Common use of Distribution of Proceeds Clause in Contracts

Distribution of Proceeds. In any condemnation proceeding, the parties will request that the condemning authority grant separate awards for value of the Fee Estate taken and the Leasehold Estate taken. (a) If the condemning authority grants separate awards, then Landlord shall be entitled to the award for the value of the then current Fee Estate and Tenant shall, unless U.T. is the condemning authority, be entitled to the award for the value of the Leasehold Estate (but without duplication). If U.T. is the condemning authority, Landlord shall be entitled to the entire Award. (b) If the condemning authority refuses to grant separate awards, then the parties shall have the Property that is being taken appraised (by a Qualified Appraiser) and valued as if the condemnation had not occurred. Such appraisal process will determine the percentage of any award that should be attributed to the Fee Estate (the “Fee Estate Percentage”) and the percentage of any award that should be attributed to the Leasehold Estate (the “Leasehold Estate Percentage”) (and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled to the Fee Estate Percentage of any award and, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage of the award which shall be disbursed by Tenant in accordance with and pursuant to the terms of any applicable Leasehold Mortgage. If U.T. is the condemning authority, Landlord shall be entitled to the entire Award. (c) If this Lease is not terminated as a result of the condemnation as expressly permitted above, any condemnation proceeds received by either Landlord or Tenant, shall first be used to restore the Improvements to an architecturally whole unit (while retaining such Improvement’s prior and intended purpose, function and quality to the extent reasonably possible), and, to the extent possible given the nature of the condemnation, to substantially the same or better condition as existed immediately prior to such taking, and, if any proceeds remain thereafter, be divided between Landlord and Tenant in the proportions as provided in clauses (a) and (b) of Section 13.3. With respect to such restoration, Landlord shall have no approval or consent rights on development that is partially subject to such condemnation, which shall be subject only to Legal Requirements. Any condemnation proceeds shall be held and disbursed in the same manner as proceeds from a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant pursuant to this Article XIV shall be disbursed in accordance with the terms of the Leasehold Mortgage. (d) If Landlord or Tenant receives notice of any proposed or pending condemnation proceeding affecting the Property, the party receiving such notice shall promptly notify the other party, the Fee Mortgagee (if it shall have given to such party notice of the address of such Fee Mortgagee), and any Registered Leasehold Mortgagee.

Distribution of Proceeds. In any condemnation proceedingAt all times, all proceeds of Lenders Collateral and Receivables Assets shall be distributed in accordance with the parties will request that the condemning authority grant separate awards for value of the Fee Estate taken and the Leasehold Estate taken.following procedure: (a) If All proceeds of the condemning authority grants separate awards, then Landlord Lenders Collateral shall be entitled paid to the award Controlling Agent (it being understood that if any such proceeds received by the Controlling Agent at any time constitute “Term Loan Priority Collateral”, as defined in the ABL-Term Loan Intercreditor Agreement, and the Controlling Agent at such time is the ABL Lenders Agent, the ABL Lenders Agent shall turn such proceeds over to the Term Lenders Agent in accordance with and to the extent required by the ABL-Term Loan Intercreditor Agreement) for application on the value Lenders Claims and other obligations and liabilities owing under the Credit Agreements and the other Loan Documents in accordance with the ABL-Term Loan Intercreditor Agreement until all Lenders Claims and such other obligations and liabilities have been paid and satisfied in full in cash and each of such Credit Agreements and the other Loan Documents is terminated and, thereafter, any remaining proceeds shall be paid to WESCO or the appropriate Loan Party, or as otherwise required by applicable law. The Receivables Seller and the Receivables Agent (for itself and on behalf of each Receivables Purchaser) agrees that none of the then current Fee Estate and Tenant shallReceivables Seller, unless U.T. is the condemning authorityReceivables Agent or the Receivables Purchasers have, be entitled to nor shall they have, any Receivables Interest in such remaining proceeds. The foregoing shall not, however, impair any claim or any right or remedy which the award for Receivables Seller, the value of Receivables Agent, the Leasehold Estate (but without duplication). If U.T. is Purchaser Agents or the condemning authority, Landlord shall be entitled to Receivables Purchasers may have against WESCO or any other Originator under the entire AwardReceivables Documents or otherwise. (b) If All proceeds of the condemning authority refuses to grant separate awards, then the parties Receivables Assets shall have the Property that is being taken appraised (by a Qualified Appraiser) and valued as if the condemnation had not occurred. Such appraisal process will determine the percentage of any award that should be attributed paid to the Fee Estate Receivables Agent for application against the Receivables Claim and for application in accordance with the Receivables Documents until the Receivables Claim has been paid and satisfied in full in cash and the Receivables Documents have terminated and, thereafter, any remaining proceeds shall be paid to the Receivables Seller or as otherwise required by applicable law. Each of the ABL Lenders Agent (for itself and on behalf of the “Fee Estate Percentage”ABL Lenders) and the percentage of any award that should be attributed to the Leasehold Estate Term Lenders Agent (the “Leasehold Estate Percentage”) (for itself and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled to the Fee Estate Percentage of any award and, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage on behalf of the award Term Lenders) agrees that neither the Lenders Agents nor the Lenders have, nor shall they have, any Lenders Interest in such remaining proceeds. The foregoing shall not, however, impair any claim or any right or remedy which shall be disbursed by Tenant in accordance with and pursuant to the terms of any applicable Leasehold Mortgage. If U.T. is Lenders Agent or the condemning authority, Landlord shall be entitled to the entire Awardany Lenders may have against WESCO or any other Originator under any Loan Documents or otherwise. (c) If this Lease is not terminated as a result In the event that any of the condemnation as expressly permitted aboveReceivables Seller, the Receivables Agent or the Receivables Purchasers now or hereafter obtains possession of any condemnation proceeds received by either Landlord or TenantLenders Collateral, it shall first be used to restore the Improvements to an architecturally whole unit (while retaining such Improvement’s prior and intended purpose, function and quality immediately deliver to the extent reasonably possible), and, Controlling Agent such Lenders Collateral to the extent possible given the nature of the condemnation, to substantially the same or better condition as existed immediately prior to such taking, and, if any proceeds remain thereafter, be divided between Landlord and Tenant in the proportions as provided in clauses (a) and (b) of Section 13.3. With respect to such restoration, Landlord shall have no approval or consent rights on development that is partially subject to such condemnation, which shall be subject only to Legal Requirements. Any condemnation proceeds shall be held and disbursed in the same manner as proceeds from a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant pursuant to this Article XIV shall be disbursed applied in accordance with the terms ABL-Term Loan Intercreditor Agreement (and until delivered to the Controlling Agent such Lenders Collateral shall be held in trust for the Lenders Agents and the Lenders). Each of the Leasehold MortgageReceivables Seller and the Receivables Agent (for itself and on behalf of each Receivables Purchaser) further agrees to immediately turn over to the Controlling Agent the proceeds of any Disposition of Lenders Collateral which it (or any Receivables Purchaser) might receive while any Lenders Claim, any other obligations or liabilities under the applicable Credit Agreement, any related other Loan Document or any commitment to make financial accommodations thereunder remain outstanding, regardless of whether the Controlling Agent has a perfected and enforceable lien in the assets of WESCO or any other Originator from which the proceeds of any such Disposition have been received, to be applied in accordance with the ABL-Term Loan Intercreditor Agreement. (d) If Landlord In the event that any of the Lenders or Tenant receives notice any Lenders Agent now or hereafter obtains possession of any proposed or pending condemnation proceeding affecting the PropertyReceivables Assets, the party receiving such notice shall promptly notify the other party, the Fee Mortgagee (if it shall have given immediately deliver to the Receivables Agent such party notice Receivables Assets (and until delivered to the Receivables Agent such Receivables Assets shall be held in trust for the Receivables Agent). Each of the address ABL Lenders Agent (for itself and on behalf of each ABL Lender) and the Term Lenders Agent (for itself and on behalf of each Term Lender) further agrees to immediately turn over the proceeds of any Disposition of Receivables Assets to the Receivables Agent which it (or the ABL Lenders or Term Lenders, as applicable) might receive while any Receivables Claim, any other obligations or liabilities under the Receivables Documents or any commitment to make financial accommodations thereunder remain outstanding, regardless of whether the Receivables Agent has a perfected and enforceable lien in the assets from which the proceeds of such Fee Mortgagee)Disposition have been received. (e) To the extent that any Inventory of WESCO or any other Originator has been commingled with Returned Goods in which the Receivables Interest continues as provided in Section 2.1 above, and any Registered Leasehold MortgageeLenders Agent or any Lender receives any proceeds on account of such Returned Goods (whether by reason of sale or by reason of insurance payments on account thereof) prior to release of such Receivables Interest, then all proceeds of such Returned Goods shall, promptly upon receipt of such proceeds by such Lenders Agent or Lender, be paid to the Receivables Agent for application against the Receivables Claim.

Distribution of Proceeds. In any condemnation proceedingAt all times, all proceeds of Collateral and Purchased Property shall be distributed in accordance with the parties will request that following procedure: (i) prior to the condemning authority grant separate awards for value Lender/Indenture Claim Termination Date, all proceeds of the Fee Estate taken Collateral, including the Post-Event Receivables (other than Pre-Event Unsold Receivables Property), shall, to the extent required by the Other Intercreditor Agreement and the Leasehold Estate taken. other Senior Loan Documents and Second Priority Debt Documents, be paid or delivered to the Senior Collateral Agent for application in accordance with the Other Intercreditor Agreement and the other Senior Loan Documents and Second Priority Debt Documents and (aii) If the condemning authority grants separate awards, then Landlord any proceeds of Collateral (other than Pre-Event Unsold Receivables Property) not required to be applied pursuant to clause (i) shall be entitled paid to the award for the value of the then current Fee Estate and Tenant shall, unless U.T. is the condemning authority, be entitled to the award for the value of the Leasehold Estate (but without duplication). If U.T. is the condemning authority, Landlord shall be entitled to the entire AwardOriginators or as otherwise required by applicable law. (b) If the condemning authority refuses to grant separate awards, then the parties shall have the Property that is being taken appraised (by a Qualified Appraiseri) and valued as if the condemnation had not occurred. Such appraisal process will determine the percentage of any award that should be attributed prior to the Fee Estate (the “Fee Estate Percentage”) Purchaser Claim Termination Date, all Collections and the percentage of any award that should be attributed to the Leasehold Estate (the “Leasehold Estate Percentage”) (and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled to the Fee Estate Percentage of any award and, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage other proceeds of the award which shall be disbursed by Tenant in accordance with and pursuant to the terms of any applicable Leasehold Mortgage. If U.T. is the condemning authority, Landlord shall be entitled to the entire Award. (c) If this Lease is not terminated as a result of the condemnation as expressly permitted above, any condemnation proceeds received by either Landlord or Tenant, shall first be used to restore the Improvements to an architecturally whole unit (while retaining such Improvement’s prior and intended purpose, function and quality to the extent reasonably possible), andPurchased Property shall, to the extent possible given required by the nature Purchaser Documents, be paid or delivered to the Program Agent for the benefit of the condemnation, to substantially Investors and the same or better condition as existed immediately prior to such taking, and, if any proceeds remain thereafter, be divided between Landlord and Tenant in the proportions as provided in clauses (a) and (b) of Section 13.3. With respect to such restoration, Landlord shall have no approval or consent rights on development that is partially subject to such condemnation, which shall be subject only to Legal Requirements. Any condemnation proceeds shall be held and disbursed in the same manner as proceeds from a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant pursuant to this Article XIV shall be disbursed Liquidity Banks for application in accordance with the terms of the Leasehold MortgageReceivables Financing Agreement against the Purchaser Claim until the Purchaser Claim Termination Date, (ii) any Collections and proceeds of the Purchased Property not required to be applied pursuant to clause (i) shall be paid to the Borrower in accordance with the terms of the Receivables Financing Agreement or as otherwise required by applicable law, (iii) prior to the Purchaser Claim Termination Date, all Collections and other proceeds of the Pre-Event Unsold Receivables Property shall be paid or delivered to the Originators unless provided otherwise in the Purchaser Documents and (iv) after the Purchaser Claim Termination Date, all Collections and other proceeds of the Pre-Event Unsold Receivables Property shall be paid or delivered to the Originators unless provided otherwise in the Senior Loan Documents or the Second Priority Debt Documents; provided, however, that HQ and the Originators hereby agree that, prior to the Lender Claim Termination Date, all such remaining Collections and proceeds of Purchased Property which, pursuant to the Purchaser Documents, are to be paid by HQ to the Originators for application against a Company Claim shall, if required by the Other Intercreditor Agreement or the other Senior Loan Documents or Second Priority Debt Documents, be paid by the Borrower, HQ and RAF I directly on behalf of the Originators to the Senior Collateral Agent for application against the Claim before being paid to the Originators. (dc) If Landlord Subject to the terms and conditions of this Section 2.03(c), the Program Agent agrees that it shall transfer its interest in and control over the Collection Account and its rights with respect to the Governmental Entity Receivables Account to the Senior Collateral Agent upon the occurrence of the Purchaser Claim Termination Date (provided that the Lender/Indenture Claim Termination Date shall not yet have occurred). Any such transfer shall be without representation, recourse or Tenant receives notice warranty of any proposed or pending condemnation proceeding affecting kind on the Property, the party receiving such notice shall promptly notify the other party, the Fee Mortgagee (if it shall have given to such party notice part of the address of such Fee Mortgagee), and any Registered Leasehold MortgageeProgram Agent.

