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 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 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 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 Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Property was sold); SECOND, to the Mortgagee for the distribution to the Secured Parties for the satisfaction of the Obligations owed to the Secured Parties; and THIRD, to the Mortgagor, 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 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 the 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 such salethe Secured Obligations, including compensation to Mortgagee's attorneys all court costs and agentsthe fees and expenses of its agents and legal counsel, and the repayment 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 Default Interest Rate on all advances made by Mortgagee, including all taxes the Mortgagee hereunder or assessments (except under any taxes, assessments Mortgage on behalf of Mortgagor and any other costs or other charges subject to which expenses incurred in connection with the Mortgaged Property shall have been sold) and the cost exercise of removing any Permitted Encumbrance (except right or remedy hereunder or under any Permitted Encumbrance subject to which the Mortgaged Property was sold)Mortgage; SECOND, to the Mortgagee for payment in full of the distribution Secured Obligations (the amounts so applied to be distributed among the Secured Parties for pro rata in accordance with the satisfaction amounts of the Secured Obligations owed to them on the Secured Partiesdate of any such distribution); and THIRD, to the Mortgagor, its 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 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 foreclosure sale time at the Administrative Agent’s election, the Administrative Agent shall apply all Proceeds held in the Collateral Account in payment of such Mortgagor’s Obligations, first, to all fees and reasonable costs and expenses incurred by Administrative Agent or any of the Mortgaged Property, Mortgagee shall receive the proceeds of sale, no purchaser shall be required to see other Secured Party with respect to the application of Credit Agreement, the proceeds other Loan Documents or the Collateral; second, to all fees due and Mortgagee shall apply the proceeds of the sale together with any Rents that may have been collected and owing to Administrative Agent or any other sums that then may be held by Mortgagee under this Mortgage as follows: FIRSTSecured Party; third, to accrued and unpaid interest on the Loan Document Obligations; fourth, to the payment principal amounts of the costs Loan Document Obligations outstanding; and expenses fifth, to any other Loan Document Obligations owing to the Administrative Agent or any other Secured Party. Any balance 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 Default Interest Rate on all advances made by Mortgagee, including all taxes or assessments Proceeds remaining after such Mortgagor’s Obligations (except any taxes, assessments or other charges subject to than contingent indemnification obligations for which the Mortgaged Property no pending claim is outstanding) shall have been sold) indefeasibly paid in full in cash, no Letters of Credit shall be outstanding and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject Commitments shall have terminated shall be turned over to which whomsoever may be lawfully entitled to receive the Mortgaged Property was sold); SECOND, to the Mortgagee for the distribution to the Secured Parties for the satisfaction of the Obligations owed to the Secured Parties; and THIRD, to the Mortgagor, its successors or assigns, or as a court of competent jurisdiction may otherwise directsame. 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, the 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 the Mortgagee under this Mortgage as follows: FIRST, to the payment of the all reasonable, out-of-pocket, documented costs and expenses of incurred by the Mortgagee in connection with such collection, 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 foreclosure or incurred by Mortgagee under realization or otherwise in connection with this Mortgage, together with interest at any other Loan Document or any of the Default Interest Rate on Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by Mortgageethe Mortgagee hereunder or under any other Loan Document on behalf of Mortgagor and any other reasonable, including all taxes out-of-pocket, documented costs or assessments (except expenses incurred in connection with the exercise of any taxes, assessments right or remedy hereunder or under any other charges subject to which the Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Property was sold)Loan Document; SECOND, to the Mortgagee for payment in full of Participations (the distribution 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 for pro rata in accordance with the satisfaction amounts of the Obligations owed to them on the Secured Partiesdate of any such distribution); and THIRDFOURTH, to the Mortgagor, 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 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 the costs and expenses of such sale, including compensation to Mortgagee's ’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 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 Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance Collateral Lien (except any Permitted Encumbrance Lien subject to which the Mortgaged Property was sold); SECOND, to the Mortgagee for the distribution to the Secured Parties for the satisfaction of the Obligations owed to the Secured Parties; and THIRD, to the Mortgagor, 