Common use of Application of Proceeds of Sale and Other Moneys Clause in Contracts

Application of Proceeds of Sale and Other Moneys. The proceeds of any sale of the Collateral or any part thereof or any interest therein under or by virtue of this Mortgage, whether pursuant to power of sale, foreclosure or otherwise, and all other moneys at any time held by the Mortgagee as part of the Collateral, shall be applied in such order of priority as the Mortgagee shall determine in its sole and absolute discretion including, without limitation, as follows: (a) first, to the payment of the reasonable costs and expenses of such sale (including, without limitation, the cost of evidence of title and the costs and expenses, if any, of taking possession of, retaining custody over, repairing, managing, operating, maintaining and preserving the Collateral or any part thereof prior to such sale), all reasonable costs and expenses incurred by the Mortgagee or any other Person in obtaining or collecting any insurance proceeds, condemnation awards or other amounts received by the Mortgagee, all reasonable costs and expenses of any receiver of the Collateral or any part thereof, and any Impositions or other charges or expenses prior to the security interest or lien of this Mortgage, which the Mortgagee may consider it necessary or desirable to pay; (b) second, to the payment of any Secured Obligation (other than those set forth in SECTION 3.11(C) below); (c) third, to the payment of all amounts of principal of and interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable under the Credit Agreement at the time outstanding (whether due by reason of maturity or by reason of any prepayment requirement or by declaration or acceleration or otherwise), including interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted under applicable law) on any overdue interest; and, in case such moneys shall be insufficient to pay in full such principal and interest, then, FIRST, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable and, SECOND, to the payment of all amounts of principal at the time due and payable under the Credit Agreement; and (d) fourth, the balance, if any, held by the Mortgagee after payment in full of all amounts referred to in subdivisions SECTIONS 3.11(A), (B) and (C) above, shall, unless a court of competent jurisdiction may otherwise direct by final order not subject to appeal, be paid to or upon the direction of the Mortgagor.

Application of Proceeds of Sale and Other Moneys. The Subject to any applicable requirements of the Financing Order, the Credit Agreement or the Revolver Intercreditor Agreement, the proceeds of any sale of the Collateral or any part thereof or any interest therein under or by virtue of this MortgageDeed, whether pursuant to power of sale, foreclosure or otherwise, and all other moneys at any time held by the Mortgagee Grantee as part of the Collateral, shall be applied in such order of priority as the Mortgagee Grantee shall determine in its sole and absolute discretion including, without limitation, as follows: (a) first, to the payment of the reasonable costs and expenses of such sale (including, without limitation, the cost of evidence of title and the costs and expenses, if any, of taking possession of, retaining custody over, repairing, managing, operating, maintaining and preserving the Collateral or any part thereof prior to such sale), all reasonable costs and expenses incurred by the Mortgagee Grantee or any other Person in obtaining or collecting any insurance proceeds, condemnation awards or other amounts received by the MortgageeGrantee, all reasonable costs and expenses of any receiver of the Collateral or any part thereof, and any Impositions or other charges or expenses prior to the security interest or lien security title of this MortgageDeed, which the Mortgagee Grantee may consider it necessary or desirable to pay; (b) second, to the payment of any Secured Obligation (other than those set forth in SECTION 3.11(CSection 3.11(c) below); (c) third, to the payment of all amounts of principal of and interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable under the Credit Agreement pertaining to the Current Assets Loans at the time outstanding (whether due by reason of maturity or by reason of any prepayment requirement or by declaration or acceleration or otherwise), including interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted under applicable law) on any overdue interest; and, in case such moneys shall be insufficient to pay in full such principal and interest, then, FIRSTfirst, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable and, SECONDsecond, to the payment of all amounts of principal at the time due and payable under the Credit AgreementCurrent Assets Loans; and (d) fourth, the balance, if any, held by the Mortgagee Grantee after payment in full of all amounts referred to in subdivisions SECTIONS 3.11(ASections 3.11(a), (Bb) and (Cc) above, shall, unless a court of competent jurisdiction may otherwise direct by final order not subject to appeal, be paid to or upon the direction of the MortgagorGrantor.

