Common use of Application of Collateral and Proceeds Clause in Contracts

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Forward Contract on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after an Adjustment Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus (2) the aggregate Market Value on the Delivery Date of a number of Reported Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof required to be delivered on the Delivery Date under Section 6.2 of the Forward Contract minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and (3) finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) : first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Forward Contract Purchase Agreement on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after an Adjustment a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus and (2) the aggregate Market Value on the Delivery Date of a number of Reported Marketable Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof required permitted to be delivered on the Delivery Date under Section 6.2 6(b) of the Forward Contract Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and (3) and finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In Upon the case occurrence of an Event of DefaultAcceleration Event, the Collateral Agent may may, subject to the proviso of Section 8(a)(ii), proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8discretion. The proceeds of any sale of, or other realization upon, or other receipt from, any of the Collateral remaining after delivery to the Trust Indenture Trustee pursuant to Section 8(a8(a)(i) shall be applied by the Collateral Agent Agent, to the extent permitted by applicable law, in the following order of priorities: (1i) first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Forward Contract on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after an Adjustment Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus (2) the aggregate Market Value on the Delivery Date of a number of Reported Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof required to be delivered on the Delivery Date under Section 6.2 of the Forward Contract minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; (ii) second, to the payment to the Indenture Trustee of any expenses incurred in connection with the Acceleration Event and such sale or other realization, including reasonable compensation to the Indenture Trustee and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Indenture Trustee in connection therewith; and (3iii) third, to the payment to the Indenture Trustee, for pro rata distribution to the Holders of Notes pursuant to the Notes, of an amount equal to: (A) the Applicable Market Value per DSW Class A Common Share (as calculated pursuant to Section 5.02(b) of the Indenture) multiplied by the aggregate number of DSW Class A Common Shares equal to (1) the aggregate number of DSW Class A Common Shares required to be delivered under the Notes minus (2) the aggregate number of DSW Class A Common Shares delivered by the Collateral Agent to the Indenture Trustee on the Delivery Date as described above; or (B) from and after an Adjustment Event or Reorganization Event, the Applicable Market Value of the Exchange Property (as calculated pursuant to Section 5.02(b) of the Indenture) multiplied by the aggregate number of units of Exchange Property equal to: (1) the aggregate number thereof required to be delivered under the Notes minus (2) the aggregate number of units delivered by the Collateral Agent to the Indenture Trustee on the Delivery Date as described above; (iv) fourth, to the payment to the Indenture Trustee, for pro rata distribution to the Holders of Notes pursuant to the Notes, of an amount equal to the aggregate amount of Acceleration Additional Cash Amounts; (v) finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract outstanding Notes, the Indenture and this Agreement, including, without limitation, the obligation with respect to the fees, costs and expenses of the Collateral Agent and the Indenture Trustee, have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8Article VII. The proceeds of any sale of, or other realization upon, or other receipt from, any of the such Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) : first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Forward Contract on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after an Adjustment Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus (2) the aggregate Market Value on the Delivery Date of a number of Reported Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof required to be delivered on the Delivery Date under Section 6.2 of the Forward Contract minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; second, to the payment to Purchaser of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock and , if a Spin-Off Distribution has occurred, Marketable Securities distributed in such Spin-Off Distribution equal to (31) the number of shares of Common Stock or Marketable Securities, as the case may be, required to be delivered under the Contract on the Delivery Date minus (2) the number of shares of Common Stock or Marketable Securities, as the case may be, delivered by the Collateral Agent to Purchaser on the Delivery Date as described above; or (B) from and after a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date and (2) the aggregate Market Value on the Delivery Date of a number of Marketable Securities distributed in such Reorganization Event equal to (x) the number of such Marketable Securities permitted to be delivered on the Delivery Date under Section 6.2 of the Contract minus (y) the number of such Marketable Securities delivered by the Collateral Agent to Purchaser on the Delivery Date as described above; together with, in either of cases (A) and (B), any amounts due to Purchaser from Pledgor pursuant to Section 2.4(i)(ii) of the Trust Agreement; and finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereofof such obligations, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) : first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Forward Contract Purchase Agreement on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after an Adjustment a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus and (2) the aggregate Market Value on the Delivery Date of a number of Reported Marketable Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof required permitted to be delivered on the Delivery Date under Section 6.2 of the Forward Contract Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and (3) and finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the Collateral remaining after delivery to the Trust Purchase Contract Agent pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) first, to the payment to the Trust Purchase Contract Agent for pro rata distribution to the Holders of Purchase Contracts of an amount equal to: (A) the aggregate Market Value of a number of shares of HRH Common Stock equal to (1) the number of shares of HRH Common Stock required to be delivered under the Forward Contract Purchase Contracts on the Delivery Date minus (2) the number of shares of HRH Common Stock delivered by the Collateral Agent to the Trust Purchase Contract Agent on the Delivery Date as described above; or (B) from and after an Adjustment Event or Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus (2) the aggregate Market Value on the Delivery Date of a number of Reported Securities (and, if applicable, shares of HRH Common StockStock or other Exchange Property) equal to (x) the number thereof required to be delivered on the Delivery Date under Section 6.2 of the Forward Contract Purchase Contracts minus (y) the number thereof delivered by the Collateral Agent to the Trust Purchase Contract Agent on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Purchase Contract Agent for pro rata distribution to the Holders of Purchase Contracts of an amount equal to the aggregate amount of (A) all accrued and unpaid Contract Adjustment Payments and (B) any Contract Adjustment Payments payable pursuant to Section 4.05(f) or 5.02(b) of the Purchase Contract Agreement; (3) third, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; ; (4) fourth, to the payment to the Purchase Contract Agent of any expenses incurred in connection with the Event of Default and such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, and (35) finally, if all of the obligations of the Pledgor hereunder and under the Forward outstanding Purchase Contracts, the Purchase Contract Agreement and this Collateral Agreement, including, without limitation, the obligation with respect to the fees, costs and expenses of the Collateral Agent and the Purchase Contract Agent, have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Forward Contract on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after an Adjustment Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus (2) the aggregate Market Value on the Delivery Date of a number of Reported Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof required to be delivered on the Delivery Date under Section 6.2 of the Forward Contract minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] Pledgor shall have exercised [its] [the] its Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] Pledgor shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] Pledgor shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and (3) finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one anyone or more of the types of Collateral, at any one anyone time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8Article VII. The proceeds of any sale of, or other realization upon, or other receipt from, any of the such Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) : first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Forward Contract on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after an Adjustment Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus (2) the aggregate Market Value on the Delivery Date of a number of Reported Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof required to be delivered on the Delivery Date under Section 6.2 of the Forward Contract minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; second, to the payment to Purchaser of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock and , if a Spin-Off Distribution has occurred, Marketable Securities distributed in such Spin-Off Distribution equal to (31) the number of shares of Common Stock or Marketable Securities, as the case may be, required to be delivered under the Contract on the Delivery Date minus (2) the number of shares of Common Stock or Marketable Securities, as the case may be, delivered by the Collateral Agent to Purchaser on the Delivery Date as described above; or (B) from and after a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date and (2) the aggregate Market Value on the Delivery Date of a number of Marketable Securities distributed in such Reorganization Event equal to (x) the number of such Marketable Securities permitted to be delivered on the Delivery Date under Section 6.2 of the Contract minus (y) the number of such Marketable Securities delivered by the Collateral Agent to Purchaser on the Delivery Date as described above; together with, in either of cases (A) and (B), any amounts due to Purchaser from Pledgor pursuant to Section 2.4(i)(ii) of the Trust Agreement; and finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereofof such obligations, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) : first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Forward Contract Purchase Agreement on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after an Adjustment Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus and (2) the aggregate Market Value on the Delivery Date of a number of Reported Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof required to be delivered on the Delivery Date under Section 6.2 of the Forward Contract Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or or (C) if [the Pledgor] [Holdings] Pledgor shall have exercised [its] [the] its Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract Purchase Agreement minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and (3) and finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8Article VII. The proceeds of any sale of, or other realization upon, or other receipt from, any of the such Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) : first, to the payment to the Trust Purchaser of an amount equal to: (A) the aggregate Market Value of a number of shares of Class A Common Stock and, if a Spin-Off Distribution has occurred, Marketable Securities distributed in such Spin-Off Distribution equal to (1) the number of shares of Class A Common Stock or shares of Marketable Securities, as the case may be, required to be delivered under the Forward Contract on the Delivery Date minus (2) the number of shares of Class A Common Stock or shares of Marketable Securities, as the case may be, delivered by the Collateral Agent to the Trust