Common use of Application of Proceeds of Collateral Clause in Contracts

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

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

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of the continuation of any other Event of Default: (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 upon the termination of the Revolving Credit Aggregate Commitment or the Draw-To Term Loan Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement, all (c) at the Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any remedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received by the Administrative Agent or collected in respect of any sale, any collection from, or other realization upon all or any part of the Collateral as well as any Collateral consisting of cash shall be applied in full or in part by the Administrative Agent against, the Secured Obligations in the following order of priority: FIRSTIndebtedness first, to the payment of pay all reasonable costs incurred and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable unpaid fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent Loan Documents and not as a Lender), the repayment of all any protective advances made by the Administrative Agent hereunder with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender or any other Lender hereunder, next, to pay principal and interest due under the Revolving Credit (including the Swing Line and any Reimbursement Obligations) and Term Loan and Draw-To Term Loan, and to cash collateralize all outstanding Letters of Credit in an amount equal to 105% of the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, on a pro rata basis, next to pay any obligations owing by any Credit Party under any other Loan Document Hedging Agreements on behalf of any Grantor and a pro rata basis, next, to pay any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of Indebtedness on a pro rata basis, and then, if there is any right or remedy hereunder or under any other Loan Document; SECONDexcess, to the extent of any excess of such proceedsCredit Parties, to as the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and Virtus Investment Partners, Inc. Security Agreement THIRD, to the extent of any excess of such proceeds to the applicable Grantor, its successors or assigns, or as a court of competent jurisdiction case may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereofbe.

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

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of any other Event of Default: (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 upon the termination of the Revolving Credit Aggregate Commitment, (b) the acceleration of any Indebtedness arising under this Agreement, all (c) at the Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any remedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received by the Administrative Agent or collected in respect of any sale, any collection from, or other realization upon all or any part of the Collateral as well as any Collateral consisting of cash shall be applied in full or in part by the Administrative Agent against, the Secured Obligations in the following order of priority: FIRSTIndebtedness first, to the payment of pay all reasonable costs incurred and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable unpaid fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent Loan Documents and not as a Lender), the repayment of all any protective advances made by the Administrative Agent hereunder with respect to the Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. hereunder, next, to pay principal and interest due under the Revolving Credit (including the Swing Line and any Reimbursement Obligations), obligations owing by any Credit Party with respect to Lender Products and to cash collateralize all outstanding Letters of Credit in an amount equal to 105% of the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, on a pro rata basis, next to pay any obligations owing by any Credit Party under any other Loan Document Hedging Agreements on behalf of any Grantor and a pro rata basis, next, to pay any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of Indebtedness on a pro rata basis, and then, if there is any right or remedy hereunder or under any other Loan Document; SECONDexcess, to the extent of any excess of such proceedsCredit Parties, to as the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and Virtus Investment Partners, Inc. Security Agreement THIRD, to the extent of any excess of such proceeds to the applicable Grantor, its successors or assigns, or as a court of competent jurisdiction case may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereofbe.

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere Notwithstanding anything to the contrary in this Security Agreement Agreement, following the occurrence of an Event of Default and in Section 6.11 (i) termination of the Revolving Credit AgreementAggregate Commitment, all (ii) the acceleration of the Indebtedness or (iii) the exercise of any other remedy pursuant to the request of the requisite Lenders in accordance with Section 9.2 hereof, the proceeds of any Collateral, together with any offsets, voluntary payments by Borrower or any Subsidiary of the Borrower or others and any other sums received by the Administrative Agent or collected in respect of any salethe Indebtedness, any collection from, or other realization upon all or any part of the Collateral as well as any Collateral consisting of cash shall be applied in full or in part by the Administrative Agent againstapplied, the Secured Obligations in the following order of priority: FIRSTfirst, to the payment of pay all reasonable costs incurred and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable unpaid fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification under the Credit Agreement (in its capacity as the Administrative Agent Loan Documents and not as a Lender), the repayment of all any protective advances made by Agent with respect to the Administrative Agent hereunder Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to pay the Indebtedness under the Revolving Credit (including the Swing Line) and the Term Loan and any Reimbursement Obligations and indebtedness owed under any other Interest Rate Protection Agreements on a pro rata basis (or in such order and manner as determined by the Majority Lenders, the Maturity Revolving Credit Lenders and the Majority Term Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentLenders; SECONDsubject, however, to the extent applicable Percentages of any excess the loans held by each of such proceedsthe Lenders), next, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties any other Indebtedness on a pro rata in accordance with basis, and then, if there is any excess, to Borrower and the amounts of Subsidiaries, as the Secured Obligations owed to them on the date of any such distribution) with the amount allocable case may be. Subject to the Credit Obligations to be applied to terms of this Section 10.2, the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and Virtus Investment Partners, Inc. Security Agreement THIRD, to the extent of any excess application of such proceeds and other sums to the applicable Grantor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale Advances of the Collateral by Revolving Credit and the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding)Term Loan, the receipt Reimbursement Obligations and under any Interest Rate Protection Agreements shall be based on each Lender’s Weighted Percentage of the purchase money by the Administrative Agent or aggregate of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereofloans.