Application of Proceeds of Sale and Other Moneys. The proceeds of any sale of the Collateral Trust Premises or any part thereof or any interest therein under or by virtue of this MortgageDeed of Trust, whether pursuant to power of sale, foreclosure or otherwise, and all other moneys at any time held by the Mortgagee Trustee or the Beneficiary as part of the CollateralTrust Premises, shall be applied in such order of priority as the Mortgagee Beneficiary shall determine in its sole and absolute discretion including, without limitation, as follows: (a) first, to the payment of the reasonable costs and expenses of such sale (including, without limitation, the cost of evidence of title and the costs and expenses, if any, of taking possession of, retaining custody over, repairing, managing, operating, maintaining and preserving the Collateral Trust Premises or any part thereof prior to such sale), all reasonable costs and expenses incurred by the Mortgagee Trustee, the Beneficiary, or any other Person in obtaining or collecting any insurance proceeds, condemnation awards or other amounts received by the MortgageeBeneficiary, all reasonable costs and expenses of any receiver of the Collateral Trust Premises or any part thereof, and any Impositions or other charges or expenses prior to the security interest or lien of this MortgageDeed of Trust, which the Mortgagee Trustee or the Beneficiary may consider it necessary or desirable to pay; (b) second, to the payment of any Secured Obligation (other than those set forth in SECTION 3.11(CSection 3.11(c) below); (c) third, to the payment of all amounts of principal of and interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable under the Credit Agreement at the time outstanding (whether due by reason of maturity or by reason of any prepayment requirement or by declaration or acceleration or otherwise), including interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted under applicable law) on any overdue interest; and, in case such moneys shall be insufficient to pay in full such principal and interest, then, FIRST, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable and, SECOND, to the payment of all amounts of principal at the time due and payable under the Credit Agreement; and (d) fourth, the balance, if any, held by the Mortgagee Trustee or the Beneficiary after payment in full of all amounts referred to in subdivisions SECTIONS 3.11(A3.11 (A), (B) and (C) above, shall, unless a court of competent jurisdiction may otherwise direct by final order not subject to appeal, be paid to or upon the direction of the MortgagorTrustor.

Application of Proceeds of Sale and Other Moneys. The Except as otherwise provided in the Credit Agreement or herein, the proceeds of any sale of the Collateral or any part thereof or any interest therein under or by virtue of this MortgageDeed, whether pursuant to power of sale, foreclosure or otherwise, and all other moneys at any time held by the Mortgagee Grantee as part of the Collateral, shall be applied in such order of priority as the Mortgagee Grantee shall determine in its sole and absolute discretion including, without limitation, as follows: (a) first, to the payment of the reasonable costs and expenses of such sale (including, without limitation, the cost of evidence of title and the costs and expenses, if any, of taking possession of, retaining custody over, repairing, managing, operating, maintaining and preserving the Collateral or any part thereof prior to such sale), all reasonable costs and expenses incurred by the Mortgagee Grantee or any other Person in obtaining or collecting any insurance proceeds, condemnation awards or other amounts received by the MortgageeGrantee, all reasonable costs and expenses of any receiver of the Collateral or any part thereof, and any Impositions or other charges or expenses prior to the security interest or lien of this Mortgage, which the Mortgagee may consider it necessary or desirable to pay;expenses (b) second, to the payment of any Secured Obligation (other than those set forth in SECTION 3.11(CSection 3.11(c) below); (c) third, to the payment of all amounts of principal of and interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable under the Credit Agreement pertaining to the Fixed Assets Loans at the time outstanding (whether due by reason of maturity or by reason of any prepayment requirement or by declaration or acceleration or otherwise), including interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted under applicable law) on any overdue interest; and, in case such moneys shall be insufficient to pay in full such principal and interest, then, FIRSTfirst, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable and, SECONDsecond, to the payment of all amounts of principal at the time due and payable under the Credit AgreementFixed Assets Loans; and (d) fourth, the balance, if any, held by the Mortgagee Grantee after payment in full of all amounts referred to in subdivisions SECTIONS 3.11(ASections 3.11(a), (Bb) and (Cc) above, shall, unless a court of competent jurisdiction may otherwise direct by final order not subject to appeal, be paid to or upon the direction of the MortgagorGrantor.