Distribution of Proceeds. In At all times, all proceeds of Lender Collateral and Receivables Assets shall be distributed in accordance with the following procedure: (i) All proceeds of the Lender Collateral shall be paid to the Lender Agent for application on the Lender Claim and other obligations and liabilities owing under the Credit Agreement and other Loan Documents until the Lender Claim and such other obligations and liabilities have been paid and satisfied in full in cash and the Credit Agreement is terminated; and (ii) any condemnation proceedingremaining proceeds shall be paid to USS or as otherwise required by applicable law, and the Transferor and the Receivables Collateral Agent (for itself and on behalf of each Receivables Purchaser) agrees that none of the Transferor, the parties will request that Receivables Collateral Agent or the condemning authority grant separate awards for value of Receivables Purchasers have, nor shall they have, any Receivables Interest in such remaining proceeds. The foregoing shall not, however, impair any claim or any right or remedy which the Fee Estate taken and Transferor, the Leasehold Estate takenReceivables Collateral Agent, the Funding Agents or the Receivables Purchasers may have against USS under the Receivables Documents or otherwise. (ai) If All proceeds of the condemning authority grants separate awards, then Landlord Receivables Assets shall be entitled paid to the award Receivables Collateral Agent for application against the value of the then current Fee Estate Receivables Claim and Tenant shall, unless U.T. is the condemning authority, be entitled to the award for the value of the Leasehold Estate (but without duplication). If U.T. is the condemning authority, Landlord shall be entitled to the entire Award. (b) If the condemning authority refuses to grant separate awards, then the parties shall have the Property that is being taken appraised (by a Qualified Appraiser) and valued as if the condemnation had not occurred. Such appraisal process will determine the percentage of any award that should be attributed to the Fee Estate (the “Fee Estate Percentage”) and the percentage of any award that should be attributed to the Leasehold Estate (the “Leasehold Estate Percentage”) (and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled to the Fee Estate Percentage of any award and, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage of the award which shall be disbursed by Tenant application in accordance with the Receivables Documents until the Receivables Claim has been paid and pursuant satisfied in full in cash and the Receivables Documents have terminated; and (ii) subject to Section 2.1 hereof, any remaining proceeds shall be paid to the terms Transferor or as otherwise required by applicable law. The Lender Agent (for itself and on behalf of each Lender) agrees that, except as set forth in Section 2.1 hereof, neither the Lender Agent nor the Lenders have, nor shall they have, any applicable Leasehold MortgageLender Interest in such remaining proceeds. If U.T. is The foregoing shall not, however, impair any claim or any right or remedy which the condemning authority, Landlord shall be entitled to Lender Agent or the entire AwardLenders may have against USS under the Loan Documents or otherwise. (c) If this Lease is not terminated as a result In the event that any of the condemnation as expressly permitted aboveTransferor, the Receivables Collateral Agent or the Receivables Purchasers now or hereafter obtains possession of any condemnation proceeds received by either Landlord or TenantLender Collateral, it shall first be used to restore the Improvements to an architecturally whole unit (while retaining such Improvement’s prior and intended purpose, function and quality immediately deliver to the extent reasonably possible), and, Lender Agent such Lender Collateral (and until delivered to the extent possible given the nature of the condemnation, to substantially the same or better condition as existed immediately prior to Lender Agent such taking, and, if any proceeds remain thereafter, be divided between Landlord and Tenant in the proportions as provided in clauses (a) and (b) of Section 13.3. With respect to such restoration, Landlord shall have no approval or consent rights on development that is partially subject to such condemnation, which shall be subject only to Legal Requirements. Any condemnation proceeds Lender Collateral shall be held in trust for the Lender Agent). Each of the Transferor, the Receivables Collateral Agent (for itself and disbursed on behalf of each Receivables Purchaser) further agrees to immediately turn over the proceeds of any Disposition of Lender Collateral which it (or any Receivables Purchaser) might receive while any Lender Claim, any other obligations or liabilities under the Credit Agreement, any Loan Document or any commitment to make financial accommodations thereunder remain outstanding, regardless of whether the Lender Agent has a perfected and enforceable lien in the same manner as assets of USS from which the proceeds from a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant pursuant to this Article XIV shall be disbursed in accordance with the terms of the Leasehold Mortgageany such Disposition have been received. (d) If Landlord In the event that the Borrower, the Lenders or Tenant receives notice the Lender Agent now or hereafter obtains possession of any proposed Receivables Assets, it shall immediately deliver to the Receivables Collateral Agent such Receivables Assets (and until delivered to the Receivables Collateral Agent such Receivables Assets shall be held in trust for the Receivables Collateral Agent). The Borrower and the Lender Agent (for itself and on behalf of each Lender) further agrees to immediately turn over the proceeds of any Disposition of Receivables Assets to the Receivables Collateral Agent which it (or pending condemnation proceeding affecting any Lender) might receive while any Receivables Claim, any other obligations or liabilities under the PropertyReceivables Documents or any commitment to make financial accommodations thereunder remain outstanding, regardless of whether the Receivables Collateral Agent has a perfected and enforceable lien in the assets from which the proceeds of such Disposition have been received. (e) USS agrees to keep all Returned Goods segregated from Inventory. If any Inventory of USS has been commingled with Returned Goods in which the Receivables Interest continues as provided in Section 2.1 above, and the Lender Agent or any Lender receives any proceeds on account of such inventory (whether by reason of sale or by reason of insurance payments on account thereof) prior to release of such Receivables Interest, then: (i) all proceeds of such inventory shall be paid to the Lender Agent and the Lender Agent shall, immediately upon receipt of such proceeds, pay to the Receivables Collateral Agent for application against the Receivables Claim a share of such proceeds equal to the dollar amount thereof multiplied by a fraction, the party receiving such notice shall promptly notify numerator of which equals the other party, the Fee Mortgagee (if it shall have given to such party notice book value of the address Returned Goods and the denominator of which equals the book value of all of the inventory on account of which the Lender Agent has received such Fee Mortgagee), cash proceeds; and (ii) any Registered Leasehold Mortgageeremaining proceeds shall be paid to the Lender Agent for application against the Lender Claim.

Distribution of Proceeds. In 6.1 Any monies and proceeds received by NSBDC or Wachovia pursuant to any condemnation proceeding, the parties will request that the condemning authority grant separate awards for value realization on or enforcement of the Fee Estate taken NSBDC Security or Wachovia Security, as the case may be, whether from sale, insurance proceeds or other source of funds, or under any dissolution, winding-up, liquidation or other scheme of arrangement or any insolvency, receivership or bankruptcy proceedings, will be distributed and the Leasehold Estate taken.paid as follows: (a) If the condemning authority grants separate awardsfirstly, then Landlord shall in payment of all costs, charges and expenses of and incidental to and that may be entitled to the award for the value of the then current Fee Estate and Tenant shall, unless U.T. is the condemning authority, be entitled to the award for the value of the Leasehold Estate (but without duplication). If U.T. is the condemning authority, Landlord shall be entitled to the entire Award.properly incurred in connection with any realization or enforcement procedures as may have been taken; (b) If the condemning authority refuses to grant separate awardssecondly, then the parties shall have the Property that is being taken appraised (by a Qualified Appraiser) and valued as if the condemnation had not occurred. Such appraisal process will determine the percentage in payment of any award that should be attributed to the Fee Estate (the “Fee Estate Percentage”) and the percentage of any award that should be attributed to the Leasehold Estate (the “Leasehold Estate Percentage”) (and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled to the Fee Estate Percentage of any award and, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage of the award which shall be disbursed disbursements made by Tenant in accordance with and either NSBDC or Wachovia pursuant to the terms of any applicable Leasehold Mortgage. If U.T. is the condemning authorityNSBDC Security, Landlord shall be entitled to the entire Award.NSBDC Debt, Wachovia Security or Wachovia Debt; (c) If this Lease is not terminated as a result thirdly, in payment of the condemnation as expressly permitted above, any condemnation proceeds received by either Landlord or Tenant, shall first be used to restore the Improvements to an architecturally whole unit (while retaining such Improvement’s prior and intended purpose, function and quality Wachovia Debt to the extent reasonably possible)that such monies and proceeds derive from the inventories and accounts receivable of ITC Canada and there is at such time outstanding Wachovia Debt owed to Wachovia; (d) fourthly, anddistributed pari passu in payment of the Wachovia Debt and the NSBDC Debt shared as set out in section 3.1(b) hereof; (e) fifthly, in the event that after the application of the recoveries pursuant to the preceding paragraphs hereof, there is still additional monies and at that time there is still outstanding Wachovia Debt, the amount of such surplus shall be paid to the Wachovia to be applied against the Wachovia Debt; (f) sixthly, in the event that after repayment of the amount owed to NSBDC on the Cdn. $2,000,000 note there is still NSBDC Debt outstanding, the amount of any surplus monies shall be paid to NSBDC to be applied to the NSBDC Debt; (g) seventhly, as to any surplus, after repayment of NSBDC Debt and Wachovia Debt as hereinbefore provided for, to the extent possible given the nature of the condemnation, to substantially the same such other persons or better condition corporations as existed immediately prior to such taking, and, if any proceeds remain thereafter, be divided between Landlord and Tenant in the proportions as provided in clauses (a) and (b) of Section 13.3. With respect to such restoration, Landlord shall have no approval or consent rights on development that is partially subject to such condemnation, which shall be subject only to Legal Requirements. Any condemnation proceeds shall be held and disbursed in the same manner as proceeds from a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant pursuant to this Article XIV shall be disbursed in accordance with required by the terms of the Leasehold MortgageNSBDC Security and Wachovia Security or as required by law. (d) If Landlord 6.2 Should NSBDC or Tenant receives notice of Wachovia receive any proposed payments, distributions, funds or pending condemnation proceeding affecting the Propertyproceeds contemplated under this article 6, the party receiving such notice shall promptly notify then they must provide an accounting to the other party, the Fee Mortgagee (if it shall have given to such party notice of the address of such Fee Mortgagee), and any Registered Leasehold Mortgageein connection therewith upon request.

Distribution of Proceeds. In any condemnation proceedingAt all times, all proceeds of Credit ------------------------ Collateral and Purchased Property shall be distributed in accordance with the parties will request that the condemning authority grant separate awards for value of the Fee Estate taken and the Leasehold Estate taken.following procedure: (a) If Except as otherwise provided in Section 2.4 with respect to Collections of Receivables, (i) all proceeds of the condemning authority grants separate awards, then Landlord Credit Collateral shall be entitled paid to the award Credit Lenders' Agent for application on the value Credit Claims and other obligations and liabilities owing under the Credit Agreements and other Loan Documents until the Termination of the then current Fee Estate Credit Claims; and Tenant shall, unless U.T. is the condemning authority, (ii) any remaining proceeds shall be entitled paid to the award for the value Credit Borrowers or as otherwise required by applicable law; provided that proceeds in respect of the Leasehold Estate (but without duplication). If U.T. is the condemning authority, Landlord any Unsold Receivables shall be entitled paid to the entire AwardTrustee for application solely to the payment of any Second Lien Obligations due and owing and thereafter to the Credit Borrowers or as otherwise required by applicable law. (b) If Except as otherwise provided in Section 2.4(a)(ii), (i) all proceeds of the condemning authority refuses to grant separate awards, then the parties Purchased Property shall have the Property that is being taken appraised (by a Qualified Appraiser) and valued as if the condemnation had not occurred. Such appraisal process will determine the percentage of any award that should be attributed paid to the Fee Estate (Trustee for application against the “Fee Estate Percentage”) Purchaser Claims and the percentage of any award that should be attributed to the Leasehold Estate (the “Leasehold Estate Percentage”) (and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled to the Fee Estate Percentage of any award and, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage of the award which shall be disbursed by Tenant for application in accordance with the Purchaser Documents until the Purchaser Claims have been paid and pursuant satisfied in full in cash and the Purchaser Documents have terminated; and (ii) any remaining proceeds shall be paid to the terms of Receivables Seller or as otherwise required by applicable law, and the Credit Lenders' Agent and the Credit Lenders' agree that they do not have and shall not have any applicable Leasehold Mortgage. If U.T. is the condemning authority, Landlord shall be entitled to the entire AwardCredit Security Interest in such remaining proceeds. (c) If this Lease is not terminated as a result In the event that any of the condemnation as expressly permitted aboveReceivables Seller, the Trustee, the Securitization Company Agent and the Liquidity Agent now or hereafter obtains possession of any condemnation proceeds received by either Landlord or Tenant, shall first be used to restore the Improvements to an architecturally whole unit (while retaining such Improvement’s Credit Collateral prior and intended purpose, function and quality to the extent reasonably possible)Termination of the Credit Claims, and, including proceeds of a Disposition of Credit Collateral it shall immediately deliver to the extent possible given Credit Lenders' Agent such Credit Collateral or proceeds (and until delivered to the nature of the condemnation, to substantially the same or better condition as existed immediately prior to Credit Lenders' Agent such taking, and, if any proceeds remain thereafter, be divided between Landlord and Tenant in the proportions as provided in clauses (a) and (b) of Section 13.3. With respect to such restoration, Landlord shall have no approval or consent rights on development that is partially subject to such condemnation, which shall be subject only to Legal Requirements. Any condemnation proceeds Credit Collateral shall be held in trust for the Credit Lenders' Agent), regardless of whether the Credit Lenders' Agent has a perfected and disbursed enforceable lien in such Credit Collateral or the same manner as proceeds from a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant pursuant to this Article XIV shall be disbursed in accordance with the terms assets of the Leasehold MortgageCredit Borrowers from which the proceeds of any such Disposition have been received. (d) If Landlord In the event that any of the Credit Borrowers, the Credit Lenders or Tenant receives notice the Credit Lenders' Agent now or hereafter obtains possession of any proposed or pending condemnation proceeding affecting the Purchased Property, the party receiving such notice shall promptly notify the other party, the Fee Mortgagee (if it shall immediately deliver to the Trustee such Purchased Property or proceeds thereof (and until delivered such Purchased Property shall be held in trust for the Trustee), regardless of whether the Trustee has a perfected and enforceable lien in the assets from which the proceeds of such Disposition have given been received. (e) The parties hereto agree that any amounts to such party notice be distributed pursuant to this Section 2.3 to the Originator, any proceeds or other amounts payable to the Originator with respect to and as consideration for the sale of the address of such Fee Mortgagee), Purchased Receivables by the Originator to the Receivables Seller and any Registered Leasehold Mortgageeamounts payable to the Receivables Seller under the Pooling and Servicing Agreement shall be paid to Account #0000000000 at Norwest Bank Colorado, National Association, Reference: Mail-Well I Corporation Concentration Account, or as otherwise specified by the Credit Lenders' Agent.

