Common use of Application of Sale Proceeds and Rents Clause in Contracts

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all costs and expenses incurred by the Mortgagee in connection with such collection or sale or otherwise in connection with this Mortgage or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Mortgagee hereunder or under any Mortgage on behalf of Mortgagor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgage; SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the Mortgagor, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then At such intervals as may be agreed upon by the Mortgagor and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent shall apply all Proceeds held by Mortgagee under this Mortgage as follows: FIRSTin the Collateral Account in payment of such Mortgagor’s Obligations, first, to the payment of all fees and reasonable costs and expenses incurred by the Mortgagee in connection with such collection or sale or otherwise in connection with this Mortgage Administrative Agent or any of other Secured Party with respect to the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counselCredit Agreement, the repayment of other Loan Documents or the Collateral; second, to all advances made by the Mortgagee hereunder fees due and owing to Administrative Agent or under any Mortgage on behalf of Mortgagor and any other costs or expenses incurred in connection with Secured Party; third, to accrued and unpaid interest on the exercise of any right or remedy hereunder or under any MortgageLoan Document Obligations; SECONDfourth, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the principal amounts of the Secured Loan Document Obligations owed to them on the date of any such distribution)outstanding; THIRDand fifth, to any other Loan Document Obligations owing to the Administrative Agent or any other Secured Party. Any balance of such Proceeds remaining after such Mortgagor’s Obligations (other than contingent indemnification obligations for which no pending claim is outstanding) shall have been indefeasibly paid in full in cash, their successors or assigns, or as a court no Letters of competent jurisdiction Credit shall be outstanding and the Commitments shall have terminated shall be turned over to whomsoever may otherwise directbe lawfully entitled to receive the same. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive the proceeds of sale, no purchaser shall be required to see to the application of the proceeds and Mortgagee shall apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all the costs and expenses of such sale, including compensation to Mortgagee's attorneys and agents, and of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by Mortgagee under this Mortgage, together with interest at the Mortgagee in connection with such collection or sale or otherwise in connection with this Mortgage or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of Default Interest Rate on all advances made by Mortgagee, including all taxes or assessments (except any taxes, assessments or other charges subject to which the Mortgagee hereunder or under Mortgaged Property shall have been sold) and the cost of removing any Mortgage on behalf of Mortgagor and Permitted Encumbrance (except any other costs or expenses incurred in connection with Permitted Encumbrance subject to which the exercise of any right or remedy hereunder or under any MortgageMortgaged Property was sold); SECOND, to the payment in full of Mortgagee for the Secured Obligations (the amounts so applied distribution to be distributed among the Secured Parties pro rata in accordance with for the amounts satisfaction of the Secured Obligations owed to them on the date of any such distribution)Secured Parties; and THIRD, to the Mortgagor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all the costs and expenses of such sale, including compensation to Mortgagee’s attorneys and agents, and of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by Mortgagee under this Mortgage, together with interest at the Mortgagee in connection with such collection or sale or otherwise in connection with this Mortgage or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of Default Interest Rate on all advances made by Mortgagee, including all taxes or assessments (except any taxes, assessments or other charges subject to which the Mortgagee hereunder or under Mortgaged Property shall have been sold) and the cost of removing any Mortgage on behalf of Mortgagor and Permitted Collateral Lien (except any other costs or expenses incurred in connection with Permitted Lien subject to which the exercise of any right or remedy hereunder or under any MortgageMortgaged Property was sold); SECOND, to the payment in full of Mortgagee for the Secured Obligations (the amounts so applied distribution to be distributed among the Secured Parties pro rata in accordance with for the amounts satisfaction of the Secured Obligations owed to them on the date of any such distribution)Secured Parties; and THIRD, to the Mortgagor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any --------------------------------------- foreclosure sale of all or any of the Mortgaged Trust Property, Mortgagee Trustee or Beneficiary shall receive the proceeds of sale, no purchaser shall be required to see to the application of the proceeds and Trustee or Beneficiary shall apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee Trustee or Beneficiary under this Mortgage Deed of Trust as follows: FIRST, to the payment of all the reasonable costs and expenses of such sale, including compensation to Trustee or to Beneficiary's attorneys and agents, and of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by Beneficiary under this Deed of Trust, together with interest at the Mortgagee in connection with such collection or sale or otherwise in connection with this Mortgage or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of Default Interest Rate on all advances made by Beneficiary, including all taxes or assessments (except any taxes, assessments or other charges subject to which the Mortgagee hereunder or Trust Property shall have been sold) and the cost of removing any encumbrance (except any Lien permitted under any Mortgage on behalf of Mortgagor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any MortgageCredit Agreement); SECOND, to the payment in full Beneficiary for the satisfaction