Application of Proceeds of Sale and Other Moneys. The Except as otherwise provided in the Credit Agreement, the proceeds of any sale of the Collateral or any part thereof or any interest therein under or by virtue of this Mortgage, whether pursuant to power of sale, foreclosure or otherwise, and all other moneys at any time held by the Mortgagee as part of the Collateral, shall be applied in such order of priority as the Mortgagee shall determine in its sole and absolute discretion including, without limitation, as follows: (a) first, to the payment of the reasonable costs and expenses of such sale (including, without limitation, the cost of evidence of title and the costs and expenses, if any, of taking possession of, retaining custody over, repairing, managing, operating, maintaining and preserving the Collateral or any part thereof prior to such sale), all reasonable costs and expenses incurred by the Mortgagee or any other Person in obtaining or collecting any insurance proceeds, condemnation awards or other amounts received by the Mortgagee, all reasonable costs and expenses of any receiver of the Collateral or any part thereof, and any Impositions or other charges or expenses prior to the security interest or lien of this Mortgage, which the Mortgagee may consider it necessary or desirable to pay; (b) second, to the payment of any Secured Obligation (other than those set forth in SECTION 3.11(CSection 3.11(c) below); (c) third, to the payment of all amounts of principal of and interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable under the Credit Agreement pertaining to the Fixed Assets Loans at the time outstanding (whether due by reason of maturity or by reason of any prepayment requirement or by declaration or acceleration or otherwise), including interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted under applicable law) on any overdue interest; and, in case such moneys shall be insufficient to pay in full such principal and interest, then, FIRSTfirst, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable and, SECONDsecond, to the payment of all amounts of principal at the time due and payable under the Credit AgreementFixed Assets Loans; and (d) fourth, the balance, if any, held by the Mortgagee after payment in full of all amounts referred to in subdivisions SECTIONS 3.11(ASections 3.11(a), (Bb) and (Cc) above, shall, unless a court of competent jurisdiction may otherwise direct by final order not subject to appeal, be paid to or upon the direction of the Mortgagor.

Application of Proceeds of Sale and Other Moneys. The ------------------------------------------------ proceeds of any sale of the Collateral or any part thereof or any interest therein under or by virtue of this Mortgage, whether pursuant to power of sale, foreclosure or otherwise, and all other moneys at any time held by the Mortgagee as part of the Collateral, shall be applied in such order of priority as the Mortgagee shall determine in its sole and absolute discretion including, without limitation, as follows: (a) first, to the payment of the reasonable costs and expenses of such sale (including, without limitation, the cost of evidence of title and the costs and expenses, if any, of taking possession of, retaining custody over, repairing, managing, operating, maintaining and preserving the Collateral or any part thereof prior to such sale), all reasonable costs and expenses incurred by the Mortgagee or any other Person in obtaining or collecting any insurance proceeds, condemnation awards or other amounts received by the Mortgagee, all reasonable costs and expenses of any receiver of the Collateral or any part thereof, and any Impositions or other charges or expenses prior to the security interest or lien of this Mortgage, which the Mortgagee may consider it necessary or desirable to pay; (b) second, to the payment of any Secured Obligation (other than those set forth in SECTION 3.11(CSection 3.11(c) below);; --------------- (c) third, to the payment of all amounts of principal of and interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable under the Credit Agreement at the time outstanding (whether due by reason of maturity or by reason of any prepayment requirement or by declaration or acceleration or otherwise), including interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted under applicable law) on any overdue interest; and, in case such moneys shall be insufficient to pay in full such principal and interest, then, FIRSTfirst, to the payment of all amounts of ----- interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable and, SECONDsecond, to the payment ------ of all amounts of principal at the time due and payable under the Credit Agreement; and (d) fourth, the balance, if any, held by the Mortgagee after payment in full of all amounts referred to in subdivisions SECTIONS 3.11(ASections 3.11(a), (Bb) ---------------- --- and (Cc) above, shall, unless a court of competent jurisdiction may --- otherwise direct by final order not subject to appeal, be paid to or upon the direction of the Mortgagor.