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 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 the all reasonable out-of-pocket costs and expenses of incurred by the Mortgagee in connection with such collection, 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 foreclosure or incurred by Mortgagee under realization or otherwise in connection with this Mortgage, together with interest at any other Loan Document or any of the Default Interest Rate on Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by Mortgagee, including all taxes the Mortgagee hereunder or assessments (except under any taxes, assessments 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 other charges subject to which the Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Property was sold)Loan Document; SECOND, to the Mortgagee for payment in full of Unfunded Advances/Participations (the distribution 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 for pro rata in accordance with the satisfaction amounts of the Obligations owed to them on the Secured Partiesdate of any such distribution); and THIRDFOURTH, to the Mortgagor, 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, 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 the all reasonable and documented costs and expenses of incurred by the Collateral Agent in connection with 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 collection or incurred by Mortgagee under realization or otherwise in connection with this Mortgage, together with interest at the Default Interest Rate on other Security Documents or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by Mortgagee, including all taxes the Collateral Agent hereunder or assessments (except under any taxes, assessments 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 other charges subject to which the Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Property was sold)Security Document; SECOND, to the Mortgagee for Secured Parties, an amount equal to all Obligations owing to them on the distribution 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 Secured Parties for the satisfaction of the Obligations owed to the Secured Partiesunpaid amounts thereof; and THIRD, any surplus then remaining shall be paid to the Mortgagor, its 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 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 the costs and expenses of such sale, including reasonable compensation to Mortgagee's ’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 Default Interest Rate rate set forth in Section 2.06 of the Credit Agreement on all advances 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 the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Property was sold); SECOND, to the Mortgagee for the distribution to the Secured Parties for the satisfaction of the Obligations owed to the Secured Parties; and THIRD, to the Mortgagor, 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 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 the all reasonable costs and expenses of incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, 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 foreclosure or incurred by Mortgagee under realization or otherwise in connection with this Mortgage, together with interest at any other Loan Document or any of the Default Interest Rate on Obligations, including all court costs and the reasonable fees and out-of-pocket expenses of its agents and one legal counsel in each jurisdiction, the repayment of all advances made by Mortgagee, including all taxes the Mortgagee hereunder or assessments (except the Administrative Agent and/or the Collateral Agent hereunder or under any taxes, assessments other Loan Document on behalf of 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 other charges subject to which the Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Property was sold)Loan Document; SECOND, to the Mortgagee for payment in full of Unfunded Advances/Participations (the distribution 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 for pro rata in accordance with the satisfaction amounts of the Obligations owed to them on the Secured Partiesdate of any such distribution); FOURTH, to the Second Lien Collateral Agent, in accordance with the Intercreditor Agreement; and THIRDFIFTH, to the Mortgagor, 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 the 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 the all out-of-pocket costs and expenses of 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, 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 foreclosure or incurred by Mortgagee under realization or otherwise in connection with this Mortgage, together with interest at any other Loan Document or any of the Default Interest Rate on Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by Mortgagee, including all taxes the Administrative Agent and/or the Mortgagee hereunder or assessments (except under any taxes, assessments 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 other charges subject to which the Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Property was sold)Loan Document; SECOND, to the Mortgagee for payment in full of Unfunded Advances/Participations (the distribution 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 for pro rata in accordance with the satisfaction amounts of the Obligations owed to them on the Secured Partiesdate of any such distribution); and THIRDFOURTH, to the Mortgagor, 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 Mortgagee 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 the reasonable costs and expenses of such sale, including compensation to MortgageeTrustee 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 Mortgagee Beneficiary under this MortgageDeed of Trust, together