of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution)Mortgaged Obligations; and THIRD, to the Mortgagor, their successors person or assigns, or as a court of competent jurisdiction may otherwise directpersons legally entitled thereto. The Mortgagee Beneficiary shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this MortgageDeed of Trust. Upon any sale of Mortgaged the Trust Property by the Mortgagee Trustee or Beneficiary (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee Trustee or Beneficiary or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Trust Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee Trustee or Beneficiary or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Mortgagee Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection collection, sale, foreclosure or sale realization or otherwise in connection with this Mortgage Mortgage, any other Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and out-of-pocket expenses of its agents and one legal counselcounsel in each jurisdiction, the repayment of all advances made by the Mortgagee hereunder or the Administrative Agent and/or the Collateral Agent hereunder or under any Mortgage other Loan Document on behalf of Mortgagor any Grantor and any other reasonable costs or out-of-pocket expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgageother Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the Secured amounts so applied to be distributed between or among the Administrative Agent, the Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDFOURTH, to the Second Lien Collateral Agent, in accordance with the Intercreditor Agreement; and FIFTH, to the Mortgagor, their its successors or assigns, or as a court of competent jurisdiction to whomever may otherwise directbe lawfully entitled to receive the same. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of Mortgaged Property Collateral by the Mortgagee Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive the proceeds of sale, no purchaser shall be required to see to the application of the proceeds and Mortgagee shall apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all the costs and expenses of such sale, including reasonable compensation to Mortgagee’s attorneys and agents, and of any judicial proceedings wherein the same may be made, and of all reasonable expenses, liabilities and advances made or incurred by Mortgagee under this Mortgage, together with interest at the Mortgagee rate set forth in connection with such collection or sale or otherwise in connection with this Mortgage or any Section 2.06 of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of Credit Agreement on all advances made by Mortgagee, including all taxes or assessments (except any taxes, assessments or other charges subject to which the Mortgagee hereunder or under Mortgaged Property shall have been sold) and the cost of removing any Mortgage on behalf of Mortgagor and Permitted Encumbrance (except any other costs or expenses incurred in connection with Permitted Encumbrance subject to which the exercise of any right or remedy hereunder or under any MortgageMortgaged Property was sold); SECOND, to the payment in full of Mortgagee for the Secured Obligations (the amounts so applied distribution to be distributed among the Secured Parties pro rata in accordance with for the amounts satisfaction of the Secured Obligations owed to them on the date of any such distribution)Secured Parties; and THIRD, to the Mortgagor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted herein or by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Mortgagee in connection with such collection collection, sale, foreclosure or sale realization or otherwise in connection with this Mortgage Mortgage, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Mortgagee hereunder or under any Mortgage other Loan Document on behalf of the Mortgagor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgageother Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the Secured amounts so applied to be distributed between or among the Administrative Agent and any Issuing Lender pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDFOURTH, to the Mortgagor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of all or any of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of all or any of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, the Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by the Mortgagee under this Mortgage as follows: FIRST, to the payment of all reasonable, out-of-pocket, documented costs and expenses incurred by the Mortgagee in connection with such collection collection, sale, foreclosure or sale realization or otherwise in connection with this Mortgage Mortgage, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Mortgagee hereunder or under any Mortgage other Loan Document on behalf of Mortgagor and any other reasonable, out-of-pocket, documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgageother Loan Document; SECOND, to the payment in full of Participations (the Secured amounts so applied to be distributed between or among the Administrative Agent and/or any relevant Issuing Bank pro rata in accordance with the amounts of Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDand FOURTH, to the Mortgagor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof; provided that such sale is permitted, and in accordance with, the terms of this Mortgage.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all out-of-pocket costs and expenses incurred by the Administrative Agent or the Mortgagee (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection collection, sale, foreclosure or sale realization or otherwise in connection with this Mortgage Mortgage, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Mortgagee hereunder or under any Mortgage other Loan Document on behalf of any Mortgagor and any other out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgageother Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the Secured amounts so applied to be distributed between or among the Administrative Agent, the Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDFOURTH, to the Mortgagor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all reasonable and documented costs and expenses incurred by the Mortgagee Collateral Agent in connection with such sale, collection or sale realization or otherwise in connection with this Mortgage Mortgage, the other