Purchaser on the Delivery Date as described above; or (B) from and after an Adjustment a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus and (2) the aggregate Market Value on the Delivery Date of a number of Reported Securities (and, if applicable, shares of Common Stock) Marketable Securities distributed in such Reorganization Event equal to (x) the number thereof required of such shares of Marketable Securities permitted to be delivered on the Delivery Date under Section 6.2 of the Forward Contract minus (y) the number thereof of such shares of Marketable Securities delivered by the Collateral Agent to the Trust Purchaser on the Delivery Date as described above; and/or together with, in either of cases (CA) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Optionand (B), the amount of cash required any amounts due to be delivered under Purchaser from Pledgor pursuant to Section 1.3(d2.4(k)(ii) of the [Holdings] Forward Contract minus the amount of cash so deliveredTrust Agreement; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and (3) and finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereofof such obligations, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) : first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Forward Contract Purchase Agreement on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after an Adjustment a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus and (2) the aggregate Market Value on the Delivery Date of a number of Reported Marketable Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof required to be delivered on the Delivery Date under Section 6.2 6(b) of the Forward Contract Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and (3) and finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) : first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Class A Common Stock equal to (1) the number of shares of Class A Common Stock required to be delivered under the Forward Contract Purchase Agreement on the Delivery Date minus (2) the number of shares of Class A Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after an Adjustment a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus and (2) the aggregate Market Value on the Delivery Date of a number of Reported Marketable Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof required permitted to be delivered on the Delivery Date under Section 6.2 of the Forward Contract Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and (3) and finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1i) first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock Subordinate Voting Shares equal to (1) the number of shares of Common Stock Subordinate Voting Shares required to be delivered under the Forward Contract Purchase Agreement on the Delivery Date minus (2) the number of shares of Common Stock Subordinate Voting Shares delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after an Adjustment Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus and (2) the aggregate Market Value on the Delivery Date of a number of Reported Securities (and, if applicable, shares of Common StockSubordinate Voting Shares) equal to (x) the number thereof required to be delivered on the Delivery Date under Section 6.2 of the Forward Contract Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or or (C) if [the Pledgor] [Holdings] Pledgor shall have exercised [its] [the] its Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract Purchase Agreement minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2ii) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and (3iii) finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8Article VII. The proceeds of any sale of, or other realization upon, or other receipt from, any of the such Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) : first, to the payment to the Trust Purchaser of an amount equal to: (A) the aggregate Market Value of a number of shares of Class A Common Stock and, if a Spin-Off Distribution has occurred, Marketable Securities distributed in such Spin-Off Distribution equal to (1) the number of shares of Class A Common Stock or shares of Marketable Securities, as the case may be, required to be delivered under the Forward Contract Contract[S] on the Delivery Date minus (2) the number of shares of Class A Common Stock or shares of Marketable Securities, as the case may be, delivered by the Collateral Agent to the Trust Purchaser on the Delivery Date as described above; or (B) from and after an Adjustment a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus and (2) the aggregate Market Value on the Delivery Date of a number of Reported Marketable Securities (and, if applicable, shares of Common Stock) distributed in such Reorganization Event equal to (x) the number thereof required of such Marketable Securities permitted to be delivered on the Delivery Date under Section 6.2 of the Forward Contract Contract[S] minus (y) the number thereof of such Marketable Securities delivered by the Collateral Agent to the Trust Purchaser on the Delivery Date as described above; and/or together with, in either of cases (CA) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Optionand (B), the amount of cash required any amounts due to be delivered under Purchaser from Pledgor pursuant to Section 1.3(d2.4(k)(ii) of the [Holdings] Forward Contract minus the amount of cash so deliveredTrust Agreement; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and (3) and finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract Contract[S] have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereofof such obligations, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Trust, directly or through the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Trust acting through the Collateral Agent or otherwise in the following order of priorities: (1) : first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Forward Contract Purchase Agreement on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after an Adjustment Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus and (2) the aggregate Market Value on the Delivery Date of a number of Reported Marketable Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof required permitted to be delivered on the Delivery Date under Section 6.2 6(b) of the Forward Contract Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and legal counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and (3) and finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the PledgorPledgor without undue delay.