with interest at the Default Interest Rate on all advances made by MortgageeBeneficiary, including all taxes or assessments (except any taxes, assessments or other charges subject to which the Mortgaged Trust Property shall have been sold) and the cost of removing any Permitted Encumbrance encumbrance (except any Permitted Encumbrance subject to which Lien permitted under the Mortgaged Property was soldCredit Agreement); SECOND, to the Mortgagee for the distribution to the Secured Parties Beneficiary for the satisfaction of the Obligations owed to the Secured PartiesMortgaged Obligations; and THIRD, to the Mortgagor, its 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 the Mortgaged 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 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 the all out-of-pocket costs and expenses of 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, 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 foreclosure or incurred by Mortgagee under realization or otherwise in connection with this Mortgage, together with interest at any other Loan Document or any of the Default Interest Rate on Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by Mortgagee, including all taxes the Administrative Agent and/or the Mortgagee hereunder or assessments (except under any taxes, assessments 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 other charges subject to which the Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Property was sold)Loan Document; SECOND, to the Mortgagee for payment in full of Unfunded Advances/Participations (the distribution 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 for pro rata in accordance with the satisfaction amounts of the Obligations owed to them on the Secured Partiesdate of any such distribution); and THIRDFOURTH, to the Mortgagor, 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 Mortgagee 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 the costs and expenses of such sale, including compensation to MortgageeTrustee 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 Mortgagee Beneficiary under this MortgageDeed of Trust, together with interest at the Default Interest Rate on all advances made by MortgageeBeneficiary, including all taxes or assessments (except any taxes, assessments or other charges subject to which the Mortgaged Trust Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Trust Property was sold); SECOND, to the Mortgagee Beneficiary for the distribution to the Secured Parties for the satisfaction of the Obligations owed to the Secured Parties; and THIRD, to the MortgagorGrantor, 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 the Mortgaged 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 the proceeds of sale, no purchaser shall be required to see to the application of the proceeds and Mortgagee shall 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 the costs and expenses of incurred by Mortgagee in connection with such sale, including compensation to Mortgagee's attorneys and agents, and of any judicial proceedings proceeding wherein the same may be made, and of all expenses, liabilities and advances made or incurred by Mortgagee under otherwise in connection with this Mortgage, any Loan Document or any of the Obligations, including all court costs and fees and expenses of its agents and legal counsel, together with interest on any such expenses paid by such Person at the Default Interest Rate on 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 Mortgagee hereunder or under any other Loan Document and any other costs or expenses incurred in connection with the cost exercise of removing any Permitted Encumbrance right or remedy hereunder or under any other Loan Document and (except ii) any Permitted Encumbrance subject to which the Mortgaged Property was sold)amounts payable under Section 3.06, if any; SECOND, to the Mortgagee for the distribution to the Secured Parties for the satisfaction of the Obligations owed to the Secured Parties; and THIRD, to the payment in full of the Obligations in accordance with the Security Agreement; and FOURTH, to Mortgagor, 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.

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 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 the all out-of-pocket costs and expenses of 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, 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 foreclosure or incurred by Mortgagee under realization or otherwise in connection with this Mortgage, together with interest at any other Loan Document or any of the Default Interest Rate on Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by Mortgageethe Administrative Agent and/or the Mortgagee hereunder or under any other Loan Document, including all taxes as applicable, on behalf of any Mortgagor and any other out-of-pocket costs or assessments (except expenses incurred in connection with the exercise of any taxes, assessments right or remedy hereunder or under any other charges subject to which the Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Property was sold)Loan Document as applicable; SECOND, to the Mortgagee for payment in full of Unfunded Advances/Participations (the distribution 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 for pro rata in accordance with the satisfaction amounts of the Obligations owed to them on the Secured Partiesdate of any such distribution); and THIRDSIXTH, to the Mortgagor, 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 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 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 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 Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Property was sold); SECOND, to the