Distribution of Proceeds. In At all times, all proceeds of Lender ------------------------ Collateral and Receivables Assets shall be distributed in accordance with the following procedure: (i) All proceeds of the Lender Collateral shall be paid to the Lender Agent for application on the Lender Claim and other obligations and liabilities owing under the Credit Agreement and other Loan Documents until the Lender Claim and such other obligations and liabilities have been paid and satisfied in full in cash and the Credit Agreement is terminated; and (ii) any condemnation proceedingremaining proceeds shall be paid to USS or as otherwise required by applicable law, and the Transferor and the Receivables Collateral Agent (for itself and on behalf of each Receivables Purchaser) agrees that none of the Transferor, the parties will request that Receivables Collateral Agent or the condemning authority grant separate awards for value of Receivables Purchasers have, nor shall they have, any Receivables Interest in such remaining proceeds. The foregoing shall not, however, impair any claim or any right or remedy which the Fee Estate taken and Transferor, the Leasehold Estate takenReceivables Collateral Agent, the Funding Agents or the Receivables Purchasers may have against USS under the Receivables Documents or otherwise. (ai) If All proceeds of the condemning authority grants separate awards, then Landlord Receivables Assets shall be entitled paid to the award Receivables Collateral Agent for application against the value of the then current Fee Estate Receivables Claim and Tenant shall, unless U.T. is the condemning authority, be entitled to the award for the value of the Leasehold Estate (but without duplication). If U.T. is the condemning authority, Landlord shall be entitled to the entire Award. (b) If the condemning authority refuses to grant separate awards, then the parties shall have the Property that is being taken appraised (by a Qualified Appraiser) and valued as if the condemnation had not occurred. Such appraisal process will determine the percentage of any award that should be attributed to the Fee Estate (the “Fee Estate Percentage”) and the percentage of any award that should be attributed to the Leasehold Estate (the “Leasehold Estate Percentage”) (and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled to the Fee Estate Percentage of any award and, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage of the award which shall be disbursed by Tenant application in accordance with the Receivables Documents until the Receivables Claim has been paid and pursuant satisfied in full in cash and the Receivables Documents have terminated; and (ii) subject to Section 2.1 hereof, any remaining proceeds shall be paid to the terms Transferor or as otherwise required by applicable law. The Lender Agent (for itself and on behalf of each Lender) agrees that, except as set forth in Section 2.1 hereof, neither the Lender Agent nor the Lenders have, nor shall they have, any applicable Leasehold MortgageLender Interest in such remaining proceeds. If U.T. is The foregoing shall not, however, impair any claim or any right or remedy which the condemning authority, Landlord shall be entitled to Lender Agent or the entire AwardLenders may have against USS under the Loan Documents or otherwise. (c) If this Lease is not terminated as a result In the event that any of the condemnation as expressly permitted aboveTransferor, the Receivables Collateral Agent or the Receivables Purchasers now or hereafter obtains possession of any condemnation proceeds received by either Landlord or TenantLender Collateral, it shall first be used to restore the Improvements to an architecturally whole unit (while retaining such Improvement’s prior and intended purpose, function and quality immediately deliver to the extent reasonably possible), and, Lender Agent such Lender Collateral (and until delivered to the extent possible given the nature of the condemnation, to substantially the same or better condition as existed immediately prior to Lender Agent such taking, and, if any proceeds remain thereafter, be divided between Landlord and Tenant in the proportions as provided in clauses (a) and (b) of Section 13.3. With respect to such restoration, Landlord shall have no approval or consent rights on development that is partially subject to such condemnation, which shall be subject only to Legal Requirements. Any condemnation proceeds Lender Collateral shall be held in trust for the Lender Agent). Each of the Transferor, the Receivables Collateral Agent (for itself and disbursed on behalf of each Receivables Purchaser) further agrees to immediately turn over the proceeds of any Disposition of Lender Collateral which it (or any Receivables Purchaser) might receive while any Lender Claim, any other obligations or liabilities under the Credit Agreement, any Loan Document or any commitment to make financial accommodations thereunder remain outstanding, regardless of whether the Lender Agent has a perfected and enforceable lien in the same manner as assets of USS from which the proceeds from a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant pursuant to this Article XIV shall be disbursed in accordance with the terms of the Leasehold Mortgageany such Disposition have been received. (d) If Landlord In the event that the Borrower, the Lenders or Tenant receives notice the Lender Agent now or hereafter obtains possession of any proposed Receivables Assets, it shall immediately deliver to the Receivables Collateral Agent such Receivables Assets (and until delivered to the Receivables Collateral Agent such Receivables Assets shall be held in trust for the Receivables Collateral Agent). The Borrower and the Lender Agent (for itself and on behalf of each Lender) further agrees to immediately turn over the proceeds of any Disposition of Receivables Assets to the Receivables Collateral Agent which it (or pending condemnation proceeding affecting any Lender) might receive while any Receivables Claim, any other obligations or liabilities under the PropertyReceivables Documents or any commitment to make financial accommodations thereunder remain outstanding, regardless of whether the Receivables Collateral Agent has a perfected and enforceable lien in the assets from which the proceeds of such Disposition have been received. (e) USS agrees to keep all Returned Goods segregated from Inventory. If any Inventory of USS has been commingled with Returned Goods in which the Receivables Interest continues as provided in Section 2.1 above, and the Lender ----------- Agent or any Lender receives any proceeds on account of such inventory (whether by reason of sale or by reason of insurance payments on account thereof) prior to release of such Receivables Interest, then: (i) all proceeds of such inventory shall be paid to the Lender Agent and the Lender Agent shall, immediately upon receipt of such proceeds, pay to the Receivables Collateral Agent for application against the Receivables Claim a share of such proceeds equal to the dollar amount thereof multiplied by a fraction, the party receiving such notice shall promptly notify numerator of ------------- which equals the other party, the Fee Mortgagee (if it shall have given to such party notice book value of the address Returned Goods and the denominator of which equals the book value of all of the inventory on account of which the Lender Agent has received such Fee Mortgagee), cash proceeds; and (ii) any Registered Leasehold Mortgageeremaining proceeds shall be paid to the Lender Agent for application against the Lender Claim.

Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any condemnation proceedingEvent of Default, any monies are received in connection with the parties will request that the condemning authority grant separate awards for value enforcement of any of the Fee Estate taken and Loan Documents, or otherwise with respect to the Leasehold Estate taken.realization upon any of the assets of the Borrower or the Guarantors, if any, such monies shall be distributed for application as follows: (a) If to payment of that portion of the condemning authority grants separate awardsObligations constituting fees, then Landlord shall be entitled indemnities, expenses and other amounts, including attorney fees, payable to the award for Agent in its capacity as such, the value of Issuing Lenders in their capacity as such and the then current Fee Estate Swing Loan Lenders in their capacity as such, ratably among the Agent, the Issuing Lenders and Tenant shall, unless U.T. is the condemning authority, be entitled Swing Loan Lenders in proportion to the award for the value of the Leasehold Estate respective amounts described in this clause (but without duplication). If U.T. is the condemning authority, Landlord shall be entitled a) payable to the entire Award.them; (b) If to payment of that portion of the condemning authority refuses to grant separate awardsObligations constituting fees, then the parties shall have the Property that is being taken appraised indemnities and other amounts (by a Qualified Appraiserother than principal and interest) and valued as if the condemnation had not occurred. Such appraisal process will determine the percentage of any award that should be attributed payable to the Fee Estate (Lenders under the “Fee Estate Percentage”) and Loan Documents, including attorney fees, ratably among the percentage of any award that should be attributed Lenders in proportion to the Leasehold Estate respective amounts described in this clause (the “Leasehold Estate Percentage”b) (and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled payable to the Fee Estate Percentage of any award and, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage of the award which shall be disbursed by Tenant in accordance with and pursuant to the terms of any applicable Leasehold Mortgage. If U.T. is the condemning authority, Landlord shall be entitled to the entire Award.them; (c) If this Lease is not terminated as a result to payment of that portion of the condemnation as expressly permitted aboveObligations constituting accrued and unpaid interest on the Swing Loans; (d) to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, any condemnation proceeds received by either Landlord or Tenant, shall first be used to restore ratably among the Improvements to an architecturally whole unit (while retaining such Improvement’s prior Lenders and intended purpose, function and quality the Issuing Lenders in proportion to the extent reasonably possible)respective amounts described in this clause (d) payable to them; (e) to payment of that portion of the Obligations constituting unpaid principal of the Swing Loans; (f) to payment of that portion of the Obligations constituting unpaid principal of the Loans, andReimbursement Obligations, other Letter of Credit Liabilities, ratably among the Lenders, the Issuing Lenders in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent possible given the nature of the condemnation, to substantially the same or better condition as existed immediately prior to such taking, and, if that any proceeds remain thereafter, be divided between Landlord and Tenant in the proportions as provided in clauses (a) and (b) of Section 13.3. With respect to such restoration, Landlord shall have no approval or consent rights on development that is partially subject to such condemnation, which shall be subject only to Legal Requirements. Any condemnation proceeds shall be held and disbursed in the same manner as proceeds from a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant amounts available for distribution pursuant to this Article XIV clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be disbursed in accordance with paid to the terms Agent for deposit into the Collateral Account; and (g) the balance, if any, after all of the Leasehold MortgageObligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. (d) If Landlord or Tenant receives notice of any proposed or pending condemnation proceeding affecting the Property, the party receiving such notice shall promptly notify the other party, the Fee Mortgagee (if it shall have given to such party notice of the address of such Fee Mortgagee), and any Registered Leasehold Mortgagee.