Application of Proceeds of Sale and Other Moneys. The Subject to any applicable requirements of the Financing Order, the Credit Agreement and the Revolver Intercreditor Agreement, the proceeds of any sale of the Collateral or any part thereof or any interest therein under or by virtue of this Mortgage, whether pursuant to power of sale, foreclosure or otherwise, and all other moneys at any time held by the Mortgagee as part of the Collateral, shall be applied in such order of priority as the Mortgagee shall determine in its sole and absolute discretion including, without limitation, as follows: (a) first, to the payment of the reasonable costs and expenses of such sale (including, without limitation, the cost of evidence of title and the costs and expenses, if any, of taking possession of, retaining custody over, repairing, managing, operating, maintaining and preserving the Collateral or any part thereof prior to such sale), all reasonable costs and expenses incurred by the Mortgagee or any other Person in obtaining or collecting any insurance proceeds, condemnation awards or other amounts received by the Mortgagee, all reasonable costs and expenses of any receiver of the Collateral or any part thereof, and any Impositions or other charges or expenses prior to the security interest or lien of this Mortgage, which the Mortgagee may consider it necessary or desirable to pay; (b) second, to the payment of any Secured Obligation (other than those set forth in SECTION 3.11(CSection 3.11 (c) below); (c) third, to the payment of all amounts of principal of and interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable under the Credit Agreement pertaining to the Fixed Assets Loans at the time outstanding (whether due by reason of maturity or by reason of any prepayment requirement or by declaration or acceleration or otherwise), including interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted under applicable law) on any overdue interest; and, in case such moneys shall be insufficient to pay in full such principal and interest, then, FIRSTfirst, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable and, SECONDsecond, to the payment of all amounts of principal at the time due and payable under the Credit AgreementFixed Assets Loans; and (d) fourth, the balance, if any, held by the Mortgagee after payment in full of all amounts referred to in subdivisions SECTIONS 3.11(ASections 3.11(a), (Bb) and (Cc) above, shall, unless a court of competent jurisdiction may otherwise direct by final order not subject to appeal, be paid to or upon the direction of the Mortgagor.

Application of Proceeds of Sale and Other Moneys. The proceeds of any sale of the Collateral or any part thereof or any interest therein under or by virtue of this Mortgage, whether pursuant to power of sale, foreclosure or otherwise, and all other moneys at any time held by the Mortgagee as part of the Collateral, shall be applied in such order of priority as the Mortgagee shall determine in its sole and absolute discretion including, without limitation, as follows: (a) first, to the payment of the reasonable costs and expenses of such sale (including, without limitation, the cost of evidence of title and the costs and expenses, if any, of taking possession of, retaining custody over, repairing, managing, operating, maintaining and preserving the Collateral or any part thereof prior to such sale), all reasonable costs and expenses incurred by the Mortgagee or any other Person in obtaining or collecting any insurance proceeds, condemnation awards or other amounts received by the Mortgagee, all reasonable costs and expenses of any receiver of the Collateral or any part thereof, and any Impositions or other charges or expenses prior to the security interest or lien of this Mortgage, which the Mortgagee may consider it necessary or desirable to pay; (b) second, to the payment of any Secured Obligation (other than those set forth in SECTION 3.11(C3.11(c) below); (c) third, to the payment of all amounts of principal of and interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable under the Credit Agreement at the time outstanding (whether due by reason of maturity or by reason of any prepayment requirement or by declaration or acceleration or otherwise), including interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted under applicable law) on any overdue interest; and, in case such moneys shall be insufficient to pay in full such principal and interest, then, FIRST, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable and, SECOND, to the payment of all amounts of principal at the time due and payable under the Credit Agreement; and (d) fourth, the balance, if any, held by the Mortgagee after payment in full of all amounts referred to in subdivisions SECTIONS 3.11(A3.11(a), (Bb) and (Cc) above, shall, unless a court of competent jurisdiction may otherwise direct by final order not subject to appeal, be paid to or upon the direction of the Mortgagor.

Application of Proceeds of Sale and Other Moneys. The Except as otherwise provided in the Indenture or herein, the proceeds of any sale of the Collateral Trust Premises or any part thereof or any interest therein under or by virtue of this MortgageDeed of Trust, whether pursuant to power of sale, foreclosure or otherwise, and all other moneys at any time held by the Mortgagee Beneficiary as part of the CollateralTrust Premises, shall be applied in such order of priority as the Mortgagee Beneficiary shall determine in its sole and absolute discretion including, without limitation, as follows: (a) first, to the payment of the reasonable costs and expenses of such sale (including, without limitation, the cost of evidence of title and the costs and expenses, if any, of taking possession of, retaining custody over, repairing, managing, operating, maintaining and preserving the Collateral Trust Premises or any part thereof prior to such sale), all reasonable costs and expenses incurred by the Mortgagee Beneficiary or any other Person in obtaining or collecting any insurance proceeds, condemnation awards or other amounts received by the MortgageeBeneficiary, all reasonable costs and expenses of any receiver of the Collateral Trust Premises or any part thereof, and any Impositions or other charges or expenses prior to the security interest or lien of this MortgageDeed of Trust, which the Mortgagee Beneficiary may consider it necessary or desirable to pay; (b) second, to the payment of any Secured Obligation (other than those set forth in SECTION 3.11(CSection 3.11(c) below); (c) third, to the payment of all amounts of principal of and interest (including Post-Petition Interest to the extent such interest is a Secured an Obligation) at the time due and payable under the Credit Agreement Indenture at the time outstanding (whether due by reason of maturity or by reason of any prepayment requirement or by declaration or acceleration or otherwise), including interest at the rate provided for in the Credit Agreement Indenture on any overdue principal and (to the extent permitted under applicable law) on any overdue interest; and, in case such moneys shall be insufficient to pay in full such principal and interest, then, FIRSTfirst, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured an Obligation) at the time due and payable and, SECONDsecond, to the payment of all amounts of principal at the time due and payable under the Credit AgreementSenior Secured Notes; and (d) fourth, the balance, if any, held by the Mortgagee Beneficiary after payment in full of all amounts referred to in subdivisions SECTIONS 3.11(ASections 3.11(a), (Bb) and (Cc) above, shall, unless a court of competent jurisdiction may otherwise direct by final order not subject to appeal, be paid to or upon the direction of the MortgagorTrustor.