Mortgagee for the distribution to the Secured Parties for the satisfaction of the Obligations owed to the Secured Parties; and THIRD, to the Mortgagor, 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 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 the all 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 the Administrative Agent in connection with such collection or sale or otherwise in connection with this Mortgage, together with interest at the Default Interest Rate on other Credit Documents or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by Mortgagee, including all taxes the Administrative Agent hereunder or assessments (except under any taxes, assessments 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 other charges subject to which the Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Property was sold)Credit Document; SECOND, to the Mortgagee for Secured Parties, an amount equal to all Obligations owing to them on the distribution 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 Secured Parties for the satisfaction of the Obligations owed to the Secured Partiesunpaid amounts thereof; and THIRD, any surplus then remaining shall be paid to the Mortgagor, its 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 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 may then may be held by Mortgagee under this Second Priority Mortgage as follows: FIRST, to the payment of 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 Default Interest Rate on all advances made by Mortgagee, including all taxes taxes, assessments (or assessments other charges) (except any taxes, assessments or other charges subject to which the Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance liens or encumbrances (except any Permitted Encumbrance liens or encumbrances subject to which the Mortgaged Property was sold); SECOND, to the Mortgagee for the distribution to the Secured Second Priority Debt Parties for the satisfaction of the Second Priority Debt Obligations owed to the Secured Second Priority Debt Parties; and THIRD, to the Mortgagor, 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. (a) 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 the 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 such salethe Obligations, including compensation to Mortgagee's attorneys all court costs and agentsthe fees and expenses of its agents and legal counsel, and the repayment 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 Default Interest Rate on all advances made by Mortgagee, including all taxes the Mortgagee hereunder or assessments (except under any taxes, assessments Mortgage on behalf of Mortgagor and any other costs or other charges subject to which expenses incurred in connection with the Mortgaged Property shall have been sold) and the cost exercise of removing any Permitted Encumbrance (except right or remedy hereunder or under any Permitted Encumbrance subject to which the Mortgaged Property was sold)Mortgage; SECOND, to the Mortgagee for payment in full of the distribution Obligations (the amounts so applied to be distributed among the Secured Parties for pro rata in accordance with the satisfaction amounts of the Obligations owed to them on the Secured Partiesdate of any such distribution); and THIRD, to the Mortgagor, its 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 Subject to applicable law, 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 the all out-of-pocket costs and expenses of 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, 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 foreclosure or incurred by Mortgagee under realization or otherwise in connection with this Mortgage, together with interest at any other Secured Credit Document or any of the Default Interest Rate on Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by Mortgageethe Administrative Agent and/or the Mortgagee hereunder or under any other Secured Credit Document, including all taxes as applicable, on behalf of any Mortgagor and any other out-of-pocket costs or assessments (except expenses incurred in connection with the exercise of any taxes, assessments right or remedy hereunder or under any other charges subject to which the Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Property was sold)Secured Credit Document; SECOND, to the Mortgagee for payment in full of Unfunded Advances/Participations (the distribution 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 for pro rata in accordance with the satisfaction amounts of the Obligations owed to them on the Secured Partiesdate of any such distribution); and THIRDFOURTH, to the Mortgagor, 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 portion 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 may then may be held by Mortgagee under this Mortgage as follows: FIRST, to the payment of 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 Default Interest Rate on all advances made by Mortgagee, including all taxes taxes, assessments (or assessments other charges) (except any taxes, assessments or other charges subject to which the Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance liens or encumbrances (except any Permitted Encumbrance liens or encumbrances subject to which the Mortgaged Property was sold); SECOND, to the Mortgagee for the distribution to the Senior Secured Parties for the satisfaction of the Senior Obligations owed to the Senior Secured Parties; THIRD, to the holder of any subordinate mortgage encumbering the Mortgaged Property entitled to receive such proceeds; and THIRDFOURTH, to the Mortgagor, 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 portion of the Mortgaged Trust Property, Mortgagee Beneficiary 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 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 