any such awards or proceeds received from any Authority or any insurance proceeds with respect to any Event of Loss, Casualty or Condemnation, in each case, shall be held by the Administrative Agent and made available to the Lessee to the extent the Lessee rebuilds the Facility pursuant to Section 13.1, to pay costs actually incurred by the Lessee to restore the Leased Property as follows: required herein in accordance with Section 13.1 and any awards or proceeds received from any Authority or any insurance proceeds remaining after such restoration shall be paid by the Administrative Agent over to the Lessee. To the extent the Lessee purchases the Facility pursuant to Section 13.1, after the Lessee has satisfied all payment obligations pursuant to Section 13.1 regarding such purchase, so long as no Event of Default as described in clauses (h) or (i) Firstof Article XVII hereof is continuing (as evidenced by an order of a court), to the payment of all expenses incurred by the Administrator in connection with this Agreement any awards or the exercise of proceeds received from any right or remedy hereunder, Authority or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims insurance proceeds shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrative Agent over to the Administrator or such officer, or be answerable in any way for the misapplication thereofLessee. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty Agreements.​ ​ ​ ​

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator or Trustee in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith;therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all such complete claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by ▇▇▇▇ at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator 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 Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, ▇▇▇▇ shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to ▇▇▇▇ on the terms and conditions set forth in the Guaranty Agreements.