Distribution of Proceeds. In All amounts owing with respect to the Senior Secured Obligations shall be secured by the Collateral without distinction as to whether some Senior Secured Obligations are then due and payable and other Senior Secured Obligations are not then due and payable. Upon any condemnation proceedingrealization upon the Collateral and/or the receipt of any payments under any Security Document or realization under any Secured Guaranty, the parties will request Creditors agree that the condemning authority grant separate awards for value of the Fee Estate taken and the Leasehold Estate taken. proceeds thereof shall be applied (a) If the condemning authority grants separate awardsfirst, then Landlord shall be entitled to the award for amounts owing to the value Collateral Agent by the Company or the Creditors pursuant to this Agreement or the Security Documents, including, without limitation, payment of expenses incurred by the Collateral Agent with respect to maintenance and protection of the then current Fee Estate Collateral and Tenant shall, unless U.T. is the condemning authority, be entitled of expenses incurred with respect to the award for the value sale of or realization upon any of the Leasehold Estate Collateral or the perfection, enforcement or protection of the rights of the Creditors (but without duplicationincluding reasonable attorneys’ fees and expenses of every kind). If U.T. is the condemning authority, Landlord shall be entitled to the entire Award. ; (b) If second, equally and ratably to the condemning authority refuses payment of all amounts (including, without limitation, principal, interest, fees, expenses, any make-whole amount or breakage amount) then due to grant separate awardsthe Creditors under the Credit Agreement, the Note Agreement and each Additional Secured Facility which payments shall be distributed ratably to each Lender, each Noteholder and each Additional Secured Lender according to the aggregate amount of such amounts then owing to each Creditor; and (c) third, the parties balance, if any, shall be returned to the Company or such other Persons as are entitled thereto; provided that such balance shall be held by the Collateral Agent if (1) all Senior Secured Obligations have not been accelerated or are not yet due and payable or (2) an indemnification claim by the Property that Collateral Agent or any Creditor is being taken appraised (by a Qualified Appraiser) and valued as if pending under any Loan Document, Senior Note Document or Additional Secured Facility Document. Any payment pursuant to this Section 5.10 with respect to the condemnation had not occurred. Such appraisal process will determine the percentage outstanding amount of any award that should undrawn Letters of Credit shall be attributed paid to the Fee Estate Collateral Agent for deposit in an account (the “Fee Estate PercentageLetters of Credit Collateral Account”) to be held as collateral for the Senior Secured Obligations and disposed of as provided herein. On each date on which a payment is made to a beneficiary pursuant to a draw on a Letter of Credit, the Collateral Agent shall distribute from the Letters of Credit Collateral Account for application to the payment of the reimbursement obligation due to the Lenders with respect to such draw an amount equal to the product of (1) the amount then on deposit in the Letters of Credit Collateral Account and (2) a fraction, the numerator of which is the amount of such draw and the percentage denominator of any award that should be attributed to the Leasehold Estate (the “Leasehold Estate Percentage”) (and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled to the Fee Estate Percentage of any award and, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage of the award which shall be disbursed by Tenant in accordance with and pursuant to the terms of any applicable Leasehold Mortgage. If U.T. is the condemning authority, Landlord shall be entitled to the entire Award. (c) If this Lease is not terminated as a result outstanding amount of the condemnation as expressly permitted above, any condemnation proceeds received by either Landlord or Tenant, shall first be used to restore the Improvements to an architecturally whole unit (while retaining such Improvement’s prior and intended purpose, function and quality to the extent reasonably possible), and, to the extent possible given the nature all undrawn Letters of the condemnation, to substantially the same or better condition as existed Credit immediately prior to such taking, and, if any proceeds remain thereafter, be divided between Landlord and Tenant draw. On each date on which a reduction in the proportions outstanding amount of undrawn Letters of Credit occurs other than on account of a payment made to a beneficiary pursuant to a draw on a Letter of Credit, then the Collateral Agent shall distribute from the Letters of Credit Collateral Account an amount equal to the product of (1) the amount then on deposit in the Letters of Credit Collateral Account and (2) a fraction, the numerator of which is the amount of such reduction in the outstanding amount of undrawn Letters of Credit and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such reduction, which amount shall be distributed as provided in clauses (a) and (b) the first paragraph of this Section 13.35.10. With respect At such time as the outstanding amount of all undrawn Letters of Credit is reduced to such restorationzero, Landlord shall have no approval or consent rights on development that is partially subject to such condemnationany amount remaining in the Letters of Credit Collateral Account, which after the distribution therefrom as provided above, shall be subject only to Legal Requirements. Any condemnation proceeds shall be held and disbursed distributed as provided in the same manner as proceeds from a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant pursuant to first paragraph of this Article XIV shall be disbursed in accordance with the terms of the Leasehold MortgageSection 5.10. (d) If Landlord or Tenant receives notice of any proposed or pending condemnation proceeding affecting the Property, the party receiving such notice shall promptly notify the other party, the Fee Mortgagee (if it shall have given to such party notice of the address of such Fee Mortgagee), and any Registered Leasehold Mortgagee.

Distribution of Proceeds. In All amounts owing with respect to ------------------------ the Secured Obligations shall be secured by the Collateral without distinction as to whether some Secured Obligations are then due and payable and other Secured Obligations are not then due and payable. Upon any condemnation proceedingrealization upon the Collateral, by acceptance of the Senior Secured Debt or execution and delivery of the Exchange Notes Indenture or the Subordinated Debt Indenture, as the case may be, the parties will request Secured Parties agree that the condemning authority grant separate awards for value of the Fee Estate taken and the Leasehold Estate taken. (a) If the condemning authority grants separate awards, then Landlord proceeds thereof shall be entitled to the award for the value of the then current Fee Estate and Tenant shallapplied, unless U.T. is the condemning authority, be entitled to the award for the value of the Leasehold Estate (but without duplication). If U.T. is the condemning authority, Landlord shall be entitled to the entire Award. (bi) If the condemning authority refuses to grant separate awards, then the parties shall have the Property that is being taken appraised (by a Qualified Appraiser) and valued as if the condemnation had not occurred. Such appraisal process will determine the percentage of any award that should be attributed to the Fee Estate (the “Fee Estate Percentage”) and the percentage of any award that should be attributed to the Leasehold Estate (the “Leasehold Estate Percentage”) (and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled to the Fee Estate Percentage of any award and, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage of the award which shall be disbursed by Tenant in accordance with and pursuant to the terms of any applicable Leasehold Mortgage. If U.T. is the condemning authority, Landlord shall be entitled to the entire Award. (c) If this Lease is not terminated as a result of the condemnation as expressly permitted above, any condemnation proceeds received by either Landlord or Tenant, shall first be used to restore the Improvements to an architecturally whole unit (while retaining such Improvement’s prior and intended purpose, function and quality to the extent reasonably possible), andfirst, to the extent possible given amounts owing by the nature Grantor to the Collateral Agent solely in its capacity as Collateral Agent hereunder pursuant to this Agreement, (ii) second, ratably to the payment of all amounts of interest outstanding on the Senior Secured Debt according to the aggregate amounts of such interest then owing to each Senior Secured Debt Purchaser, (iii) third, ratably to all amounts of principal outstanding under the Senior Secured Debt according to the aggregate amounts of such principal then owing to each Senior Secured Debt Purchaser, (iv) fourth, ratably to all other amounts then due to the Senior Secured Debt Purchasers, including fees and expenses, (v) fifth, to all fees and out-of-pocket expenses owed to the Senior Debt Trustee and Subordinated Debt Trustee under the Exchange Note Indenture and the Subordinated Debt Indenture, as the case may be, (vi) sixth, ratably to the payment of all amounts of interest outstanding on the Exchange Notes according to the aggregate amounts of such interest then owing to each holder thereof, (vii) seventh, ratably to all amounts of principal outstanding under the Exchange Notes according to the aggregate amounts of principal then owing to each holder thereof, (viii) eighth, ratably to all other amounts then due to the holders of the condemnationExchange Notes, including fees and expenses, (ix) ninth, ratably to substantially the same payment of all amounts of interest outstanding on the Convertible Subordinated Debt according to the aggregate amounts of interest then owing to each Convertible Subordinated Debt Purchaser, (x) tenth, ratably to all amounts of principal outstanding under the Convertible Subordinated Debt according to the aggregate amounts of principal then owing to each Convertible Subordinated Debt Purchaser, (xi) eleventh, ratably to all other amounts then due to the Convertible Subordinated Debt Purchasers, including fees and expenses and (xii) twelfth, the balance, if any, shall be returned to the Grantor or better condition such other Persons as existed immediately are entitled thereto. Upon the request of the Collateral Agent prior to such takingany distribution under this Section 10(h), andeach Secured ------------- Party shall provide to the Collateral Agent certificates, if any proceeds remain thereafterin form and substance reasonably satisfactory to the Collateral Agent, be divided between Landlord and Tenant in setting forth the proportions as provided respective amounts referred to in clauses (aii) and through (bxi) of Section 13.3. With respect above that each such Secured Party believes it is entitled to receive, together with such restoration, Landlord shall have no approval wire transfer information or consent rights on development that is partially subject to such condemnation, which shall be subject only to Legal Requirements. Any condemnation proceeds shall be held and disbursed in other payment instructions as the same manner as proceeds from a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant pursuant to this Article XIV shall be disbursed in accordance with the terms of the Leasehold MortgageCollateral Agent may reasonably request. (d) If Landlord or Tenant receives notice of any proposed or pending condemnation proceeding affecting the Property, the party receiving such notice shall promptly notify the other party, the Fee Mortgagee (if it shall have given to such party notice of the address of such Fee Mortgagee), and any Registered Leasehold Mortgagee.

Distribution of Proceeds. In At all times, all proceeds of Lender Collateral and Receivables Assets shall be distributed in accordance with the following procedure: (i) Subject to the subordination provisions of Section 2.01(a), all proceeds of the Lender Collateral shall be paid to the Lender Agent for application on the Lender Claim and other obligations and liabilities owing under the Loan Agreement and other Loan Documents until the Lender Claim and such other obligations and liabilities have been paid and satisfied in full in cash and the Loan Agreement is terminated; and (ii) any condemnation proceedingremaining proceeds shall be paid to Cxxxxx Tire or as otherwise required by applicable law, and the Transferor and the Administrator (for itself and on behalf of each Receivables Purchaser) agrees that none of the Transferor, the parties will request Administrator or the Receivables Purchasers have, nor shall they have, any Receivables Interest in such remaining proceeds. The foregoing shall not, however, impair any claim or any right or remedy that the condemning authority grant separate awards for value of Transferor, the Fee Estate taken and Administrator or the Leasehold Estate taken. (a) If Receivables Purchasers may have against Cxxxxx Tire under the condemning authority grants separate awards, then Landlord shall be entitled to the award for the value of the then current Fee Estate and Tenant shall, unless U.T. is the condemning authority, be entitled to the award for the value of the Leasehold Estate (but without duplication). If U.T. is the condemning authority, Landlord shall be entitled to the entire AwardReceivables Documents or otherwise. (b) If the condemning authority refuses to grant separate awards, then the parties shall have the Property that is being taken appraised (by a Qualified Appraiser) and valued as if the condemnation had not occurred. Such appraisal process will determine the percentage of any award that should be attributed Subject to the Fee Estate (subordination provisions of Section 2.02(a), all proceeds of the “Fee Estate Percentage”) and the percentage of any award that should Receivables Assets shall be attributed paid to the Leasehold Estate (Administrator for application against the “Leasehold Estate Percentage”) (and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled to the Fee Estate Percentage of any award and, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage of the award which shall be disbursed by Tenant Receivables Claim in accordance with the Receivables Documents until the Receivables Claim has been paid and pursuant satisfied in full in cash and the Receivables Documents have terminated; and (ii) subject to Section 2.01 hereof, any remaining proceeds shall be paid to the terms Transferor or as otherwise required by applicable law. The Lender Agent (for itself and on behalf of each Lender) agrees that, except as set forth in Section 2.01 hereof, neither the Lender Agent nor the Lenders have, nor shall they have, any applicable Leasehold MortgageLender Interest in such remaining proceeds. If U.T. is The foregoing shall not, however, impair any claim or any right or remedy that the condemning authority, Landlord shall be entitled to Lender Agent or the entire AwardLenders may have against Cxxxxx Tire under the Loan Documents or otherwise. (c) If this Lease is not terminated as a result of the condemnation as expressly permitted above, any condemnation proceeds received by either Landlord or Tenant, shall first be used to restore the Improvements to an architecturally whole unit (while retaining such Improvement’s prior and intended purpose, function and quality to the extent reasonably possible), andThe Administrator agrees that, to the extent possible given the nature collections with respect to any Lender Collateral are on deposit in any Lock-Box Account, each of the condemnationAdministrator and the Servicer shall use its commercially reasonable efforts to identify such collections, and when so identified, will cause such collections to be paid to an account of the Originator controlled by the Lender Agent so long as the forwarding of such collections would not violate any law, governmental rule, regulation or court order. The Lender Agent agrees that, to substantially the same or better condition as existed immediately prior to such taking, and, if any proceeds remain thereafter, be divided between Landlord and Tenant in the proportions as provided in clauses (a) and (b) of Section 13.3. With respect to such restoration, Landlord shall have no approval or consent rights on development that is partially subject to such condemnation, which shall be subject only to Legal Requirements. Any condemnation proceeds shall be held and disbursed in the same manner as proceeds from a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant pursuant to this Article XIV shall be disbursed in accordance with the terms extent collections of the Leasehold MortgageReceivables Assets are on deposit in an account controlled by the Lender Agent, each of the Lender Agent and any applicable servicer under the Loan Documents will use its commercially reasonable efforts to identify such collections, and when so identified, cause such collections to be paid to the Lock-Box Account identified by the Administrator so long as the forwarding of such collections would not violate any law, governmental rule, regulation or court order. (d) If Landlord or Tenant receives notice any Inventory of any proposed or pending condemnation proceeding affecting Cxxxxx Tire has been commingled with Returned Goods in which the PropertyReceivables Interest continues as provided in Section 2.01(a) above (such Returned Goods and commingled Inventory, to the extent consisting of the same type and quality as such Returned Goods, collectively, the party receiving such notice shall promptly notify the other party, the Fee Mortgagee (if it shall have given to such party notice of the address of such Fee Mortgagee“Commingled Property”), and the Lender Agent or any Registered Leasehold MortgageeLender receives any proceeds on account of such Commingled Property (whether by reason of sale or by reason of insurance payments on account thereof) prior to release of the Receivables Interest in the Returned Goods included in such Commingled Property, then: (i) all proceeds of such Commingled Property shall be paid to the Lender Agent, and the Lender Agent shall, immediately upon receipt of such proceeds, pay to the Administrator for application against the Receivables Claim a share of such proceeds equal to the dollar amount of such proceeds multiplied by a fraction, the numerator of which equals the book value of such commingled Returned Goods and the denominator of which equals the book value of all of such Commingled Property; and (ii) any remaining proceeds shall be paid to the Lender Agent for application against the Lender Claim.