Application of Proceeds of Sale and Other Moneys. The Except as otherwise provided in the Indenture or in this Deed of Trust, the proceeds of any sale of the Collateral Trust Premises or any part thereof or any interest therein under or by virtue of this MortgageDeed of Trust, whether pursuant to power of sale, foreclosure or otherwise, and all other moneys at any time held by the Mortgagee Beneficiary as part of the CollateralTrust Premises, shall be applied in such order of priority as the Mortgagee Beneficiary shall determine in its sole and absolute discretion including, without limitation, as follows: (a) first, to the payment of the reasonable costs and expenses of such sale (including, without limitation, the cost of evidence of title and the costs and expenses, if any, of taking possession of, retaining custody over, repairing, managing, operating, maintaining and preserving the Collateral Trust Premises or any part thereof prior to such sale), all reasonable costs and expenses incurred by the Mortgagee Beneficiary or any other Person in obtaining or collecting any insurance proceeds, condemnation awards or other amounts received by the MortgageeBeneficiary, all reasonable costs and expenses of any receiver of the Collateral Trust Premises or any part thereof, and any Impositions or other charges or expenses prior to the security interest or lien of this MortgageDeed of Trust, which the Mortgagee Beneficiary may consider it necessary or desirable to pay; (b) second, to the payment of any Secured Obligation Obligations, applied (other than those set forth in SECTION 3.11(Ci) below)first to fees and expense reimbursements then due to the Indenture Trustee; (ii) then to interest due to the Indenture Trustee; (iii) then to pay the remaining outstanding Secured Obligations, and (c) third, to the payment of all amounts of principal of and interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable under the Credit Agreement at the time outstanding (whether due by reason of maturity or by reason of any prepayment requirement or by declaration or acceleration or otherwise), including interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted under applicable law) on any overdue interest; and, in case such moneys shall be insufficient to pay in full such principal and interest, then, FIRST, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable and, SECOND, to the payment of all amounts of principal at the time due and payable under the Credit Agreement; and (d) fourth, the balance, if any, held by the Mortgagee Beneficiary after payment in full of all amounts referred to in subdivisions SECTIONS 3.11(A), (BSections 3.11(a) and (Cb) above, shall, unless a court of competent jurisdiction may otherwise direct by final order not subject to appeal, be paid to or upon the direction of the MortgagorTrustor.