Application of Collateral and Proceeds. In Upon or after the LTV Ratio Triggered Early Maturity or in case of an Event of DefaultDefault shall have occurred and be continuing, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one timeor more times, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the Collateral remaining after delivery to the Trust Trustee pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1i) first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Forward Contract on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to and the Trust on the Delivery Date as described above; or (B) from and after an Adjustment Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus (2) the aggregate Market Value on the Delivery Date of a number of Reported Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof required to be delivered on the Delivery Date under Section 6.2 of the Forward Contract minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent Intermediary of the expenses of such sale or other realization, including reasonable compensation to each of the Collateral Agent and the Securities Intermediary and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent and the Securities Intermediary in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged ItemItem (other than Break Funding Costs) and fees relating to the issuance of VIP ADSs representing VIP Shares, if any; (ii) second, to the payment to the Trustee of any expenses incurred in connection with the LTV Ratio Triggered Early Maturity or Event of Default and such sale or other realization, including reasonable compensation to the Trustee and its agents and counsel, and all documented expenses, liabilities and advances incurred or made by the Trustee in connection therewith; (iii) third, to the payment to the Trustee for pro rata distribution to the Holders of Securities of an amount equal to the principal and interest due and payable under the Securities; (iv) fourth, to the payment of any other obligations of the Pledgor under the outstanding Securities, the Indenture and this Collateral Agreement; and (3v) finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract outstanding Securities, the Indenture and this Collateral Agreement, including, without limitation, the obligation with respect to the fees, costs and expenses of the Collateral Agent and the Trustee, have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor. After the LTV Triggered Early Maturity Event has occurred or an Event of Default has occurred and is continuing, the Collateral Agent shall give a written notice to the Securityholders promptly upon the earlier of (i) obtaining sufficient net proceeds from the realization on the Collateral to pay in full all amounts due to the Securityholders under the Securities, the Indenture and this Collateral Agreement or (ii) 11:00 a.m. (UK time) on the fourteenth day (or, if such day is not a Business Day, then on the next following Business Day) following the date of occurrence of the LTV Triggered Early Maturity Event or such Event of Default setting forth the net proceeds per $1,000 principal amount of the Securities outstanding obtained by it by the date of such notice from the realization on the Collateral.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Forward Contract Purchase Agreement on the Delivery Date minus MINUS (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after an Adjustment Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus (2) the aggregate Market Value on the Delivery Date of a number of Reported Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof required to be delivered on the Delivery Date under Section 6.2 of the Forward Contract minus Purchase Agreement MINUS (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] Cash Delivery Option shall have exercised [its] [the] Cash Delivery Optionbeen exercised, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract minus Purchase Agreement MINUS the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date shall have been extended pursuant to Section 1.3(f) of the [Holdings] Forward ContractPurchase Agreement, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date shall have been accelerated pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and (3) finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Forward Contract Purchase Agreement on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after an Adjustment Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus and (2) the aggregate Market Value on the Delivery Date of a number of Reported Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof required to be delivered on the Delivery Date under Section 6.2 of the Forward Contract Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or or (C) if [the Pledgor] [Holdings] Pledgor shall have exercised [its] [the] its Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract Purchase Agreement minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and (3) finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In Upon or after the LTV Ratio Triggered Early Maturity or in case of an Event of DefaultDefault shall have occurred and be continuing, the Collateral Agent may proceed to realize upon the security interest under this agreement or the Cash Collateral Assignment in the Collateral against any one or more of the types of Collateral, at any one timeor more times, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the Pledged Collateral remaining after delivery to the Trust Trustee pursuant to this Section 8(a) 8 and any funds delivered to the Collateral Agent by the Cash Collateral Agent pursuant to Clause 10 of the Cash Collateral Assignment shall be applied by the