Distribution of Proceeds. In At all times, all proceeds of Lender Collateral and Receivables Assets shall be distributed in accordance with the following procedure: (i) All proceeds of the Lender Collateral shall be paid to the Lender Collateral Agent for application on the Lender Claim and other obligations and liabilities owing under the Credit Agreement and other Loan Documents until the Lender Claim and such other obligations and liabilities have been paid and satisfied in full in cash and the Credit Agreement is terminated; and (ii) any condemnation proceedingremaining proceeds shall be paid to AK Steel or as otherwise required by applicable law, and the Transferor and the Purchaser Agent (for itself and on behalf of each Receivables Purchaser) agrees that none of the Transferor, the parties will request Purchaser Agent or the Receivables Purchasers have, nor shall they have, any Receivables Interest in such remaining proceeds. The foregoing shall not, however, impair any claim or any right or remedy that the condemning authority grant separate awards for value of Transferor, the Fee Estate taken and Purchaser Agent or the Leasehold Estate takenReceivables Purchasers may have against AK Steel under the Receivables Documents or otherwise. (ai) If All proceeds of the condemning authority grants separate awards, then Landlord Receivables Assets shall be entitled paid to the award Purchaser Agent for application against the value of the then current Fee Estate Receivables Claim and Tenant shall, unless U.T. is the condemning authority, be entitled to the award for the value of the Leasehold Estate (but without duplication). If U.T. is the condemning authority, Landlord shall be entitled to the entire Award. (b) If the condemning authority refuses to grant separate awards, then the parties shall have the Property that is being taken appraised (by a Qualified Appraiser) and valued as if the condemnation had not occurred. Such appraisal process will determine the percentage of any award that should be attributed to the Fee Estate (the “Fee Estate Percentage”) and the percentage of any award that should be attributed to the Leasehold Estate (the “Leasehold Estate Percentage”) (and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled to the Fee Estate Percentage of any award and, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage of the award which shall be disbursed by Tenant application in accordance with the Receivables Documents until the Receivables Claim has been paid and pursuant satisfied in full in cash and the Receivables Documents have terminated; and (ii) subject to Section 2.01 hereof, any remaining proceeds shall be paid to the terms Transferor or as otherwise required by applicable law. Each Lender Agent (for itself and on behalf of each Lender) agrees that, except as set forth in Section 2.01 hereof, neither such Lender Agent nor the Lenders have, nor shall they have, any applicable Leasehold MortgageLender Interest in such remaining proceeds. If U.T. is The foregoing shall not, however, impair any claim or any right or remedy that any Lender Agent or the condemning authority, Landlord shall be entitled to Lenders may have against AK Steel under the entire AwardLoan Documents or otherwise. (c) If this Lease is not terminated as a result In the event that any of the condemnation Transferor, the Purchaser Agent or any Receivables Purchaser now or hereafter obtains possession of any Lender Collateral, it shall immediately deliver to the Lender Collateral Agent such Lender Collateral (and until delivered to the Lender Collateral Agent such Lender Collateral shall be held for the Lender Collateral Agent); provided, however, that, prior to the earlier of the commencement of an Enforcement Period or the delivery of a Receivables Termination Notice, AK Steel, in its capacity as expressly permitted aboveOriginator under the Receivables Purchase Agreement or as Servicer under the Purchase and Servicing Agreement, any condemnation proceeds received may make payments to the Transferor or the Purchaser Agent of yield, interest, and other amounts in respect of the Receivables Claim, in each case as required to be paid by either Landlord it under the Receivables Purchase Agreement or Tenantthe Purchase and Servicing Agreement from amounts held in trust pursuant to Section 5.07 or 5.09 of the Purchase and Servicing Agreement or otherwise from its cash on hand, shall first be used to restore and the Improvements to an architecturally whole unit (while retaining Transferor, the Purchaser Agent, and each Receivables Purchaser may retain such Improvement’s prior and intended purpose, function and quality payments to the extent reasonably possible), and, permitted under the Purchase and Servicing Agreement. Subject to the extent possible given the nature foregoing proviso, each of the condemnationTransferor and the Purchaser Agent (for itself and on behalf of each Receivables Purchaser) further agrees to turn over immediately the proceeds of any Disposition of Lender Collateral that it (or any Receivables Purchaser) might receive while any Lender Claim, any other obligations or liabilities under the Credit Agreement, any Loan Document or any commitment to substantially the same or better condition as existed immediately prior to such takingmake financial accommodations thereunder remain outstanding, and, if regardless of whether any proceeds remain thereafter, be divided between Landlord Lender Agent has a perfected and Tenant enforceable lien in the proportions as provided in clauses (a) and (b) assets of Section 13.3. With respect to AK Steel from which the proceeds of any such restoration, Landlord shall Disposition have no approval or consent rights on development that is partially subject to such condemnation, which shall be subject only to Legal Requirements. Any condemnation proceeds shall be held and disbursed in the same manner as proceeds from a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant pursuant to this Article XIV shall be disbursed in accordance with the terms of the Leasehold Mortgagebeen received. (d) If Landlord In the event that AK Steel, any Lender or Tenant receives notice any Lender Agent now or hereafter obtains possession of any proposed Receivables Assets, it shall immediately deliver to the Purchaser Agent such Receivables Assets (and until delivered to the Purchaser Agent such Receivables Assets shall be held for the Purchaser Agent); provided, however, that, prior to the earlier of the commencement of an Enforcement Period or pending condemnation proceeding affecting the Propertydelivery of a Receivables Termination Notice, the party receiving Transferor, in its capacity as Buyer under the Receivables Purchase Agreement, may make payments to AK Steel of the purchase price of Purchased Receivables as required under the Receivables Purchase Agreement from amounts received from the Receivables Purchasers pursuant to Section 2.06 of the Purchase and Servicing Agreement or reinvestments under Section 5.07 of the Purchase and Servicing Agreement or otherwise from its cash on hand, and AK Steel, each Lender, and each Lender Agent may retain such payments to the extent permitted under the Credit Agreement. Subject to the foregoing proviso, AK Steel and each Lender Agent (for itself and on behalf of each Lender) further agrees to turn over immediately the proceeds of any Disposition of Receivables Assets to the Purchaser Agent that it (or any Lender) might receive while any Receivables Claim, any other obligations or liabilities under the Receivables Documents or any commitment to make financial accommodations thereunder remain outstanding, regardless of whether the Purchaser Agent has a perfected and enforceable lien in the assets from which the proceeds of such Disposition have been received. From and after the receipt by the Lender Collateral Agent of written notice shall promptly notify from the other partyPurchaser Agent that the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full, the Fee Mortgagee (if it Lender Agents shall have given make all payments and deliveries required under this Section 2.03(d) to such party notice the Transferor instead of the address Purchaser Agent. (e) AK Steel agrees to keep all Returned Goods segregated from Inventory. If any Inventory of AK Steel has been commingled with Returned Goods in which the Receivables Interest continues as provided in Section 2.01 above (such Fee MortgageeReturned Goods and commingled Inventory, to the extent consisting of the same type and quality as such Returned Goods, collectively, the "Commingled Property"), and any Registered Leasehold MortgageeLender Agent or any Lender receives any (i) all proceeds of such Commingled Property shall be paid to the Lender Collateral Agent, and the Lender Collateral Agent shall, immediately upon receipt of such proceeds, pay to the Purchaser Agent for application against the Receivables Claim a share of such proceeds equal to the dollar amount of such proceeds multiplied by a fraction, the numerator of which equals the book value of such commingled Returned Goods and the denominator of which equals the book value of all of such Commingled Property; and (ii) any remaining proceeds shall be paid to the Lender Administrative Agent for application against the Lender Claim. (f) AK Steel agrees to keep all Commingled Property segregated from other

Distribution of Proceeds. In any condemnation proceedingAt all times, all proceeds of Lenders Collateral and Receivables Assets shall be distributed in accordance with the parties will request that the condemning authority grant separate awards for value of the Fee Estate taken and the Leasehold Estate taken.following procedure: (a) If All proceeds of the condemning authority grants separate awards, then Landlord Lenders Collateral shall be entitled paid to the award Lenders Agent for application on the value Lenders Claim and other obligations and liabilities owing under the Credit Agreement and other Loan Documents until the Lenders Claim and such other obligations and liabilities have been paid and satisfied in full in cash and each of the then current Fee Estate Credit Agreement and Tenant shallthe other Loan Documents is terminated and, unless U.T. is thereafter, any remaining proceeds shall be paid to WESCO or the condemning authorityappropriate Loan Party, be entitled to or as otherwise required by applicable law. The Receivables Seller and the award Receivables Agent (for the value itself and on behalf of each Receivables Purchaser) agrees that none of the Leasehold Estate (but without duplication)Receivables Seller, the Receivables Agent or the Receivables Purchasers have, nor shall they have, any Receivables Interest in such remaining proceeds. If U.T. is The foregoing shall not, however, impair any claim or any right or remedy which the condemning authorityReceivables Seller, Landlord shall be entitled to the entire AwardReceivables Agent, the Purchaser Agents or the Receivables Purchasers may have against WESCO or any other Originator under the Receivables Documents or otherwise. (b) If All proceeds of the condemning authority refuses to grant separate awards, then the parties Receivables Assets shall have the Property that is being taken appraised (by a Qualified Appraiser) and valued as if the condemnation had not occurred. Such appraisal process will determine the percentage of any award that should be attributed paid to the Fee Estate (Receivables Agent for application against the “Fee Estate Percentage”) Receivables Claim and the percentage of any award that should be attributed to the Leasehold Estate (the “Leasehold Estate Percentage”) (and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled to the Fee Estate Percentage of any award and, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage of the award which shall be disbursed by Tenant for application in accordance with the Receivables Documents until the Receivables Claim has been paid and pursuant satisfied in full in cash and the Receivables Documents have terminated and, thereafter, any remaining proceeds shall be paid to the terms Receivables Seller or as otherwise required by applicable law. The Lenders Agent (for itself and on behalf of the Lenders) agrees that neither the Lenders Agent nor the Lenders have, nor shall they have, any applicable Leasehold MortgageLenders Interest in such remaining proceeds. If U.T. is The foregoing shall not, however, impair any claim or any right or remedy which the condemning authority, Landlord shall be entitled to Lenders Agent or the entire AwardLenders may have against WESCO or any other Originator under the Loan Documents or otherwise. (c) If this Lease is not terminated as a result In the event that any of the condemnation as expressly permitted aboveReceivables Seller, the Receivables Agent or the Receivables Purchasers now or hereafter obtains possession of any condemnation proceeds received by either Landlord or TenantLenders Collateral, it shall first be used to restore the Improvements to an architecturally whole unit (while retaining such Improvement’s prior and intended purpose, function and quality immediately deliver to the extent reasonably possible), and, Lenders Agent such Lenders Collateral (and until delivered to the extent possible given the nature of the condemnation, to substantially the same or better condition as existed immediately prior to Lenders Agent such taking, and, if any proceeds remain thereafter, be divided between Landlord and Tenant in the proportions as provided in clauses (a) and (b) of Section 13.3. With respect to such restoration, Landlord shall have no approval or consent rights on development that is partially subject to such condemnation, which shall be subject only to Legal Requirements. Any condemnation proceeds Lenders Collateral shall be held in trust for the Lenders Agent). Each of the Receivables Seller, the Receivables Agent (for itself and disbursed on behalf of each Receivables Purchaser) further agrees to immediately turn over the proceeds of any Disposition of Lenders Collateral which it (or any Receivables Purchaser) might receive while any Lenders Claim, any other obligations or liabilities under the Credit Agreement, any other Loan Document or any commitment to make financial accommodations thereunder remain outstanding, regardless of whether the Lenders Agent has a perfected and enforceable lien in the same manner as assets of WESCO or any other Originator from which the proceeds from a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant pursuant to this Article XIV shall be disbursed in accordance with the terms of the Leasehold Mortgageany such Disposition have been received. (d) If Landlord In the event that any of the Lenders or Tenant receives notice the Lenders Agent now or hereafter obtains possession of any proposed or pending condemnation proceeding affecting the PropertyReceivables Assets, the party receiving such notice shall promptly notify the other party, the Fee Mortgagee (if it shall have given immediately deliver to the Receivables Agent such party notice Receivables Assets (and until delivered to the Receivables Agent such Receivables Assets shall be held in trust for the Receivables Agent). The Lenders Agent (for itself and on behalf of each Lenders) further agrees to immediately turn over the address proceeds of any Disposition of Receivables Assets to the Receivables Agent which it (or the Lenders) might receive while any Receivables Claim, any other obligations or liabilities under the Receivables Documents or any commitment to make financial accommodations thereunder remain outstanding, regardless of whether the Receivables Agent has a perfected and enforceable lien in the assets from which the proceeds of such Fee Mortgagee)Disposition have been received. (e) To the extent that any Inventory of WESCO or any other Originator has been commingled with Returned Goods in which the Receivables Interest continues as provided in Section 2.1 above, and the Lenders Agent or any Registered Leasehold MortgageeLenders receives any proceeds on account of such Returned Goods (whether by reason of sale or by reason of insurance payments on account thereof) prior to release of such Receivables Interest, then all proceeds of such Returned Goods shall, promptly upon receipt of such proceeds by Lenders Agent, be paid to the Receivables Agent for application against the Receivables Claim.