Application of Proceeds of Sale and Other Moneys. The proceeds of any sale of the Collateral Mortgaged Property or any part thereof or any interest therein under or by virtue of this Mortgage, whether pursuant to judicial foreclosure, foreclosure by advertisement, power of sale, foreclosure or otherwise, and all other moneys at any time held shall, to the extent allowed by the Mortgagee as part of the Collaterallaw, shall be applied in such order of priority as the Mortgagee shall determine in its sole and absolute discretion including, without limitation, as follows: (a) first, : First: to the payment of the reasonable all costs and expenses of such sale (including, without limitation, the cost of evidence of title and title, the costs and expenses, if any, of taking possession of, retaining custody over, repairing, managing, operating, maintaining and preserving the Collateral Mortgaged Property or any part thereof prior to such sale), all reasonable costs and expenses incurred by the Mortgagee or any other Person in obtaining or collecting any insurance proceeds, condemnation awards or other amounts received by the Mortgagee, all reasonable costs and expenses of any receiver of the Collateral Mortgaged Property or any part thereof, and any Impositions taxes, assessments, encumbrances, liens or other charges or expenses charges, prior to the lien of, or security interest or lien of created by, this Mortgage, which the Mortgagee may consider it necessary or desirable to pay; (b) second, ; Second: to the payment of any Secured Obligation (indebtedness secured by this Mortgage, other than those set forth in SECTION 3.11(C) below); (c) thirdindebtedness with respect to the Note at the time outstanding, which Mortgagee may consider it necessary or desirable to pay; Third: to the payment of all amounts of principal of principal, and interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable under on the Credit Agreement at the time Note outstanding (whether due by reason of maturity or as an installment of combined principal and interest or by reason of any prepayment requirement or by declaration or acceleration or otherwise), including interest at the rate provided for in the Credit Agreement on any overdue principal and premium, if any, and (to the extent permitted under applicable law) on any overdue interest; and, and in case such moneys shall be insufficient to pay in full such principal the amounts so due and interestunpaid upon the Note at the time outstanding, then, FIRSTfirst, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable andon the Note, SECONDand second, to the payment of all amounts of principal and premium, if any, at the time due and payable under on the Credit AgreementNote; and (d) fourth, and Fourth: the balance, if any, held by the Mortgagee after payment in full of all amounts referred to in subdivisions SECTIONS 3.11(A)First, (B) Second and (C) Third above, shall, unless a court of competent jurisdiction may otherwise direct by final order not subject to appealdirect, be paid to or upon the direction of the MortgagorMortgagor or its permitted assignee.

Application of Proceeds of Sale and Other Moneys. The Except as otherwise provided in the Indenture or herein, the proceeds of any sale of the Collateral or any part thereof or any interest therein under or by virtue of this Mortgage, whether pursuant to power of sale, foreclosure or otherwise, and all other moneys at any time held by the Mortgagee as part of the Collateral, shall be applied in such order of priority as the Mortgagee shall determine in its sole and absolute discretion including, without limitation, as follows: (a) first, to the payment of the reasonable costs and expenses of such sale (including, without limitation, the cost of evidence of title and the costs and expenses, if any, of taking possession of, retaining custody over, repairing, managing, operating, maintaining and preserving the Collateral or any part thereof prior to such sale), all reasonable costs and expenses incurred by the Mortgagee or any other Person in obtaining or collecting any insurance proceeds, condemnation awards or other amounts received by the Mortgagee, all reasonable costs and expenses of any receiver of the Collateral or any part thereof, and any Impositions or other charges or expenses prior to the security interest or lien of this Mortgage, which the Mortgagee may consider it necessary or desirable to pay; (b) second, to the payment of any Secured Obligation (other than those set forth in SECTION 3.11(CSection 3.11(c) below); (c) third, to the payment of all amounts of principal of and interest (including Post-Petition Interest to the extent such interest is a Secured an Obligation) at the time due and payable under the Credit Agreement Indenture at the time outstanding (whether due by reason of maturity or by reason of any prepayment requirement or by declaration or acceleration or otherwise), including interest at the rate provided for in the Credit Agreement Indenture on any overdue principal and (to the extent permitted under applicable law) on any overdue interest; and, in case such moneys shall be insufficient to pay in full such principal and interest, then, FIRSTfirst, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured an Obligation) at the time due and payable and, SECONDsecond, to the payment of all amounts of principal at the time due and payable under the Credit AgreementSenior Secured Notes; and (d) fourth, the balance, if any, held by the Mortgagee after payment in full of all amounts referred to in subdivisions SECTIONS 3.11(ASections 3.11(a), (Bb) and (Cc) above, shall, unless a court of competent jurisdiction may otherwise direct by final order not subject to appeal, be paid to or upon the direction of the Mortgagor.