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

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

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

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

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 of the Credit Agreement, all proceeds All moneys received by the Administrative Agent as a result of the enforcement of the rights and remedies of the Agent or the Creditors pursuant to the Security Documents and otherwise in respect of the Collateral shall be distributed by the Agent on the dates fixed by the Agent (individually a "Distribution Date" and collectively, the "Distribution Dates") as follows: FIRST: to the Agent in payment of the amount of any saleand all unreimbursed expenses of the Agent, including, without limitation, the fees and disbursements of its counsel and of any agents and experts employed by the Agent, incurred by the Agent prior to the relevant Distribution Date in connection with (w) the administration of this Agreement and the Security Documents, (x) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon all any assets of the Company pursuant to the Security Documents (y) the exercise or enforcement of any of the rights of the Agent hereunder or under the Security Documents or (z) the failure by the Company to perform or observe any of the provisions of this Agreement or any part Security Document; SECOND: to the Banks in an amount equal to the sum of the unpaid principal of and interest on the Notes plus the aggregate amount of Permitted Letter of Credit Amounts (excluding all such Permitted Letter of Credit Amounts which the Issuing Bank of any Permitted Letters of Credit has paid to the beneficiary thereof and has been reimbursed therefor by the Company), and accrued interest thereon, if any, and to the Swap Providers in an amount equal to the obligations of the Company (calculated, if the Swap Agreement is an ISDA Master Agreement (Multicurrency-Cross Border) ("ISDA Agreement"), pursuant to Section 6(e) thereof, or, if the Swap Agreement is not an ISDA Agreement, pursuant to the provisions of such Swap Agreement substantially similar to Section 6(e) of the ISDA Agreement) under the Swap Agreements and any accrued interest thereon, if any, and, in the event such moneys shall be insufficient to pay in full such amounts, then to the payment thereof ratably to each Creditor in the same proportion which (x) the sum of aggregate unpaid principal of and interest on the Notes held by such Bank plus the aggregate amount of unreimbursed Permitted Letter of Credit Amounts and accrued interest thereon (excluding therefrom an amount equal to that portion of such interest calculated at a rate per annum in excess of the rate per annum provided for under Subsection 2.04(b), such excluded amount being the "Excess Interest"), if any, in respect of Permitted Letters of Credit issued by such Bank or the sum of the obligations of the Company (calculated as described above) to such Swap Provider under the applicable Swap Agreement and any accrued interest thereon, as the case may be, bears to (y) the sum of the aggregate unpaid principal of and interest on the Notes plus the aggregate amount of Permitted Letter of Credit Amounts and accrued interest thereon (excluding therefrom an amount equal to the aggregate Excess Interest), if any, plus an amount equal to the obligations of the Company (calculated as described above) under the Swap Agreements and any accrued interest thereon, if any, on the relevant Distribution Date (all such prepayments to be applied by each Creditor first to the payment of accrued and unpaid interest, if any, owing by the Company to such Creditor, then to the payment of principal on the Notes or the obligations of the Company (calculated as described above) under the Swap Agreements, as the case may be, and finally pursuant to the documents evidencing the Permitted Letter of Credit Amounts, if any, of such Creditor); provided, however, in the event any Bank that has issued a Permitted Letter of Credit does not for any reason apply its portion of the proceeds of the Collateral as well as provided herein within 30 days after the expiration date of such Permitted Letter of Credit, such Bank shall return all such unapplied proceeds to the Agent for distribution to the Banks for the ratable application to any Collateral consisting unpaid obligations held by the Banks in respect of cash the Notes and any other Permitted Letters of Credit; THIRD: to the Creditors in an amount equal to the sum of unpaid commitment and agent's fees payable under this Agreement plus the fees, if any, due in respect of any Permitted Letters of Credit plus the fees, if any, due in respect of any Swap Agreements (collectively the "Fees"), whether matured or unmatured, and, in the event such moneys shall be applied insufficient to pay in full or in part by the Administrative Agent againstsuch amount, the Secured Obligations in the following order of priority: FIRST, then to the payment thereof ratably to each Creditor