Security Documents or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Mortgagee Collateral Agent hereunder or under any Mortgage other Security Document on behalf of Mortgagor and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgageother Security Document; SECOND, to the payment in full of the Secured Parties, an amount equal to all Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed owing to them on the date of any such distribution), and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof; and THIRD, any surplus then remaining shall be paid to the Mortgagor, Mortgagor or their successors or assigns, assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding)Mortgagee, the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all costs and expenses incurred by the Mortgagee Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection collection, sale, foreclosure or sale realization or otherwise in connection with this Mortgage Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Mortgagee Administrative Agent and/or the Collateral Agent hereunder or under any Mortgage other Loan Document on behalf of Mortgagor any Grantor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgageother Loan Document; SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); and THIRD, to the MortgagorGrantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive the proceeds of sale, no purchaser shall be required to see to the application of the proceeds and Mortgagee shall apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all the costs and expenses of such sale, including compensation to Mortgagee's attorneys and agents, and of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by Mortgagee under this Mortgage, together with interest at the Mortgagee in connection with such collection or sale or otherwise in connection with this Mortgage or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of Default Interest Rate on all advances made by Mortgagee, including all taxes or assessments (except any taxes, assessments or other charges subject to which the Mortgagee hereunder or under Mortgaged Property shall have been sold) and the cost of removing any Mortgage on behalf of Mortgagor and Permitted Encumbrance (except any other costs or expenses incurred in connection with Permitted Encumbrance subject to which the exercise of any right or remedy hereunder or under any MortgageMortgaged Property was sold); SECOND, to the payment in full of Mortgagee for the Secured Obligations (the amounts so applied distribution to be distributed among the Secured Parties pro rata in accordance with for the amounts satisfaction of the Secured Obligations owed to them on the date of any such distribution)Secured Parties; and THIRD, to the Mortgagor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money paid over to the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After Subject to the ABL Intercreditor Agreement and applicable law, after any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all out-of-pocket costs and expenses incurred by the Administrative Agent or the Mortgagee (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection collection, sale, foreclosure or sale realization or otherwise in connection with this Mortgage Mortgage, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Mortgagee hereunder or under any Mortgage other Loan Document, as applicable, on behalf of any Mortgagor and any other out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgageother Loan Document as applicable; SECOND, to the payment in full of Unfunded Advances/Participations (the Secured amounts so applied to be distributed between or among the Administrative Agent and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to pay accrued but unpaid interest on any Protective Advances; FOURTH, to pay the principal of any Protective Advances FIFTH, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDSIXTH, to the Mortgagor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. (a) After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all costs and expenses incurred by the Mortgagee in connection with such collection or sale or otherwise in connection with this Mortgage or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Mortgagee hereunder or under any Mortgage on behalf of Mortgagor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgage; SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the Mortgagor, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof. (b) In making the determination and allocations required by this Section 2.08, the Mortgagee may conclusively rely upon information supplied by the Administrative Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Obligations, and the Mortgagee shall have no liability to any of the Secured Parties for actions taken in reliance on such information, provided that nothing in this sentence shall prevent any Mortgagor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Mortgagee pursuant to this

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive the proceeds of sale, no purchaser shall be required to see to the application of the proceeds and Mortgagee shall apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all the costs and expenses of such sale, including compensation to Mortgagee's attorneys and agents, and of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by Mortgagee under this Mortgage, together with interest at the Mortgagee in connection with such collection or sale or otherwise in connection with this Mortgage or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of Default Interest Rate on all advances made by Mortgagee, including all taxes or assessments (except any taxes, assessments or other charges subject to which the Mortgagee hereunder or under Mortgaged Property shall have been sold) and the cost of removing any Mortgage on behalf of Mortgagor and Permitted Encumbrance (except any other costs or expenses incurred in connection with Permitted Encumbrance subject to which the exercise of any right or remedy hereunder or under any MortgageMortgaged Property was sold); SECOND, to Mortgagee for the payment in full of the Secured Obligations (the amounts so applied distribution to be distributed among the Secured Parties pro rata in accordance with for the amounts satisfaction of the Secured Obligations owed to them on the date of any such distribution)Secured Parties; and THIRD, to the