Distribution of Proceeds. In All amounts owing with respect to the Senior Secured Obligations shall be secured pro rata by the Collateral without distinction as to whether some Senior Secured Obligations are then due and payable and other Senior Secured Obligations are not then due and payable. Upon the occurrence of and following a Liquidity Event with respect to any condemnation proceedingamounts received by the Collateral Agent from any Creditor under Section 5.11 hereof, or upon any realization upon the Collateral and/or the receipt of any payments under any Security Document, enforcement of any Guaranty Agreement or exercise of any right of setoff or recoupment by any Creditor, the parties will request Creditors agree that the condemning authority grant separate awards for value of the Fee Estate taken and the Leasehold Estate taken.proceeds thereof shall be applied as follows: (a) If the condemning authority grants separate awardsfirst, then Landlord shall be entitled to the award for amounts owing to the value Collateral Agent (solely in its capacity as such) by the Loan Parties or the Creditors pursuant to this Agreement or the Security Documents, including, without limitation, payment of expenses incurred by the Collateral Agent with respect to maintenance and protection of the then current Fee Estate Collateral and Tenant shall, unless U.T. is the condemning authority, be entitled of expenses incurred with respect to the award for the value sale of or realization upon any of the Leasehold Estate Collateral or the perfection, enforcement or protection of the rights of the Creditors (but without duplicationincluding reasonable attorneys’ fees and expenses of every kind). If U.T. is the condemning authority, Landlord shall be entitled to the entire Award. ; (b) If second, to the condemning authority refuses payment of all unreimbursed amounts paid by the Creditors to grant separate awardseach Agent-Related Person pursuant to Section 4.6 hereof, pro rata in proportion to the respective unreimbursed amounts thereof paid by each such Creditor; (c) third, equally and ratably to the payment of all amounts of accrued interest outstanding which constitute the Senior Secured Obligations according to the aggregate amounts of such interest then owing to each Creditor; (d) fourth, equally and ratably to all other amounts then due to the parties Creditors under the Bank Credit Agreements and the Note Agreement, including without limitation, principal, L/C Exposure outstanding with respect to the Senior Secured Obligations, Other Lender Provided Financial Service Product Obligations, Lender Provided Interest Rate Hedge Obligations, breakage costs, Make-Whole Amounts, letter of credit fees, commitment fees and fees and expenses not theretofore paid above according to the aggregate amounts of the foregoing then owing to each Creditor; provided that such equal and ratable distribution shall have the Property that is being taken appraised (by be undertaken in a Qualified Appraiser) and valued as if the condemnation had manner which does not occurred. Such appraisal process will determine the percentage apply Collateral of any award that should Guarantor to “Excluded Swap Obligations” (as defined in the Bank Credit Agreement; and (e) fifth, the balance, if any, shall be attributed returned to the Fee Estate Borrower, the applicable Guarantor, or such other Persons as are entitled thereto. Any payment required to be made by the Collateral Agent pursuant to this Section 5.10 with respect to the outstanding amount of any undrawn Letters of Credit shall be held by the Collateral Agent on deposit in an account (the “Fee Estate PercentageLetters of Credit Collateral Account”) to be held as collateral for the Senior Secured Obligations and disposed of as provided herein. On each date on which a payment is made to a beneficiary pursuant to a draw on a Letter of Credit, the Collateral Agent shall distribute from the Letters of Credit Collateral Account for application to the payment of the reimbursement obligation due to the Lenders with respect to such draw an amount equal to the product of (1) the amount then on deposit in the Letters of Credit Collateral Account, and (2) a fraction, the numerator of which is the amount of such draw and the percentage denominator of any award that should be attributed to the Leasehold Estate (the “Leasehold Estate Percentage”) (and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled to the Fee Estate Percentage of any award and, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage of the award which shall be disbursed by Tenant in accordance with and pursuant to the terms of any applicable Leasehold Mortgage. If U.T. is the condemning authority, Landlord shall be entitled to the entire Award. (c) If this Lease is not terminated as a result outstanding amount of the condemnation as expressly permitted above, any condemnation proceeds received by either Landlord or Tenant, shall first be used to restore the Improvements to an architecturally whole unit (while retaining such Improvement’s prior and intended purpose, function and quality to the extent reasonably possible), and, to the extent possible given the nature all undrawn Letters of the condemnation, to substantially the same or better condition as existed Credit immediately prior to such taking, and, if any proceeds remain thereafter, be divided between Landlord and Tenant draw. On each date on which a reduction in the proportions outstanding amount of undrawn Letters of Credit occurs other than on account of a payment made to a beneficiary pursuant to a draw on a Letter of Credit, then the Collateral Agent shall distribute from the Letters of Credit Collateral Account an amount equal to the product of (1) the amount then on deposit in the Letters of Credit Collateral Account, and (2) a fraction, the numerator of which is the amount of such reduction in the outstanding amount of undrawn Letters of Credit and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such reduction, which amount shall be distributed as provided in clauses (a) and (b) the first paragraph of this Section 13.35.10. With respect At such time as the outstanding amount of all undrawn Letters of Credit is reduced to such restorationzero, Landlord shall have no approval or consent rights on development that is partially subject to such condemnationany amount remaining in the Letters of Credit Collateral Account, which after the distribution therefrom as provided above, shall be subject only to Legal Requirements. Any condemnation proceeds shall be held and disbursed distributed as provided in the same manner as proceeds from a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant pursuant to first paragraph of this Article XIV shall be disbursed in accordance with the terms of the Leasehold MortgageSection 5.10. (d) If Landlord or Tenant receives notice of any proposed or pending condemnation proceeding affecting the Property, the party receiving such notice shall promptly notify the other party, the Fee Mortgagee (if it shall have given to such party notice of the address of such Fee Mortgagee), and any Registered Leasehold Mortgagee.

Distribution of Proceeds. In At all times, all proceeds of Lender Collateral and Receivables Assets shall be distributed in accordance with the following procedure: (i) All proceeds of the Lender Collateral shall be paid to the Lender Agent for application on the Lender Claim and other obligations and liabilities owing under the Credit Agreement and other Loan Documents until the Lender Claim and such other obligations and liabilities have been paid and satisfied in full in cash and the Credit Agreement is terminated; and (ii) any condemnation proceedingremaining proceeds shall be paid to USS or as otherwise required by applicable law, and the Transferor and the Receivables Collateral Agent (for itself and on behalf of each Receivables Purchaser) agrees that none of the Transferor, the parties will request that Receivables Collateral Agent or the condemning authority grant separate awards for value of Receivables Purchasers have, nor shall they have, any Receivables Interest in such remaining proceeds. The foregoing shall not, however, impair any claim or any right or remedy which the Fee Estate taken and Transferor, the Leasehold Estate takenReceivables Collateral Agent, the Funding Agents or the Receivables Purchasers may have against USS under the Receivables Documents or otherwise. (ai) If All proceeds of the condemning authority grants separate awards, then Landlord Receivables Assets shall be entitled paid to the award Receivables Collateral Agent for application against the value of the then current Fee Estate Receivables Claim and Tenant shall, unless U.T. is the condemning authority, be entitled to the award for the value of the Leasehold Estate (but without duplication). If U.T. is the condemning authority, Landlord shall be entitled to the entire Award. (b) If the condemning authority refuses to grant separate awards, then the parties shall have the Property that is being taken appraised (by a Qualified Appraiser) and valued as if the condemnation had not occurred. Such appraisal process will determine the percentage of any award that should be attributed to the Fee Estate (the “Fee Estate Percentage”) and the percentage of any award that should be attributed to the Leasehold Estate (the “Leasehold Estate Percentage”) (and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled to the Fee Estate Percentage of any award and, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage of the award which shall be disbursed by Tenant application in accordance with the Receivables Documents until the Receivables Claim has been paid and pursuant satisfied in full in cash and the Receivables Documents have terminated; and (ii) subject to Section 2.1 hereof, any remaining proceeds shall be paid to the terms Transferor or as otherwise required by applicable law. The Lender Agent (for itself and on behalf of each Lender) agrees that, except as set forth in Section 2.1 hereof, neither the Lender Agent nor the Lenders have, nor shall they have, any applicable Leasehold MortgageLender Interest in such remaining proceeds. If U.T. is The foregoing shall not, however, impair any claim or any right or remedy which the condemning authority, Landlord shall be entitled to Lender Agent or the entire AwardLenders may have against USS under the Loan Documents or otherwise. (c) If this Lease is not terminated as a result any of the condemnation as expressly permitted aboveTransferor, the Receivables Collateral Agent or the Receivables Purchasers now or hereafter obtains possession of any condemnation proceeds received by either Landlord or TenantLender Collateral, it shall first be used to restore the Improvements to an architecturally whole unit (while retaining such Improvement’s prior and intended purpose, function and quality immediately deliver to the extent reasonably possible), and, Lender Agent such Lender Collateral (and until delivered to the extent possible given the nature of the condemnation, to substantially the same or better condition as existed immediately prior to Lender Agent such taking, and, if any proceeds remain thereafter, be divided between Landlord and Tenant in the proportions as provided in clauses (a) and (b) of Section 13.3. With respect to such restoration, Landlord shall have no approval or consent rights on development that is partially subject to such condemnation, which shall be subject only to Legal Requirements. Any condemnation proceeds Lender Collateral shall be held in trust for the Lender Agent). Each of the Transferor, the Receivables Collateral Agent (for itself and disbursed on behalf of each Receivables Purchaser) further agrees to immediately turn over the proceeds of any Disposition of Lender Collateral which it (or any Receivables Purchaser) might receive while any Lender Claim, any other obligations or liabilities under the Credit Agreement, any Loan Document or any commitment to make financial accommodations thereunder remain outstanding, regardless of whether the Lender Agent has a perfected and enforceable lien in the same manner as assets of USS from which the proceeds from a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant pursuant to this Article XIV shall be disbursed in accordance with the terms of the Leasehold Mortgageany such Disposition have been received. (d) If Landlord the Borrower, the Lenders or Tenant receives notice the Lender Agent now or hereafter obtains possession of any proposed Receivables Assets, it shall immediately deliver to the Receivables Collateral Agent such Receivables Assets (and until delivered to the Receivables Collateral Agent such Receivables Assets shall be held in trust for the Receivables Collateral Agent). The Borrower and the Lender Agent (for itself and on behalf of each Lender) further agrees to immediately turn over the proceeds of any Disposition of Receivables Assets to the Receivables Collateral Agent which it (or pending condemnation proceeding affecting any Lender) might receive while any Receivables Claim, any other obligations or liabilities under the PropertyReceivables Documents or any commitment to make financial accommodations thereunder remain outstanding, regardless of whether the Receivables Collateral Agent has a perfected and enforceable lien in the assets from which the proceeds of such Disposition have been received. (e) USS agrees to keep all Returned Goods identified so they can easily be segregated from Inventory. If any Inventory of USS has been commingled with Returned Goods in which the Receivables Interest continues as provided in Section 2.1, and the Lender Agent or any Lender receives any proceeds on account of such inventory (whether by reason of sale or by reason of insurance payments on account thereof) prior to release of such Receivables Interest, then: (i) all proceeds of such inventory shall be paid to the Lender Agent and the Lender Agent shall, immediately upon receipt of such proceeds, pay to the Receivables Collateral Agent for application against the Receivables Claim a share of such proceeds equal to the dollar amount thereof multiplied by a fraction, the party receiving such notice shall promptly notify numerator of which equals the other party, the Fee Mortgagee (if it shall have given to such party notice book value of the address Returned Goods and the denominator of which equals the book value of all of the inventory on account of which the Lender Agent has received such Fee Mortgagee), cash proceeds; and (ii) any Registered Leasehold Mortgageeremaining proceeds shall be paid to the Lender Agent for application against the Lender Claim.