in the same proportion which the aggregate amount of Fees due to such Creditor bears to the aggregate unpaid Fees due to all reasonable costs and expenses incurred by the Administrative Agent (Creditors on the relevant Distribution Date; FOURTH: to the Banks in its capacity as such hereunder or an amount equal to the aggregate Excess Interest plus all other amounts due under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs Agreement and the reasonable fees Security Documents and expenses of its agents and legal counselto the Swap Providers, in an amount equal to all amounts for which the Administrative Agent is entitled to indemnification other amounts, due under the Credit Swap Agreements, this Agreement and the Security Documents (in its capacity as collectively the Administrative Agent and not as a Lender"Other Amounts"), and in the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred event such moneys shall be insufficient to pay in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECONDfull such amount, to the extent of any excess of such proceeds, then to the payment thereof ratably to each Creditor in full the same proportion which the aggregate amount of Other Amounts due such Creditor to the Secured Obligations (aggregate unpaid Other Amounts due to all the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them Creditors on the date of relevant Distribution Date; and FIFTH: any such distribution) with the amount allocable surplus then remaining shall be paid to the Credit Obligations Company, or to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and Virtus Investment Partners, Inc. Security Agreement THIRD, to the extent of any excess of such proceeds to the applicable Grantor, its successors and assigns, or assignsto whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds of Collateral. (a) Except as expressly provided elsewhere in this Security Agreement and in Section 6.11 All proceeds of the Credit Agreement, all proceeds Collateral received by the Administrative Collateral Agent (including, without limitation, any interest earned thereon) resulting from the sale, collection or other disposition of Collateral in respect connection with any demand for payment or acceleration thereof, the exercise of any salerights or remedies with respect to any Collateral securing the Obligations or the commencement or prosecution of enforcement of any of the rights and remedies under, any collection fromas applicable, the Purchase Agreement, the Related Agreements, or other realization upon all applicable law, including without limitation the exercise of any rights of set-off or recoupment, and the exercise of any part rights or remedies of a secured creditor under the Collateral as well as UCC of any Collateral consisting of cash applicable jurisdiction or under the Bankruptcy Code shall be applied in full or in part by to the Administrative Agent against, the Secured Obligations in the following order of priorityas follows: FIRSTFirst, to the payment of all reasonable costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security Agreement, any other Loan Document or any that portion of the Secured ObligationsObligations constituting fees, indemnities, expenses and other amounts (including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, all amounts for which ) payable to the Administrative Collateral Agent is entitled to indemnification under the Credit Agreement (in its capacity as such; Second, to payment of that portion of the Administrative Agent Obligations constituting fees payable to the Purchasers, ratably among them in proportion to the amounts described in Schedule 1 attached hereto; Third, to payment of that portion of the Obligations constituting indemnities and not as a Lenderother amounts (other than fees, principal and interest) payable to the Purchasers (including the reasonable fees and expenses of counsel), ratably among them in proportion to the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred amounts described in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentSchedule 1 attached hereto; SECONDFourth, to payment of that portion of the extent Obligations constituting accrued and unpaid interest on the Notes, ratably among the Purchasers in proportion to the respective amounts described in Schedule 1 attached hereto; and Fifth, to payment of any excess that portion of the Obligations constituting unpaid principal of the Notes, ratably among the Purchasers in proportion to the respective amounts described in Schedule 1 attached hereto in proportion to the aggregate amounts of such proceeds, Notes owing to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; Purchasers then due and Virtus Investment Partners, Inc. Security Agreement THIRD, to the extent of any excess of such proceeds to the applicable Grantor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereofpayable.

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

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

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