Mortgagor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all out-of-pocket costs and expenses incurred by the Administrative Agent or the Mortgagee (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection collection, sale, foreclosure or sale realization or otherwise in connection with this Mortgage Mortgage, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Mortgagee hereunder or under any Mortgage other Loan Document on behalf of any Mortgagor and any other out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgageother Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the Secured amounts so applied to be distributed between or among the Administrative Agent and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDFOURTH, to the Mortgagor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After Subject to the terms of the Credit Agreement after any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all costs and expenses incurred by the Mortgagee Administrative Agent in connection with such collection or sale or otherwise in connection with this Mortgage Mortgage, the other Credit Documents or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Mortgagee Administrative Agent hereunder or under any Mortgage other Credit Document on behalf of the Mortgagor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgageother Credit Document; SECOND, to the payment in full of the Secured Parties, an amount equal to all Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed owing to them on the date of any such distribution), and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof; and THIRD, any surplus then remaining shall be paid to the Mortgagor, Mortgagors or their successors or assigns, assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any portion of the Mortgaged Trust Property, Mortgagee Beneficiary shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that may then may be held by Mortgagee Trustee or Beneficiary under this Mortgage Second Priority Deed of Trust as follows: FIRST, to the payment of all the costs and expenses of such sale, including compensation to Trustee's and Beneficiary's attorneys and agents, and of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by Trustee and Beneficiary under this Second Priority Deed of Trust, together with interest at the Mortgagee in connection with such collection or sale or otherwise in connection with this Mortgage or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of Default Interest Rate on all advances made by Trustee and Beneficiary, including all taxes, assessments (or other charges) (except any taxes, assessments or other charges subject to which the Mortgagee hereunder Trust Property shall have been sold) and the cost of removing any liens or under encumbrances (except any Mortgage on behalf of Mortgagor and any other costs liens or expenses incurred in connection with encumbrances subject to which the exercise of any right or remedy hereunder or under any MortgageTrust Property was sold); SECOND, to the payment in full Beneficiary for the distribution to the Second Priority Debt Parties for the satisfaction of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Second Priority Debt Obligations owed to them on the date of any such distribution)Second Priority Debt Parties; and THIRD, to the MortgagorGrantor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee Beneficiary shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this MortgageSecond Priority Deed of Trust. In the event of any inconsistency between this Section 2.08 and the Collateral Trust and Intercreditor Agreement, the Collateral Trust and Intercreditor Agreement shall control. Upon any sale of Mortgaged the Trust Property by the Mortgagee Trustee or Beneficiary (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee Trustee or Beneficiary or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Trust Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee Trustee or Beneficiary or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Trust Property, Mortgagee Trustee or Beneficiary shall receive the proceeds of sale, no purchaser shall be required to see to the application of the proceeds and Trustee or Beneficiary shall apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee Trustee or Beneficiary under this Mortgage Deed of Trust as follows: FIRST, to the payment of all the costs and expenses of such sale, including reasonable compensation to Trustee or to Beneficiary's attorneys and agents, and of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by Beneficiary under this Deed of Trust, together with interest at the Mortgagee in connection with such collection or sale or otherwise in connection with this Mortgage or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of Default Interest Rate on all advances made by Beneficiary hereunder, including all taxes or assessments (except any taxes, assessments or other charges subject to which the Mortgagee hereunder or under Trust Property shall have been sold) and the cost of removing any Mortgage on behalf of Mortgagor and Permitted Encumbrance (except any other costs or expenses incurred in connection with Permitted Encumbrance subject to which the exercise of any right or remedy hereunder or under any MortgageTrust Property was sold); SECOND, to the payment in full of Beneficiary for the Secured Obligations (the amounts so applied distribution to be distributed among the Secured Parties pro rata in accordance with for the amounts satisfaction of the Secured Obligations owed to them on the date of any such distribution)Secured Parties; and THIRD, to the MortgagorGrantor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee Beneficiary shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this MortgageDeed of Trust. Upon any sale of Mortgaged the Trust Property by the Mortgagee Trustee or Beneficiary (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee Trustee or Beneficiary or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Trust Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee Trustee or Beneficiary or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any portion of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that may then may be held by Mortgagee under this Second Priority Mortgage as follows: FIRST, to the payment of all the costs and expenses of such sale, including compensation to Mortgagee's attorneys and agents, and of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by