the costs and expenses of such sale, including compensation to MortgageeTrustee'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 Mortgagee Trustee and Beneficiary under this MortgageSecond Priority Deed of Trust, together with interest at the Default Interest Rate on all advances made by MortgageeTrustee and Beneficiary, including all taxes taxes, assessments (or assessments other charges) (except any taxes, assessments or other charges subject to which the Mortgaged Trust Property shall have been sold) and the cost of removing any Permitted Encumbrance liens or encumbrances (except any Permitted Encumbrance liens or encumbrances subject to which the Mortgaged Trust Property was sold); SECOND, to the Mortgagee Beneficiary for the distribution to the Secured Second Priority Debt Parties for the satisfaction of the Second Priority Debt Obligations owed to the Secured Second Priority Debt Parties; and THIRD, to the MortgagorGrantor, 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 the Mortgaged 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 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 the all reasonable out-of-pocket costs and expenses of incurred by the Mortgagee in connection with such collection, 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 foreclosure or incurred by Mortgagee under realization or otherwise in connection with this Mortgage, together with interest at any other Loan Document or any of the Default Interest Rate on Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by Mortgagee, including all taxes the Mortgagee hereunder or assessments (except under any taxes, assessments 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 other charges subject to which the Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Property was sold)Loan Document; SECOND, to the Mortgagee for payment in full of Unfunded Advances; THIRD, to the distribution payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties for pro rata in accordance with the satisfaction amounts of the Obligations owed to them on the Secured Partiesdate of any such distribution); and THIRDFOURTH, to the Mortgagor, 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 portion of the Mortgaged Trust Property, Mortgagee Beneficiary 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 may then may be held by Mortgagee Trustee or Beneficiary under this Mortgage Deed of Trust as follows: FIRST, to the payment of the costs and expenses of such sale, including compensation to MortgageeTrustee'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 Mortgagee Trustee and Beneficiary under this MortgageDeed of Trust, together with interest at the Default Interest Rate on all advances made by MortgageeTrustee and Beneficiary, including all taxes taxes, assessments (or assessments other charges) (except any taxes, assessments or other charges subject to which the Mortgaged Trust Property shall have been sold) and the cost of removing any Permitted Encumbrance liens or encumbrances (except any Permitted Encumbrance liens or encumbrances subject to which the Mortgaged Trust Property was sold); SECOND, to the Mortgagee Beneficiary for the distribution to the Senior Secured Parties for the satisfaction of the Senior Obligations owed to the Senior Secured Parties; and THIRD, to the Mortgagorholder of any subordinate mortgage, 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 the Mortgaged 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 Mortgagee 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 the costs and expenses of such sale, including compensation to MortgageeTrustee 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 Mortgagee Beneficiary under this MortgageDeed of Trust, together with interest at the Default Interest Rate on all advances made by MortgageeBeneficiary, including all taxes or assessments (except any taxes, assessments or other charges subject to which the Mortgaged Trust Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Trust Property was sold); SECOND, to the Mortgagee Beneficiary for the distribution to the Secured Parties for the satisfaction of the Obligations owed to the Secured Parties; and THIRD, to the MortgagorGrantor, 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 the Mortgaged 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 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 the all costs and expenses of 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, 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 foreclosure or incurred by Mortgagee under realization or otherwise in connection with this Mortgage, together with interest at any other Loan Document or any of the Default Interest Rate on Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by Mortgagee, including all taxes the Administrative Agent and/or the Mortgagee hereunder or assessments (except under any taxes, assessments 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 other charges subject to which the Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Property was sold)Loan Document; SECOND, to the Mortgagee for payment in full of Unfunded Advances/Participations (the distribution 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 for pro rata in accordance with the satisfaction amounts of the Obligations owed to them on the Secured Partiesdate of any such distribution); provided 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 THIRDFOURTH, to the Mortgagor, 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 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 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 the all out-of-pocket costs and expenses of 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, 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 