Distribution of Proceeds. In the event that, following the occurrence and during the continuance of any condemnation proceedingEvent of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, if any, such monies shall be distributed for application as follows: a) to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Agent in its capacity as such, the parties will request that the condemning authority grant separate awards for value of the Fee Estate taken Issuing Lenders in their capacity as such and the Leasehold Estate taken. Swing Loan Lenders in their capacity as such, ratably among the Agent, the Issuing Lenders and Swing Loan Lenders in proportion to the respective amounts described in this clause (a) If payable to them; b) to payment of that portion of the condemning authority grants separate awardsObligations constituting fees, then Landlord shall be entitled indemnities and other amounts (other than principal and interest) payable to the award for Lenders under the value of Loan Documents, including attorney fees, ratably among the then current Fee Estate and Tenant shall, unless U.T. is the condemning authority, be entitled Lenders in proportion to the award for the value of the Leasehold Estate (but without duplication). If U.T. is the condemning authority, Landlord shall be entitled to the entire Award. respective amounts described in this clause (b) If payable to them; c) to payment of that portion of the condemning authority refuses Obligations constituting accrued and unpaid interest on the Swing Loans; d) to grant separate awardspayment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, then ratably among the parties shall have Lenders and the Property that is being taken appraised (by a Qualified Appraiser) and valued as if the condemnation had not occurred. Such appraisal process will determine the percentage of any award that should be attributed Issuing Lenders in proportion to the Fee Estate respective amounts described in this clause (d) payable to them; e) to payment of that portion of the “Fee Estate Percentage”Obligations constituting unpaid principal of the Swing Loans; f) and to payment of that portion of the percentage Obligations constituting unpaid principal of any award that should be attributed the Loans, Reimbursement Obligations, other Letter of Credit Liabilities, ratably among the Lenders, the Issuing Lenders in proportion to the Leasehold Estate respective amounts described in this clause (the “Leasehold Estate Percentage”f) (and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled payable to the Fee Estate Percentage of any award andthem; provided, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage of the award which shall be disbursed by Tenant in accordance with and pursuant to the terms of any applicable Leasehold Mortgage. If U.T. is the condemning authority, Landlord shall be entitled to the entire Award. (c) If this Lease is not terminated as a result of the condemnation as expressly permitted above, any condemnation proceeds received by either Landlord or Tenant, shall first be used to restore the Improvements to an architecturally whole unit (while retaining such Improvement’s prior and intended purpose, function and quality to the extent reasonably possible), andhowever, to the extent possible given the nature of the condemnation, to substantially the same or better condition as existed immediately prior to such taking, and, if that any proceeds remain thereafter, be divided between Landlord and Tenant in the proportions as provided in clauses (a) and (b) of Section 13.3. With respect to such restoration, Landlord shall have no approval or consent rights on development that is partially subject to such condemnation, which shall be subject only to Legal Requirements. Any condemnation proceeds shall be held and disbursed in the same manner as proceeds from a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant amounts available for distribution pursuant to this Article XIV clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be disbursed in accordance with paid to the terms Agent for deposit into the Collateral Account; and g) the balance, if any, after all of the Leasehold MortgageObligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law. (d) If Landlord or Tenant receives notice of any proposed or pending condemnation proceeding affecting the Property, the party receiving such notice shall promptly notify the other party, the Fee Mortgagee (if it shall have given to such party notice of the address of such Fee Mortgagee), and any Registered Leasehold Mortgagee.

Distribution of Proceeds. In All amounts owing with respect ------------------------ to the Secured Obligations shall be secured by the Collateral without distinction as to whether some Secured Obligations are then due and payable and other Secured Obligations are not then due and payable. Upon any condemnation proceedingrealization upon the Collateral, by acceptance of the Senior Secured Debt or execution and delivery of the Exchange Notes Indenture or the Subordinated Debt Indenture or the Standstill Agreement, as the case may be, the parties will request Secured Parties agree that the condemning authority grant separate awards for value of the Fee Estate taken and the Leasehold Estate taken. (a) If the condemning authority grants separate awards, then Landlord proceeds thereof shall be entitled to the award for the value of the then current Fee Estate and Tenant shallapplied, unless U.T. is the condemning authority, be entitled to the award for the value of the Leasehold Estate (but without duplication). If U.T. is the condemning authority, Landlord shall be entitled to the entire Award. (bi) If the condemning authority refuses to grant separate awards, then the parties shall have the Property that is being taken appraised (by a Qualified Appraiser) and valued as if the condemnation had not occurred. Such appraisal process will determine the percentage of any award that should be attributed to the Fee Estate (the “Fee Estate Percentage”) and the percentage of any award that should be attributed to the Leasehold Estate (the “Leasehold Estate Percentage”) (and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled to the Fee Estate Percentage of any award and, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage of the award which shall be disbursed by Tenant in accordance with and pursuant to the terms of any applicable Leasehold Mortgage. If U.T. is the condemning authority, Landlord shall be entitled to the entire Award. (c) If this Lease is not terminated as a result of the condemnation as expressly permitted above, any condemnation proceeds received by either Landlord or Tenant, shall first be used to restore the Improvements to an architecturally whole unit (while retaining such Improvement’s prior and intended purpose, function and quality to the extent reasonably possible), andfirst, to the extent possible given amounts owing by the nature Grantor to the Collateral Agent solely in its capacity as Collateral Agent hereunder pursuant to this Agreement, (ii) second, ratably to the payment of all amounts of interest outstanding on the Series A Senior Secured Debt according to the aggregate amounts of such interest then owing to each Senior Secured Debt Purchaser, (iii) third, ratably to all amounts of principal outstanding under the Series A Senior Secured Debt according to the aggregate amounts of such principal then owing to each Senior Secured Debt Purchaser, (iv) fourth, ratably to the payment of all amounts of interest outstanding on the Series B Senior Secured Debt according to the aggregate amounts of such interest then owing to each Senior Secured Debt Purchaser then owning Series B Senior Secured Debt, (v) fifth, ratably to all amounts of principal outstanding under the Series B Senior Secured Debt according to the aggregate amounts of such principal then owing to each Senior Secured Debt Purchaser then owning Series B Senior Secured Debt, (vi) sixth, ratably to all other amounts then due to the Senior Secured Debt Purchasers, including fees and expenses, (vii) seventh, to all fees and out-of-pocket expenses owed to the Senior Debt Trustee and Subordinated Debt Trustee under the Exchange Note Indenture and the Subordinated Debt Indenture, as the case may be, (viii) eighth, ratably to the payment of all amounts of interest outstanding on the Exchange Notes according to the aggregate amounts of such interest then owing to each holder thereof, (ix) ninth, ratably to all amounts of principal outstanding under the Exchange Notes according to the aggregate amounts of principal then owing to each holder thereof, (x) tenth, ratably to all other amounts then due to the holders of the condemnationExchange Notes, including fees and expenses, (xi) eleventh, ratably to substantially the same payment of all amounts of interest outstanding on the Convertible Subordinated Debt according to the aggregate amounts of interest then owing to each Convertible Subordinated Debt Purchaser, (xii) twelfth, ratably to all amounts of principal outstanding under the Convertible Subordinated Debt according to the aggregate amounts of principal then owing to each Convertible Subordinated Debt Purchaser, (xiii) thirteenth, ratably to all other amounts then due to the Convertible Subordinated Debt Purchasers, including fees and expenses and (xiv) fourteenth, the balance, if any, shall be returned to the Grantor or better condition such other Persons as existed immediately are entitled thereto. Upon the request of the Collateral Agent prior to such takingany distribution under this Section 10(h), andeach Secured Party shall ------------- provide to the Collateral Agent certificates, if any proceeds remain thereafterin form and substance reasonably satisfactory to the Collateral Agent, be divided between Landlord and Tenant in setting forth the proportions as provided respective amounts referred to in clauses (aii) and through (bxiii) of Section 13.3. With respect above that each such Secured Party believes it is entitled to receive, together with such restoration, Landlord shall have no approval wire transfer information or consent rights on development that is partially subject to such condemnation, which shall be subject only to Legal Requirements. Any condemnation proceeds shall be held and disbursed in other payment instructions as the same manner as proceeds from a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant pursuant to this Article XIV shall be disbursed in accordance with the terms of the Leasehold MortgageCollateral Agent may reasonably request. (d) If Landlord or Tenant receives notice of any proposed or pending condemnation proceeding affecting the Property, the party receiving such notice shall promptly notify the other party, the Fee Mortgagee (if it shall have given to such party notice of the address of such Fee Mortgagee), and any Registered Leasehold Mortgagee."

Distribution of Proceeds. In At all times, all proceeds of ABL Lender Collateral and Receivables Assets shall be distributed in accordance with the following procedure: (i) All proceeds of the ABL Lender Collateral shall be paid to the ABL Agent for application on the ABL Lender Claim and other obligations and liabilities owing under the ABL Credit Agreement and other ABL Loan Documents until the ABL Lender Claim and such other obligations and liabilities have been paid and satisfied in full in cash; and (ii) except as otherwise provided in Section 2.3(e) hereof with respect to Returned Goods, any condemnation proceedingremaining proceeds of the ABL Lender Collateral shall be paid to the applicable Borrower or as otherwise required by applicable law, and, except as otherwise provided in Section 2.3(e) hereof with respect to Returned Goods, the parties will request Transferor and the Receivables Agent (for itself and on behalf of each Receivables Purchaser) agree that the condemning authority grant separate awards for value none of the Fee Estate taken and Transferor, the Leasehold Estate takenReceivables Agent or the Receivables Purchasers have, nor shall they have, any Receivables Interest in such remaining proceeds. The foregoing shall not, however, impair any claim or any right or remedy which the Transferor, the Receivables Agent or the Receivables Purchasers may have against any Originator under the Receivables Documents or otherwise. (ai) If All proceeds of the condemning authority grants separate awards, then Landlord Receivables Assets shall be entitled paid to the award Receivables Agent for application against the value of the then current Fee Estate Receivables Claim and Tenant shall, unless U.T. is the condemning authority, be entitled to the award for the value of the Leasehold Estate (but without duplication). If U.T. is the condemning authority, Landlord shall be entitled to the entire Award. (b) If the condemning authority refuses to grant separate awards, then the parties shall have the Property that is being taken appraised (by a Qualified Appraiser) and valued as if the condemnation had not occurred. Such appraisal process will determine the percentage of any award that should be attributed to the Fee Estate (the “Fee Estate Percentage”) and the percentage of any award that should be attributed to the Leasehold Estate (the “Leasehold Estate Percentage”) (and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled to the Fee Estate Percentage of any award and, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage of the award which shall be disbursed by Tenant application in accordance with the Receivables Documents until the Receivables Claim has been paid and pursuant satisfied in full in cash; and (ii) subject to Section 2.1 and Section 2.3(e) hereof, any remaining proceeds shall be paid to the terms Transferor or as otherwise required by applicable law. The ABL Agent (for itself and on behalf of each other ABL Secured Party) agrees that, except as set forth in Section 2.1 and Section 2.3(e) hereof, neither the ABL Agent nor the other ABL Secured Parties have, nor shall they have, any applicable Leasehold MortgageABL Lender Interest in such remaining proceeds. If U.T. is The foregoing shall not, however, impair any claim or any right or remedy which the condemning authority, Landlord shall be entitled to ABL Agent or the entire AwardABL Lenders or any other ABL Secured Party may have against any Borrower under the ABL Loan Documents or otherwise. (c) If this Lease is not terminated as a result In the event that any of the condemnation Transferor, the Receivables Agent or the Receivables Purchasers now or hereafter obtains possession of any ABL Lender Collateral, it shall, except as expressly permitted aboveotherwise provided in Section 2.3(e) hereof with respect to Returned Goods, any condemnation proceeds received by either Landlord or Tenant, shall first be used to restore the Improvements to an architecturally whole unit (while retaining such Improvement’s prior and intended purpose, function and quality immediately deliver to the extent reasonably possible), and, ABL Agent such ABL Lender Collateral (and until delivered to the extent possible given the nature of the condemnation, to substantially the same or better condition as existed immediately prior to ABL Agent such taking, and, if any proceeds remain thereafter, be divided between Landlord and Tenant in the proportions as provided in clauses (a) and (b) of Section 13.3. With respect to such restoration, Landlord shall have no approval or consent rights on development that is partially subject to such condemnation, which shall be subject only to Legal Requirements. Any condemnation proceeds ABL Lender Collateral shall be held in trust for the ABL Agent). Except as otherwise provided in Section 2.3(e) hereof with respect to Returned Goods, each of the Transferor, the Receivables Agent (for itself and disbursed on behalf of each Receivables Purchaser) further agrees to immediately turn over the proceeds of any Disposition of ABL Lender Collateral which it (or any Receivables Purchaser) might receive while any ABL Lender Claim, any other obligations or liabilities under the ABL Credit Agreement, any ABL Loan Document or any commitment to make financial accommodations thereunder remain outstanding, regardless of whether the ABL Agent has a perfected and enforceable lien in the same manner as proceeds from a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant pursuant to this Article XIV shall be disbursed in accordance with the terms assets of the Leasehold Mortgageapplicable Borrower from which the proceeds of any such Disposition have been received. (d) If Landlord In the event that any Borrower, the ABL Agent or Tenant receives notice any other ABL Secured Party now or hereafter obtains possession of any proposed or pending condemnation proceeding affecting Receivables Assets, it shall, except as otherwise provided in Section 2.3(e) hereof with respect to Returned Goods, immediately deliver to the PropertyReceivables Agent such Receivables Assets (and until delivered to the Receivables Agent such Receivables Assets shall be held in trust for the Receivables Agent). Except as otherwise provided in Section 2.3(e) hereof with respect to Returned Goods, the party receiving such notice shall promptly notify the other party, the Fee Mortgagee (if it shall have given to such party notice each of the address Borrowers and the ABL Agent (for itself and on behalf of each other ABL Secured Party) further agrees to immediately turn over the proceeds of any Disposition of Receivables Assets to the Receivables Agent which it (or any Secured Party) might receive while any Receivables Claim, any other obligations or liabilities under the Receivables Documents or any commitment to make financial accommodations thereunder remain outstanding, regardless of whether the Receivables Agent has a perfected and enforceable lien in the assets from which the proceeds of such Fee MortgageeDisposition have been received. (e) If any Inventory of a Borrower is commingled with Returned Goods in which the Receivables Interest continues as provided in Section 2.1 above, then, (i) if and so long as an Enforcement Period is not in effect, (x) such Returned Goods shall be deemed to have been sold in connection with the first Receivable or Receivables arising from the sale of such commingled inventory, and such Receivable or Receivables shall constitute Purchased Receivables, and (y) until such sale thereof in accordance with the preceding clause (x), (A) the Receivables Interest in such Returned Goods shall be junior in all respects to the ABL Lender Interest therein and (B) if the ABL Agent or any Registered Leasehold Mortgageeother ABL Secured Party receives any proceeds on account of the destruction or loss or other Disposition (not involving a sale in accordance with the preceding clause (x)) of such commingled inventory, all of such proceeds shall be paid to the ABL Agent, first, for application against the ABL Lender Claim and, second, to the extent of any remaining proceeds, to the Receivables Agent for application against the Receivables Claim, and (ii) if and so long as an Enforcement Period is in effect, (x) the ABL Lender Interest in such Returned Goods shall be junior in all respects to the Receivables Interest therein and (y) all Receivables and other proceeds arising from the Disposition of such commingled inventory (whether by reason of sale or by reason of insurance payments for the destruction or loss thereof otherwise) shall be allocated or paid, first, as Receivables Assets relating to the Purchased Receivable or Receivables in respect of which such Returned Goods relate and, second, to the extent of any excess, to the ABL Agent for application against the ABL Lender Claim. (f) Any payment by an Obligor in respect of any Receivable shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Receivables Agent, be applied as a Collection of any Purchased Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any Unsold Receivable or other obligation of such Obligor.