Mortgagee under this Second Priority Mortgage, together with interest at the Mortgagee in connection with such collection or sale or otherwise in connection with this Mortgage or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of Default Interest Rate on all advances made by Mortgagee, including all taxes, assessments (or other charges) (except any taxes, assessments or other charges subject to which the Mortgagee hereunder Mortgaged Property shall have been sold) and the cost of removing any liens or under encumbrances (except any Mortgage on behalf of Mortgagor and any other costs liens or expenses incurred in connection with encumbrances subject to which the exercise of any right or remedy hereunder or under any MortgageMortgaged Property was sold); SECOND, to the payment in full Mortgagee for the distribution to the Second Priority Debt Parties for the satisfaction of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Second Priority Debt Obligations owed to them on the date of any such distribution)Second Priority Debt Parties; and THIRD, to the Mortgagor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Second Priority Mortgage. In the event of any inconsistency between this Section 2.08 and the Collateral Trust and Intercreditor Agreement, the Collateral Trust and Intercreditor Agreement shall control. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive the proceeds of sale, no purchaser shall be required to see to the application of the proceeds and Mortgagee shall apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all costs and expenses incurred by the Mortgagee Mortgagee, Administrative Agent or the Collateral Agent (in their capacities as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Mortgage or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Mortgagee hereunder or hereunder, the Collateral Agent under any Mortgage other Loan Document on behalf of the Mortgagor or any other Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgageother Loan Document; SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); and THIRD, to the Mortgagor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Trust Property, Mortgagee Trustee or Beneficiary shall receive the proceeds of sale, no purchaser shall be required to see to the application of the proceeds and Trustee or Beneficiary shall apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee Trustee or Beneficiary under this Mortgage Deed of Trust as follows: FIRST, to the payment of all the reasonable costs and expenses of such sale, including compensation to Trustee or to Beneficiary's attorneys and agents, and of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by Beneficiary under this Deed of Trust, together with interest at the Mortgagee in connection with such collection or sale or otherwise in connection with this Mortgage or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of Default Interest Rate on all advances made by Beneficiary, including all taxes or assessments (except any taxes, assessments or other charges subject to which the Mortgagee hereunder or Trust Property shall have been sold) and the cost of removing any encumbrance (except any Lien permitted under any Mortgage on behalf of Mortgagor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any MortgageCredit Agreement); SECOND, to the payment in full Beneficiary for the satisfaction of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution)Mortgaged Obligations; and THIRD, to the Mortgagor, their successors person or assigns, or as a court of competent jurisdiction may otherwise directpersons legally entitled thereto. The Mortgagee Beneficiary shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this MortgageDeed of Trust. Upon any sale of Mortgaged the Trust Property by the Mortgagee Trustee or Beneficiary (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee Trustee or Beneficiary or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Trust Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee Trustee or Beneficiary or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, (a) Mortgagee shall receive and apply the proceeds of any collections or sale of the sale Mortgaged Property together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all costs and expenses incurred by the Mortgagee in connection with such collection or sale or otherwise in connection with this Mortgage or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Mortgagee hereunder or under any Mortgage on behalf of Mortgagor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgage; SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts Section 8.03 of the Secured Obligations owed to them on the date of any such distribution); THIRD, to the Mortgagor, their successors or assigns, or as a court of competent jurisdiction may otherwise directCredit Agreement. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding)Property, the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof. (b) In making the determination and allocations required by this Section 2.07, the Mortgagee may conclusively rely upon information supplied by the Administrative Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Obligations, and the Mortgagee shall have no liability to any of the Secured Parties for actions taken in reliance on such information, provided that nothing in this sentence shall prevent any Mortgagor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Mortgagee pursuant to this Section 2.07 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Mortgagee shall have no duty to inquire as to the application by the Administrative Agent of any amounts distributed to it.