Collateral Agent in the following order of priorities: (1i) first, to the payment to the Trust of an amount equal to: (A) Collateral Agent, the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Forward Contract on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Cash Collateral Agent to and the Trust on the Delivery Date as described above; or (B) from and after an Adjustment Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus (2) the aggregate Market Value on the Delivery Date of a number of Reported Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof required to be delivered on the Delivery Date under Section 6.2 of the Forward Contract minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent Intermediary of the expenses of such sale or other realization, including reasonable compensation to each of the Collateral Agent, the Cash Collateral Agent and the Securities Intermediary and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent, the Cash Collateral Agent and the Securities Intermediary in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged ItemItem (other than Break Funding Costs) and fees relating to the issuance of VIP ADSs representing VIP Shares, if any; (ii) second, to the payment to the Trustee of any expenses incurred in connection with the LTV Ratio Triggered Early Maturity or Event of Default and such sale or other realization, including reasonable compensation to the Trustee and its agents and counsel, and all documented expenses, liabilities and advances incurred or made by the Trustee in connection therewith; (iii) third, to the payment to the Trustee for pro rata distribution to the Holders of Securities of all tranches of an amount equal to the principal and interest due and payable under the Securities of all tranches; (iv) fourth, to the payment of any other obligations of the Pledgor under the outstanding Securities, the Indenture, this Collateral Agreement and the Cash Collateral Assignment; and (3v) finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract outstanding Securities, the Indenture and this Collateral Agreement, including, without limitation, the obligation with respect to the fees, costs and expenses of the Collateral Agent, the Cash Collateral Agent and the Trustee, have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor. After the LTV Triggered Early Maturity Event has occurred or an Event of Default has occurred and is continuing, the Collateral Agent shall give a written notice to the Securityholders promptly upon the earlier of (i) obtaining sufficient net proceeds from the realization on the Collateral to pay in full all amounts due to the Securityholders under the Securities, the Indenture, this Collateral Agreement and the Cash Collateral Assignment or (ii) 11:00 am (UK time) on the fourteenth day (or, if such day is not a Business Day, then on the next following Business Day) following the date of occurrence of the LTV Triggered Early Maturity Event or such Event of Default setting forth the net proceeds per $1,000 principal amount of the Securities outstanding obtained by it by the date of such notice from the realization on the Collateral.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) : first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Class A Common Stock and, if a Spin-Off Distribution has occurred, Marketable Securities distributed in such Spin-Off Distribution equal to (1) the number of shares of Class A Common Stock and Marketable Securities, as the case may be, required to be delivered under the Forward Contract Purchase Agreement on the Delivery Date minus (2) the number of shares of Class A Common Stock and Marketable Securities, as the case may be, delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after an Adjustment a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus and (2) the aggregate Market Value on the Delivery Date of a number of Reported Marketable Securities (and, if applicable, shares of Common Stock) distributed in such Reorganization Event equal to (x) the number thereof required permitted to be delivered on the Delivery Date under Section 6.2 of the Forward Contract Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and (3) and finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8Article VII. The proceeds of any sale of, or other realization upon, or other receipt from, any of the such Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) : first, to the payment to the Trust Purchaser of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock and (B) if an Adjustment Event or Reorganization Event has occurred, Reference Property distributed in such Adjustment Event or Reorganization Event equal to (1) the number of shares of Common Stock or Reference Property, as the case may be, required to be delivered under the Forward Contract on the Delivery Date minus (2) the number of shares of Common Stock or Reference Property, as the case may be, delivered by the Collateral Agent to the Trust Purchaser on the Delivery Date as described above; or together with, in cases (A) and (B) ), any amounts due to Purchaser from and after an Adjustment Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus (2) the aggregate Market Value on the Delivery Date of a number of Reported Securities (and, if applicable, shares of Common Stock) equal Pledgor pursuant to (x) the number thereof required to be delivered on the Delivery Date under Section 6.2 of the Forward Contract minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d2.5(o)(ii) of the [Holdings] Forward Contract minus the amount of cash so deliveredTrust Agreement; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and (3) finallyand third, if all of the obligations of the