Application of Proceeds of Sale and Other Moneys. The Except as otherwise provided in the Indenture or herein, the proceeds of any sale of the Collateral or any part thereof or any interest therein under or by virtue of this MortgageDeed, whether pursuant to power of sale, foreclosure or otherwise, and all other moneys at any time held by the Mortgagee Grantee as part of the Collateral, shall be applied in such order of priority as the Mortgagee Grantee shall determine in its sole and absolute discretion including, without limitation, as follows: (a) first, to the payment of the reasonable costs and expenses of such sale (including, without limitation, the cost of evidence of title and the costs and expenses, if any, of taking possession of, retaining custody over, repairing, managing, operating, maintaining and preserving the Collateral or any part thereof prior to such sale), all reasonable costs and expenses incurred by the Mortgagee Grantee or any other Person in obtaining or collecting any insurance proceeds, condemnation awards or other amounts received by the MortgageeGrantee, all reasonable costs and expenses of any receiver of the Collateral or any part thereof, and any Impositions or other charges or expenses prior to the security interest or lien security title of this MortgageDeed, which the Mortgagee Grantee may consider it necessary or desirable to pay; (b) second, to the payment of any Secured Obligation (other than those set forth in SECTION 3.11(CSection 3.11(c) below); (c) third, to the payment of all amounts of principal of and interest (including Post-Petition Interest to the extent such interest is a Secured an Obligation) at the time due and payable under the Credit Agreement Obligations at the time outstanding (whether due by reason of maturity or by reason of any prepayment requirement or by declaration or acceleration or otherwise), including interest at the rate provided for in the Credit Agreement Indenture on any overdue principal and (to the extent permitted under applicable law) on any overdue interest; and, in case such moneys shall be insufficient to pay in full such principal and interest, then, FIRSTfirst, ----- to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured an Obligation) at the time due and payable and, SECONDsecond, to the payment of all amounts of principal at ------ the time due and payable under the Credit AgreementObligations; and (d) fourth, the balance, if any, held by the Mortgagee Grantee after payment in full of all amounts referred to in subdivisions SECTIONS 3.11(ASections 3.11(a), (Bb) and (Cc) above, shall, unless a court of competent jurisdiction may otherwise direct by final order not subject to appeal, be paid to or upon the direction of the MortgagorGrantor.

Application of Proceeds of Sale and Other Moneys. The Except as otherwise provided in the Credit Agreement or in this Deed of Trust, the proceeds of any sale of the Collateral Trust Premises or any part thereof or any interest therein under or by virtue of this MortgageDeed of Trust, whether pursuant to power of sale, foreclosure or otherwise, and all other moneys at any time held by the Mortgagee Trustee or the Beneficiary as part of the CollateralTrust Premises, shall be applied in such order of priority as the Mortgagee Beneficiary shall determine in its sole and absolute discretion including, without limitation, as follows: (a) first, to the payment of the reasonable costs and expenses of such sale (including, without limitation, the cost of evidence of title and the costs and expenses, if any, of taking possession of, retaining custody over, repairing, managing, operating, maintaining and preserving the Collateral Trust Premises or any part thereof prior to such sale), all reasonable costs and expenses incurred by the Mortgagee Trustee, the Beneficiary, or any other Person in obtaining or collecting any insurance proceeds, condemnation awards or other amounts received by the MortgageeBeneficiary, all reasonable costs and expenses of any receiver of the Collateral Trust Premises or any part thereof, and any Impositions or other charges or expenses prior to the security interest or lien of this MortgageDeed of Trust, which the Mortgagee Trustee or the Beneficiary may consider it necessary or desirable to pay; (b) second, to the payment of any Secured Obligation (other than those set forth in SECTION 3.11(CSection 3.11(c) below); (c) third, to the payment of all amounts of principal of and interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable under the Credit Agreement pertaining to the Fixed Assets Loans at the time outstanding (whether due by reason of maturity or by reason of any prepayment requirement or by declaration or acceleration or otherwise), including interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted under applicable law) on any overdue interest; and, in case such moneys shall be insufficient to pay in full such principal and interest, then, FIRSTfirst, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable and, SECONDsecond, to the payment of all amounts of principal at the time due and payable under the Credit AgreementFixed Assets Loans; and (d) fourth, the balance, if any, held by the Mortgagee Trustee or the Beneficiary after payment in full of all amounts referred to in subdivisions SECTIONS 3.11(ASections 3.11 (a), (Bb) and (Cc) above, shall, unless a court of competent jurisdiction may otherwise direct by final order not subject to appeal, be paid to or upon the direction of the MortgagorTrustor.