foreclosure or incurred by Mortgagee under realization or otherwise in connection with this Mortgage, together with interest at any other Secured Credit Document or any of the Default Interest Rate on Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by Mortgageethe Administrative Agent and/or the Mortgagee hereunder or under any other Secured Credit Document, including all taxes as applicable, on behalf of any Mortgagor and any other out-of-pocket costs or assessments (except expenses incurred in connection with the exercise of any taxes, assessments right or remedy hereunder or under any other charges subject to which the Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Property was sold)Secured Credit Document; SECOND, to the Mortgagee for payment in full of Unfunded Advances/Participations (the distribution 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 for pro rata in accordance with the satisfaction amounts of the Obligations owed to them on the Secured Partiesdate of any such distribution); and THIRDFOURTH, to the Mortgagor, 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 Mortgagee 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 the costs and expenses of such sale, including reasonable compensation to MortgageeTrustee 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 Mortgagee Beneficiary under this MortgageDeed of Trust, together with interest at the Default Interest Rate on all advances made by MortgageeBeneficiary hereunder, including all taxes or assessments (except any taxes, assessments or other charges subject to which the Mortgaged Trust Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Trust Property was sold); SECOND, to the Mortgagee Beneficiary for the distribution to the Secured Parties for the satisfaction of the Obligations owed to the Secured Parties; and THIRD, to the MortgagorGrantor, 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 the Mortgaged 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 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 the all costs and expenses of incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including compensation to Mortgagee's attorneys all court costs and agentsthe reasonable fees and expenses of its agents and legal counsel, and the repayment 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 Default Interest Rate on all advances made by Mortgagee, including all taxes the Administrative Agent and/or the Collateral Agent hereunder or assessments (except under any taxes, assessments other Loan Document on behalf of any Grantor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other charges subject to which the Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Property was sold)Loan Document; SECOND, to the Mortgagee for payment in full of the distribution Obligations (the amounts so applied to be distributed among the Secured Parties for pro rata in accordance with the satisfaction amounts of the Obligations owed to them on the Secured Partiesdate of any such distribution); and THIRD, to the MortgagorGrantors, its 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 the all costs and expenses incurred by the 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 such salethe Obligations, including compensation to Mortgagee's attorneys all court costs and agentsthe fees and expenses of its agents and legal counsel, and the repayment 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 Default Interest Rate on all advances made by Mortgageethe Mortgagee hereunder, including all taxes the Collateral Agent under any other Loan Document on behalf of the Mortgagor or assessments (except any taxes, assessments other Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other charges subject to which the Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Property was sold)Loan Document; SECOND, to the Mortgagee for payment in full of the distribution Obligations (the amounts so applied to be distributed among the Secured Parties for pro rata in accordance with the satisfaction amounts of the Obligations owed to them on the Secured Partiesdate of any such distribution); and THIRD, to the Mortgagor, 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 Mortgagee 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 the reasonable costs and expenses of such sale, including compensation to MortgageeTrustee 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 Mortgagee Beneficiary under this MortgageDeed of Trust, together with interest at the Default Interest Rate on all advances made by MortgageeBeneficiary, including all taxes or assessments (except any taxes, assessments or other charges subject to which the Mortgaged Trust Property shall have been sold) and the cost of removing any Permitted Encumbrance encumbrance (except any Permitted Encumbrance subject to which Lien permitted under the Mortgaged Property was soldCredit Agreement); SECOND, to the Mortgagee for the distribution to the Secured Parties Beneficiary for the satisfaction of the Obligations owed to the Secured PartiesMortgaged Obligations; and THIRD, to the Mortgagor, its 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 the Mortgaged 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 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 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 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 Mortgaged Property shall have been sold) and the cost of removing any Permitted Encumbrance (except any Permitted Encumbrance subject to which the Mortgaged Property was sold); SECOND, to the Mortgagee for the distribution to the Secured Parties for the satisfaction of the Obligations owed to the Secured Parties; and THIRD, to the Mortgagor, 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.