Pledgor hereunder and under the Forward Contract have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereofof such obligations, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8Article VII. The proceeds of any sale of, or other realization upon, or other receipt from, any of the such Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) : first, to the payment to the Trust Purchaser of an amount equal to: (A) the aggregate Market Value of a number of shares of Class A Common Stock and, if a Spin-Off Distribution has occurred, Marketable Securities distributed in such Spin-Off Distribution equal to (1) the number of Class A Common Stock or shares of Common Stock Marketable Securities, as the case may be, required to be delivered under the Forward Contract on the Delivery Date minus (2) the number of Class A Common Stock or shares of Common Stock Marketable Securities, as the case may be, delivered by the Collateral Agent to the Trust Purchaser on the Delivery Date as described above; or (B) from and after an Adjustment a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus and (2) the aggregate Market Value on the Delivery Date of a number of Reported Marketable Securities (and, if applicable, shares of Common Stock) distributed in such Reorganization Event equal to (x) the number thereof required of such Marketable Securities permitted to be delivered on the Delivery Date under Section 6.2 of the Forward Contract minus (y) the number thereof of such Marketable Securities delivered by the Collateral Agent to the Trust Purchaser on the Delivery Date as described above; and/or together with, in either of cases (CA) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Optionand (B), the amount of cash required any amounts due to be delivered under Purchaser from Pledgor pursuant to Section 1.3(d2.4(k)(ii) of the [Holdings] Forward Contract minus the amount of cash so deliveredTrust Agreement; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and (3) and finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereofof such obligations, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event -------------------------------------- of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Forward Contract Purchase Agreement on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after an Adjustment Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus and (2) the aggregate Market Value on the Delivery Date of a number of Reported Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof required to be delivered on the Delivery Date under Section 6.2 of the Forward Contract Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or or (C) if [the Pledgor] [Holdings] Pledgor shall have exercised [its] [the] its Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract Purchase Agreement minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] Pledgor shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward ContractPurchase Agreement, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] Pledgor shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and (3) finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the remaining Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) : first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock ADSs equal to (1) the number of shares of Common Stock ADSs required to be delivered under the Forward Contract Purchase Agreement on the Delivery Date minus (2) the number of shares of Common Stock ADSs delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after an Adjustment a Reorganization Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus and (2) the aggregate Market Value on the Delivery Date of a number of Reported Securities (and, if applicable, shares of Marketable Common Stock) Stock equal to (x) the number thereof required permitted to be delivered on the Delivery Date under Section 6.2 6(b) of the Forward Contract Purchase Agreement minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and (3) and finally, if all of the obligations of the Pledgor and GRIT hereunder and under the Forward Contract Purchase Agreement have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor or GRIT for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of an Event of Default, the Collateral Agent may proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any one time, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the Collateral remaining after delivery to the Trust pursuant to Section 8(a) shall be applied by the Collateral Agent in the following order of priorities: (1) first, to the payment to the Trust of an amount equal to: (A) the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Forward Contract on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Collateral Agent to the Trust on the Delivery Date as described above; or (B) from and after an Adjustment Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus (2) the aggregate Market Value on the Delivery Date of a number of Reported Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof required to be delivered on the Delivery Date under Section 6.2 of the Forward Contract minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] Holdings shall have exercised [its] [the] the Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Holdings Forward Contract minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] Holdings shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Holdings Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] Holdings shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent of the expenses of such sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged Item; and (3) finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor.