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any portion of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that may then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all the costs and expenses of such sale, including compensation to Mortgagee's attorneys and agents, and of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by Mortgagee under this Mortgage, together with interest at the Mortgagee in connection with such collection or sale or otherwise in connection with this Mortgage or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of Default Interest Rate on all advances made by Mortgagee, including all taxes, assessments (or other charges) (except any taxes, assessments or other charges subject to which the Mortgagee hereunder Mortgaged Property shall have been sold) and the cost of removing any liens or under encumbrances (except any Mortgage on behalf of Mortgagor and any other costs liens or expenses incurred in connection with encumbrances subject to which the exercise of any right or remedy hereunder or under any MortgageMortgaged Property was sold); SECOND, to the payment in full Mortgagee for the distribution to the Senior Secured Parties for the satisfaction of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Senior Obligations owed to them on the date of any such distribution)Senior Secured Parties; THIRD, to the holder of any subordinate mortgage encumbering the Mortgaged Property entitled to receive such proceeds; and FOURTH, to the Mortgagor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. In the event of any inconsistency between this Section 2.08 and the Collateral Trust and Intercreditor Agreement, the Collateral Trust and Intercreditor Agreement shall control. Nothing in this Mortgage shall be interpreted to make the Mortgagee an agent of the Second Priority Debt Parties. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Mortgagee in connection with such collection collection, sale, foreclosure or sale realization or otherwise in connection with this Mortgage Mortgage, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Mortgagee hereunder or under any Mortgage other Loan Document on behalf of the Mortgagor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgageother Loan Document; SECOND, to the payment in full of Unfunded Advances; THIRD, to the Secured payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDFOURTH, to the Mortgagor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of all or any of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of all or any of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After Subject to applicable law, after any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all out-of-pocket costs and expenses incurred by the Administrative Agent or the Mortgagee (in their respective capacities as such hereunder or under any other Secured Credit Document) in connection with such collection collection, sale, foreclosure or sale realization or otherwise in connection with this Mortgage Mortgage, any other Secured Credit Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Mortgagee hereunder or under any Mortgage other Secured Credit Document, as applicable, on behalf of any Mortgagor and any other out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgageother Secured Credit Document; SECOND, to the payment in full of Unfunded Advances/Participations (the Secured amounts so applied to be distributed between or among the Administrative Agent and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDFOURTH, to the Mortgagor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage, and subject to applicable law. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all out-of-pocket costs and expenses incurred by the Administrative Agent or the Mortgagee (in their respective capacities as such hereunder or under any other Secured Credit Document) in connection with such collection collection, sale, foreclosure or sale realization or otherwise in connection with this Mortgage Mortgage, any other Secured Credit Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Mortgagee hereunder or under any Mortgage other Secured Credit Document, as applicable, on behalf of any Mortgagor and any other out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgageother Secured Credit Document; SECOND, to the payment in full of Unfunded Advances/Participations (the Secured amounts so applied to be distributed between or among the Administrative Agent and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDFOURTH, to the Mortgagor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any portion of the Mortgaged Trust Property, Mortgagee Beneficiary shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that may then may be held by Mortgagee Trustee or Beneficiary under this Mortgage Deed of Trust as follows: FIRST, to the payment of all the costs and expenses of such sale, including compensation to Trustee's and Beneficiary's attorneys and agents, and of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by Trustee and Beneficiary under this Deed of Trust, together with interest at the Mortgagee in connection with such collection or sale or otherwise in connection with this Mortgage or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of Default Interest Rate on all advances made by Trustee and Beneficiary, including all taxes, assessments (or other charges) (except any taxes, assessments or other charges subject to which the Mortgagee hereunder Trust Property shall have been sold) and the cost of removing any liens or under encumbrances (except any Mortgage on behalf of Mortgagor and any other costs liens or expenses incurred in connection with encumbrances subject to which the exercise of any right or remedy hereunder or under any MortgageTrust Property was sold); SECOND, to the payment in full Beneficiary for the distribution to the Senior Secured Parties for the satisfaction of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Senior Obligations owed to them on the date of any such distribution)Senior Secured Parties; and THIRD, to the Mortgagorholder of any subordinate mortgage, their deed of trust or deed to secure debt encumbering the Trust Property entitled to receive such proceeds; and FOURTH, to the Grantor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee Beneficiary shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this MortgageDeed of Trust. In the event of any inconsistency between this Section 2.08 and the Collateral Trust and Intercreditor Agreement, the Collateral Trust and Intercreditor Agreement shall control. Nothing in this Deed of Trust shall be interpreted to make the Trustee or Beneficiary an agent of the Second Priority Debt Parties. Upon any sale of Mortgaged the Trust Property by the Mortgagee Trustee or Beneficiary (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee Trustee or Beneficiary or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Trust Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee Trustee or Beneficiary or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Trust Property, Mortgagee Trustee or Beneficiary shall receive the proceeds of sale, no purchaser shall be required to see to the