Application of Proceeds of Sale and Other Moneys. The proceeds of any sale of the Collateral Mortgaged Property or any part thereof or any interest therein under or by virtue of this Mortgage, whether pursuant to power of sale, foreclosure or otherwise, and all other moneys at any time held by the Mortgagee as part of the CollateralMortgaged Property, shall be applied in such order of priority as the Mortgagee shall determine in its sole and absolute discretion including, without limitation, as follows: (a) first, : First: to the payment of the reasonable costs and expenses of such sale (including, without limitation, attorneys’ fees and expenses, the cost of evidence of title and the costs and expenses, if any, of taking possession of, retaining custody over, repairing, managing, operating, maintaining and preserving the Collateral Mortgaged Property or any part thereof hereof prior to such sale), all reasonable costs and expenses incurred by the Mortgagee or any other Person in obtaining or collecting any insurance proceeds, condemnation awards or other amounts received by the Mortgagee, all reasonable costs and expenses of any receiver of the Collateral Mortgaged Property or any part thereof, and any Impositions taxes, assessments or other charges or expenses prior to the security interest or lien of this Mortgage, which the Mortgagee may consider it necessary or desirable to pay; (b) second, ; Second: to the payment of any Secured Obligation (indebtedness secured by this Mortgage, other than those set forth in SECTION 3.11(C) below); (c) thirdindebtedness with respect to the Note at the time outstanding, which Mortgagee may consider necessary or desirable to pay; Third: to the payment of all amounts of principal of of, premium, if any, and interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) and other charges at the time due and payable under on the Credit Agreement Note at the time outstanding (whether due by reason of maturity or as an installment of interest or by reason of any prepayment requirement or by declaration or of acceleration or otherwise), including interest at the rate provided for in the Credit Agreement Default Rate on any overdue principal and premium, if any, and (to the extent permitted under applicable law) on any overdue interest; and, and in case such moneys shall be insufficient to pay in full such principal the amounts so due and interestunpaid upon the Note at the time outstanding, then, FIRSTfirst, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) and other charges at the time due and payable andon the Note, SECOND, and second to the payment of all amounts of principal at the time due and payable under on the Credit AgreementNote; and (d) fourth, and Fourth: the balance, if any, held by the Mortgagee after payment in full of all amounts referred to in subdivisions SECTIONS 3.11(A)First, (B) Second and (C) Third above, shall, unless a court of competent jurisdiction may otherwise direct by final order not subject to appeal, be paid to or upon the direction of the Mortgagor.

Application of Proceeds of Sale and Other Moneys. The Subject to any applicable requirements of the Financing Order, the Credit Agreement and the Revolver Intercreditor Agreement, the proceeds of any sale of the Collateral or any part thereof or any interest therein under or by virtue of this Mortgage, whether pursuant to power of sale, foreclosure or otherwise, and all other moneys at any time held by the Mortgagee as part of the Collateral, shall be applied in such order of priority as the Mortgagee shall determine in its sole and absolute discretion including, without limitation, as follows: (a) first, to the payment of the reasonable costs and expenses of such sale (including, without limitation, the cost of evidence of title and the costs and expenses, if any, of taking possession of, retaining custody over, repairing, managing, operating, maintaining and preserving the Collateral or any part thereof prior to such sale), all reasonable costs and expenses incurred by the Mortgagee or any other Person in obtaining or collecting any insurance proceeds, condemnation awards or other amounts received by the Mortgagee, all reasonable costs and expenses of any receiver of the Collateral or any part thereof, and any Impositions or other charges or expenses prior to the security interest or lien of this Mortgage, which the Mortgagee may consider it necessary or desirable to pay; (b) second, to the payment of any Secured Obligation (other than those set forth in SECTION 3.11(CSection 3.11 (c) below); (c) third, to the payment of all amounts of principal of and interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable under the Credit Agreement pertaining to the Current Assets Loans at the time outstanding (whether due by reason of maturity or by reason of any prepayment requirement or by declaration or acceleration or otherwise), including interest at the rate provided for in the Credit Agreement on any overdue principal and (to the extent permitted under applicable law) on any overdue interest; and, in case such moneys shall be insufficient to pay in full such principal and interest, then, FIRSTfirst, to the payment of all amounts of interest (including Post-Petition Interest to the extent such interest is a Secured Obligation) at the time due and payable and, SECONDsecond, to the payment of all amounts of principal at the time due and payable under the Credit AgreementCurrent Assets Loans; and (d) fourth, the balance, if any, held by the Mortgagee after payment in full of all amounts referred to in subdivisions SECTIONS 3.11(ASections 3.11(a), (Bb) and (Cc) above, shall, unless a court of competent jurisdiction may otherwise direct by final order not subject to appeal, be paid to or upon the direction of the Mortgagor.