Application of Collateral and Proceeds. In the case of If an Event of DefaultDefault shall have occurred and be continuing, the Collateral Agent may proceed to realize upon the security interest under this agreement or the Cash Collateral Assignment in the Collateral against any one or more of the types of Collateral, at any one timeor more times, as the Collateral Agent shall determine in its sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the Pledged Collateral remaining after delivery to the Trust Trustee pursuant to Section 8(a) 8 and any funds delivered to the Collateral Agent by the Cash Collateral Agent pursuant to Clause 10 of the Cash Collateral Assignment shall be applied by the Collateral Agent in the following order of priorities: (1i) first, to the payment to the Trust of an amount equal to: (A) Collateral Agent, the aggregate Market Value of a number of shares of Common Stock equal to (1) the number of shares of Common Stock required to be delivered under the Forward Contract on the Delivery Date minus (2) the number of shares of Common Stock delivered by the Cash Collateral Agent to and the Trust on the Delivery Date as described above; or (B) from and after an Adjustment Event, the sum of (1) the Cash Delivery Obligations on the Delivery Date plus (2) the aggregate Market Value on the Delivery Date of a number of Reported Securities (and, if applicable, shares of Common Stock) equal to (x) the number thereof required to be delivered on the Delivery Date under Section 6.2 of the Forward Contract minus (y) the number thereof delivered by the Collateral Agent to the Trust on the Delivery Date as described above; and/or (C) if [the Pledgor] [Holdings] shall have exercised [its] [the] Cash Delivery Option, the amount of cash required to be delivered under Section 1.3(d) of the [Holdings] Forward Contract minus the amount of cash so delivered; and (D) if [the Pledgor] [Holdings] shall have extended the Exchange Date pursuant to Section 1.3(f) of the [Holdings] Forward Contract, the amount of cash required to be delivered under said Section 1.3(f) (or, if [the Pledgor] [Holdings] shall have accelerated the Exchange Date pursuant to Section 1.3(g) thereof, the amount of cash deliverable pursuant to said Section 1.3(g)); (2) second, to the payment to the Collateral Agent Intermediary of the expenses of such sale or other realization, including reasonable compensation to each of the Collateral Agent, the Cash Collateral Agent and the Securities Intermediary and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Collateral Agent, the Cash Collateral Agent and the Securities Intermediary in connection therewith, including brokerage fees in connection with the sale by the Collateral Agent of any Pledged ItemItem (other than Break Funding Costs); (ii) second, to the payment to the Trustee of any costs and expenses incurred in connection with the Event of Default and such sale or other realization, including reasonable compensation to the Trustee and its agents and counsel, and all documented expenses, liabilities and advances incurred or made by the Trustee in connection therewith; (iii) third, to the payment to the Trustee for distribution in accordance with the terms of the Indenture, including for pro rata distribution to the Holders of Securities of all tranches of an amount equal to the principal and interest due and payable under the Securities of all tranches; (iv) fourth, to the payment of any other obligations of the Pledgor under the outstanding Securities, the Indenture, this Collateral Agreement and the Cash Collateral Assignment; and (3v) finally, if all of the obligations of the Pledgor hereunder and under the Forward Contract outstanding Securities, the Indenture and this Collateral Agreement, including, without limitation, the obligation with respect to the fees, costs and expenses of the Collateral Agent, the Cash Collateral Agent and the Trustee, have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgor for the discharge thereof, any remaining proceeds shall be released to the Pledgor. After an Event of Default has occurred and is continuing, the Collateral Agent shall give a written notice to the Securityholders promptly upon obtaining sufficient net proceeds from the realization on the Collateral to pay in full all amounts due to the Securityholders under the Securities, the Indenture, this Collateral Agreement and the Cash Collateral Assignment.