Distribution of Proceeds. In any condemnation proceedingAt all times, all proceeds of Lenders Collateral and Receivables Assets shall be distributed in accordance with the parties will request that the condemning authority grant separate awards for value of the Fee Estate taken and the Leasehold Estate taken.following procedure: (a) If All proceeds of the condemning authority grants separate awards, then Landlord Lenders Collateral shall be entitled paid to the award Lenders Agent for application on the value Lenders Claim and other obligations and liabilities owing under the Credit Agreement and other Loan Documents until the Lenders Claim and such other obligations and liabilities have been paid and satisfied in full in cash and each of the then current Fee Estate Credit Agreement and Tenant shallthe other Loan Documents is terminated and, unless U.T. is thereafter, any remaining proceeds shall be paid to WESCO or as otherwise required by applicable law. The Receivables Seller and the condemning authority, be entitled to the award Receivables Agent (for the value itself and on behalf of each Receivables Purchaser) agrees that none of the Leasehold Estate (but without duplication)Receivables Seller, the Receivables Agent or the Receivables Purchasers have, nor shall they have, any Receivables Interest in such remaining proceeds. If U.T. is The foregoing shall not, however, impair any claim or any right or remedy which the condemning authorityReceivables Seller, Landlord shall be entitled to the entire AwardReceivables Agent, the Purchaser Agents or the Receivables Purchasers may have against WESCO or any other Originator under the Receivables Documents or otherwise. (b) If All proceeds of the condemning authority refuses to grant separate awards, then the parties Receivables Assets shall have the Property that is being taken appraised (by a Qualified Appraiser) and valued as if the condemnation had not occurred. Such appraisal process will determine the percentage of any award that should be attributed paid to the Fee Estate (Receivables Agent for application against the “Fee Estate Percentage”) Receivables Claim and the percentage of any award that should be attributed to the Leasehold Estate (the “Leasehold Estate Percentage”) (and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled to the Fee Estate Percentage of any award and, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage of the award which shall be disbursed by Tenant for application in accordance with the Receivables Documents until the Receivables Claim has been paid and pursuant satisfied in full in cash and the Receivables Documents have terminated and, thereafter, any remaining proceeds shall be paid to the terms Receivables Seller or as otherwise required by applicable law. The Lenders Agent (for itself and on behalf of the Lenders) agrees that neither the Lenders Agent nor the Lenders have, nor shall they have, any applicable Leasehold MortgageLenders Interest in such remaining proceeds. If U.T. is The foregoing shall not, however, impair any claim or any right or remedy which the condemning authority, Landlord shall be entitled to Lenders Agent or the entire AwardLenders may have against WESCO or any other Originator under the Loan Documents or otherwise. (c) If this Lease is not terminated as a result In the event that any of the condemnation as expressly permitted aboveReceivables Seller, the Receivables Agent or the Receivables Purchasers now or hereafter obtains possession of any condemnation proceeds received by either Landlord or TenantLenders Collateral, it shall first be used to restore the Improvements to an architecturally whole unit (while retaining such Improvement’s prior and intended purpose, function and quality immediately deliver to the extent reasonably possible), and, Lenders Agent such Lenders Collateral (and until delivered to the extent possible given the nature of the condemnation, to substantially the same or better condition as existed immediately prior to Lenders Agent such taking, and, if any proceeds remain thereafter, be divided between Landlord and Tenant in the proportions as provided in clauses (a) and (b) of Section 13.3. With respect to such restoration, Landlord shall have no approval or consent rights on development that is partially subject to such condemnation, which shall be subject only to Legal Requirements. Any condemnation proceeds Lenders Collateral shall be held in trust for the Lenders Agent). Each of the Receivables Seller, the Receivables Agent (for itself and disbursed on behalf of each Receivables Purchaser) further agrees to immediately turn over the proceeds of any Disposition of Lenders Collateral which it (or any Receivables Purchaser) might receive while any Lenders Claim, any other obligations or liabilities under the Credit Agreement, any other Loan Document or any commitment to make financial accommodations thereunder remain outstanding, regardless of whether the Lenders Agent has a perfected and enforceable lien in the same manner as assets of WESCO or any other Originator from which the proceeds from a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant pursuant to this Article XIV shall be disbursed in accordance with the terms of the Leasehold Mortgageany such Disposition have been received. (d) If Landlord In the event that any of the Lenders or Tenant receives notice the Lenders Agent now or hereafter obtains possession of any proposed or pending condemnation proceeding affecting the PropertyReceivables Assets, the party receiving such notice shall promptly notify the other party, the Fee Mortgagee (if it shall have given immediately deliver to the Receivables Agent such party notice Receivables Assets (and until delivered to the Receivables Agent such Receivables Assets shall be held in trust for the Receivables Agent). The Lenders Agent (for itself and on behalf of each Lenders) further agrees to immediately turn over the address proceeds of any Disposition of Receivables Assets to the Receivables Agent which it (or the Lenders) might receive while any Receivables Claim, any other obligations or liabilities under the Receivables Documents or any commitment to make financial accommodations thereunder remain outstanding, regardless of whether the Receivables Agent has a perfected and enforceable lien in the assets from which the proceeds of such Fee Mortgagee)Disposition have been received. (e) To the extent that any Inventory of WESCO or any other Originator has been commingled with Returned Goods in which the Receivables Interest continues as provided in SECTION 2.1 above, and the Lenders Agent or any Registered Leasehold MortgageeLenders receives any proceeds on account of such Returned Goods (whether by reason of sale or by reason of insurance payments on account thereof) prior to release of such Receivables Interest, then all proceeds of such Returned Goods shall, promptly upon receipt of such proceeds by Lenders Agent, be paid to the Receivables Agent for application against the Receivables Claim.

Distribution of Proceeds. In any condemnation proceeding, the parties will request that the condemning authority grant separate awards for value of the Fee Estate taken and the Leasehold Estate taken. (a) If Except as otherwise provided in Section 2.3(b)(ii) hereof, (i) all proceeds of the condemning authority grants separate awardsReceivables Assets (including, then Landlord without limitation, Collections) shall be entitled paid to the award Receivables Agent for application against the value Receivables Claim and for application in accordance with the Related Documents until the Receivables Claim has been paid and satisfied in full in cash and the Related Documents have terminated and such proceeds shall not be subject to any right of offset, deduction, recoupment or similar rights (whether contractual or arising at common law) in favor of any Lender (except for rights of offset specifically provided for in any Lockbox Account Agreement); and (ii) any remaining proceeds of the then current Fee Estate and Tenant shall, unless U.T. is the condemning authority, Receivables Assets shall be entitled paid to the award for the value of the Leasehold Estate (but without duplication). If U.T. is the condemning authority, Landlord shall be entitled to the entire AwardSPE or as otherwise required by applicable law. (b) If Except as otherwise provided in Section 2.3(b)(ii) hereof, (i) all proceeds of the condemning authority refuses to grant separate awardsLender Collateral (including, then the parties without limitation, Unsold Receivables Collections) shall have the Property that is being taken appraised (by a Qualified Appraiser) and valued as if the condemnation had not occurred. Such appraisal process will determine the percentage of any award that should be attributed paid to the Fee Estate (Collateral Agent for application against the “Fee Estate Percentage”) Lender Claim and the percentage of any award that should be attributed to the Leasehold Estate (the “Leasehold Estate Percentage”) (and the aggregate of such percentages must equal one hundred percent [100%]). Landlord shall be entitled to the Fee Estate Percentage of any award and, so long as U.T. is not the condemning authority, Tenant shall be entitled to the Leasehold Estate Percentage of the award which shall be disbursed by Tenant for application in accordance with the Loan Documents and pursuant to the terms Collateral Agency and Intercreditor Agreement until the Lender Claim has been paid and satisfied in full in cash and the Loan Documents are terminated and (ii) any remaining proceeds of any applicable Leasehold Mortgage. If U.T. is the condemning authority, Landlord Lender Collateral shall be entitled paid to Castle or the entire Awardapplicable Subsidiary thereof or as otherwise required by applicable law. (c) If this Lease is not terminated as a result In the event that any of Castle, the SPE, the Purchaser or the Receivables Agent now or hereafter obtains possession of any funds which could constitute Lender Collateral ("LENDER COLLATERAL FUNDS") prior to the termination or release of the condemnation as expressly permitted aboveLender Interest therein, any condemnation proceeds received by either Landlord or Tenant, it shall first be used to restore the Improvements to an architecturally whole unit (while retaining such Improvement’s prior and intended purpose, function and quality promptly deliver to the extent reasonably possible), and, Collateral Agent such Lender Collateral Funds (and until delivered to the extent possible given the nature of the condemnationCollateral Agent, to substantially the same or better condition as existed immediately prior to such taking, and, if any proceeds remain thereafter, be divided between Landlord and Tenant in the proportions as provided in clauses (a) and (b) of Section 13.3. With respect to such restoration, Landlord shall have no approval or consent rights on development that is partially subject to such condemnation, which shall be subject only to Legal Requirements. Any condemnation proceeds Lender Collateral shall be held in trust for the Collateral Agent), PROVIDED that such property so received or held by Castle, the SPE, the Purchaser or the Receivables Agent constitutes Lender Collateral. Each of Castle, the SPE and disbursed in the same manner as Receivables Agent (on behalf of itself and the Purchaser) further agrees to promptly turn over the proceeds of any Disposition of Lender Collateral which it might receive while any Lender Claim, any other obligations or liabilities under any Loan Document or any commitment to make financial accommodations thereunder remains outstanding, regardless of whether the Collateral Agent has a perfected and enforceable Lien on the assets of Castle or its Subsidiaries (other than the SPE and the Independent Member) from which the proceeds of any such Disposition have been received, PROVIDED that such proceeds so received or held by Castle, the SPE, the Purchaser or the Receivables Agent constitutes proceeds of a Casualty as set forth in Sections 13.2(c) and 13.2(d) above, if applicable. As between Tenant and its Leasehold Mortgagees or Subtenants, all condemnation proceeds that belong to Tenant pursuant to this Article XIV shall be disbursed in accordance with the terms Disposition of the Leasehold MortgageLender Collateral. (d) If Landlord In the event that Castle or Tenant receives notice the Collateral Agent now or hereafter obtains possession of any proposed funds which could constitute Receivables Assets ("RECEIVABLES FUNDS") prior to the termination or pending condemnation proceeding affecting release of the PropertyReceivables Interest therein, Castle shall and the Collateral Agent shall upon direction from the Lenders that are Requisite Parties (as defined in the Collateral Agency and Intercreditor Agreement) promptly deliver to the Receivables Agent such Receivables Assets (and until delivered to the Receivables Agent, such Receivables Assets shall be held in trust for the Receivables Agent). Castle and the Collateral Agent further agree to promptly turn over the proceeds of any Disposition of Receivables Assets (such proceeds, together with Receivables Funds, herein referred to as the "RECEIVABLES PROCEEDS") to the Receivables Agent which it might receive while any Receivables Claim, any other obligations or liabilities under the Related Documents or any commitment to make financial accommodations thereunder remain outstanding, regardless of whether the Receivables Agent has a perfected and enforceable Lien on the assets from which the proceeds of such Disposition have been received. Promptly upon receipt of such Receivables Proceeds, the party receiving such notice Collateral Agent shall promptly notify the other party, the Fee Mortgagee (if it shall have given to such party notice each of the address Lenders of such Fee Mortgagee)receipt and the amount of nature of such Receivables Proceeds, and any Registered Leasehold Mortgagee.the Lenders that are Requisite Parties agree to promptly direct the Collateral Agent to make such delivery, PROVIDED that such property so received or held by the Collateral Agent constitutes Receivables Assets or proceeds of a