application of the proceeds and Trustee or Beneficiary shall apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee Trustee or Beneficiary under this Mortgage Deed of Trust as follows: FIRST, to the payment of all the costs and expenses of such sale, including compensation to Trustee or to Beneficiary's attorneys and agents, and of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by Beneficiary under this Deed of Trust, together with interest at the Mortgagee in connection with such collection or sale or otherwise in connection with this Mortgage or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of Default Interest Rate on all advances made by Beneficiary, including all taxes or assessments (except any taxes, assessments or other charges subject to which the Mortgagee hereunder or under Trust Property shall have been sold) and the cost of removing any Mortgage on behalf of Mortgagor and Permitted Encumbrance (except any other costs or expenses incurred in connection with Permitted Encumbrance subject to which the exercise of any right or remedy hereunder or under any MortgageTrust Property was sold); SECOND, to Beneficiary for the payment in full of the Secured Obligations (the amounts so applied distribution to be distributed among the Secured Parties pro rata in accordance with for the amounts satisfaction of the Secured Obligations owed to them on the date of any such distribution)Secured Parties; and THIRD, to the MortgagorGrantor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee Beneficiary shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this MortgageDeed of Trust. Upon any sale of Mortgaged the Trust Property by the Mortgagee Trustee or Beneficiary (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee Trustee or Beneficiary or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Trust Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee Trustee or Beneficiary or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Mortgagee (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection collection, sale, foreclosure or sale realization or otherwise in connection with this Mortgage Mortgage, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Mortgagee hereunder or under any Mortgage other Loan Document on behalf of any Mortgagor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgageother Loan Document; SECOND, to the payment in full of Unfunded Advances/Participations (the Secured amounts so applied to be distributed between or among the Administrative Agent, the Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDprovided that the proceeds of any collection or sale of the Deposit L/C Collateral shall be applied, first, to the payment in full of the Deposit L/C Obligations and, second, to the extent not so applied, to the payment in full of the Obligations (other than the Deposit L/C Obligations); and FOURTH, to the Mortgagor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of Mortgaged Property Collateral by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Trust Property, Mortgagee Trustee or Beneficiary shall receive the proceeds of sale, no purchaser shall be required to see to the application of the proceeds and Trustee or Beneficiary shall apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee Trustee or Beneficiary under this Mortgage Deed of Trust as follows: FIRST, to the payment of all the costs and expenses of such sale, including compensation to Trustee or Beneficiary's attorneys and agents, and of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by Beneficiary under this Deed of Trust, together with interest at the Mortgagee in connection with such collection or sale or otherwise in connection with this Mortgage or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of Default Interest Rate on all advances made by Beneficiary, including all taxes or assessments (except any taxes, assessments or other charges subject to which the Mortgagee hereunder or under Trust Property shall have been sold) and the cost of removing any Mortgage on behalf of Mortgagor and Permitted Encumbrance (except any other costs or expenses incurred in connection with Permitted Encumbrance subject to which the exercise of any right or remedy hereunder or under any MortgageTrust Property was sold); SECOND, to the payment in full of Beneficiary for the Secured Obligations (the amounts so applied distribution to be distributed among the Secured Parties pro rata in accordance with for the amounts satisfaction of the Secured Obligations owed to them on the date of any such distribution)Secured Parties; and THIRD, to the MortgagorGrantor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee Beneficiary shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this MortgageDeed of Trust. Upon any sale of Mortgaged the Trust Property by the Mortgagee Trustee or Beneficiary (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee Trustee or Beneficiary or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Trust Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee Trustee or Beneficiary or such officer or be answerable in any way for the misapplication thereof.

Application of Sale Proceeds and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive and promptly apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of all the costs and expenses incurred by the Mortgagee in connection with such collection or sale sale, and of any judicial proceeding wherein the same may be made, or otherwise in connection with this Mortgage Mortgage, any Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, together with interest on any such expenses paid by such Person at the Default Rate from the date paid by such Person through the date repaid to such Person; SECOND, to the repayment of (i) all advances hereunder made by Mortgagee, including all taxes or assessments (except any taxes, assessments or other charges subject to which the Mortgaged Property shall have been sold) and all other advances made by the Mortgagee hereunder or under any Mortgage on behalf of Mortgagor other Loan Document and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgageother Loan Document and (ii) any amounts payable under Section 3.06, if any; SECONDTHIRD, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution)Security Agreement; THIRDand FOURTH, to the Mortgagor, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold sold, and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof.