Common use of Proceeds Clause in Contracts

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator or Trustee in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all such complete claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All Any of the proceeds from of the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant undersigned shall not be commingled with other property of the undersigned, but shall be segregated, held by the undersigned in trust for the Bank as the exclusive property of the Bank, and the undersigned will immediately deliver to the terms Bank the identical checks, moneys or other proceeds of this Agreement Collateral received, and the Bank shall be applied have the right to endorse the name of the undersigned on any and all checks, or other forms of remittance received, where such endorsement is required to effect collection. The undersigned hereby designates, constitutes and appoints the Bank and any designee or agent of the Bank as follows: (i) Firstattorney-in-fact of the undersigned, irrevocably and with power of substitution, with authority to receive, open and dispose of all mail addressed to the undersigned, to notify the payment Post Office authorities to change the address for delivery of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited mail addressed to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Secondundersigned, to such address as the payment of valid Guaranty Claims in accordance with Bank may designate; to endorse the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment name of the remaining Secured Obligations. The Administrator shall apply undersigned on any such proceedsnotes, moniesacceptances, checks, drafts, money orders or balances in accordance with this Agreement promptly upon its receipt other evidences of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, payment or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers proceeds of the Collateral so sold that may come into the Bank's possession; to sign the name of the undersigned on any invoices, documents, drafts against account debtors of the undersigned, assignments, requests for verification of accounts and such purchaser notices to debtors of the undersigned; to execute any endorsements, assignments, or purchasers other instruments of conveyance or transfer; and to do all other acts and things necessary and advisable in the sole discretion of the Bank to carry out and enforce this Agreement. All acts of said attorney or designee shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiencyacts of commission or omission nor for any error of judgment or mistake of fact or law. Any Loan This power of attorney being coupled with respect to which an interest is irrevocable while any of the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty AgreementsObligations shall remain unpaid.

Proceeds. All 7.1 So long as the Discharge of Project Debt Obligations has not occurred, whether or not any Proceeding has been commenced by or against Owner, any Collateral or proceeds from thereof received in connection with the sale or other disposition of of, or collection on, such Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or upon the exercise of any right or remedy hereunderremedies by a Financing Party, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent Financing Parties to the contrary expressed Project Debt Obligations in such order as specified in the Loan Documents. Upon the Discharge of Project Debt Obligations, if (a) there has been and continues to be an Owner Default under the Agreement, (b) the amount of damages suffered by Purchaser as a result of such Owner Default has been agreed in writing between Owner and Purchaser or otherwise by XXXX at determined in accordance with Article 18 of the Agreement, and (c) Owner shall not have paid such amount on or before the date specified for payment in such written agreement or within fourteen (14) Business Days after the date of such determination, as applicable, the Financing Parties shall then deliver to Purchaser any time. Upon any sale Collateral and proceeds of Collateral held by any Financing Party in the Administrator same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by Purchaser to the TSA Obligations in such order as specified in the Purchaser’s Security Documents. 7.2 If (whether pursuant to a power a) Purchaser shall receive any Collateral or proceeds of sale granted by a statute any Collateral in contravention of the Subordination Agreement, or (b) the Senior Liens do not attach to, or under a judicial proceeding)are not perfected or enforceable with respect to, any Collateral for any reason, and Purchaser shall receive any distribution or recovery with respect to, or allocable to, the receipt value of such Collateral or any proceeds, thereof, then Purchaser agrees that any such Collateral, distribution, recovery or proceeds shall (for so long as the Administrator or Discharge of the officer making the sale shall Project Debt Obligations has not occurred) be a sufficient discharge to the purchaser or purchasers of the Collateral so sold segregated and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money held in trust and forthwith paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth Financing Parties in the Guaranty Agreementssame form as received without recourse, representation or warranty (other than a representation of Purchaser that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery), but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct until such time as the Discharge of Project Debt Obligations has occurred. The Financing Parties are hereby authorized to make any such endorsements as agent for Purchaser. This authorization is coupled with an interest and is irrevocable.

Proceeds. All (a) If an Event of Default under the PC Repurchase Agreement shall occur and be continuing, (i) all proceeds from the sale or other disposition of Collateral received by the Administrator under this Section 9 Pledgor consisting of this Agreementcash, checks and other liquid assets readily convertible to cash items shall be held by Pledgor in trust for Buyer, segregated from other funds of Pledgor, and all other moneys shall forthwith upon receipt by Pledgor be remitted to the Dedicated Account in the exact form received by Pledgor (duly endorsed by Pledgor to Buyer, if required) and (ii) any and all such proceeds received by Buyer (whether from Pledgor or otherwise) may, in the Administrator pursuant sole discretion of Buyer, be held by Buyer as collateral security for, and/or then or at any time thereafter may be applied by Buyer against, the Obligations (whether matured or unmatured), such application to be in such order as Buyer shall elect. Any balance of such proceeds remaining after the terms of Obligations shall have been paid in full and this Agreement shall have been terminated shall be remitted in accordance with Repurchase Documents. For the avoidance of doubt, the Servicer shall be solely responsible for remitting to the Pledgor any amounts owed the Pledgor. In no event shall the Buyer be accountable to the Pledgor for any excess proceeds, which the Pledgor acknowledges, may be remitted by the Buyer in accordance with the Repurchase Documents. (b) Each of Pledgor and Servicer acknowledges and agrees that all amounts with respect to Purchased MSR Excess Spread and related MSRs shall be remitted by Servicer to the Dedicated Account to be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims Buyer in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty AgreementsPC Repurchase Agreement.

Proceeds. All proceeds from (a) In addition to the sale or rights of the Administrative Agent and the Secured Parties specified in Section 3(c) with respect to payments of Receivables, it is agreed that all Proceeds received by any Grantor consisting of cash, checks and other disposition of Collateral near-cash items shall be held by the Administrator under this Grantors in trust for the Administrative Agent and the Secured Parties, segregated from other funds of the Grantors, and shall, promptly upon receipt by any Grantor, be deposited and held in a Controlled Account (or, to the limit allowed, in an Excluded Account). Any and all such Proceeds held in a Controlled Account (or by any Grantor in trust for the Administrative Agent and the Secured Parties) shall continue to be held as collateral security for the Obligations and shall not constitute payment thereof until applied as provided in Section 9 8(b). Cash or any other property held in a Controlled Account shall not be transferred to any Deposit Account, Securities Account or Commodity Account of this any Grantor that is not a Controlled Account or an Excluded Account. (b) If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election (or at the direction of the Required Lenders), the Administrative Agent shall apply all or any part of the Proceeds constituting Collateral, whether or not held in any Collateral Account, and any Proceeds of any Pledge Agreement, and all the Guarantee or any other moneys Loan Document, or otherwise received by the Administrator pursuant Administrative Agent, against the Obligations (whether matured or unmatured), such application to be in the terms of this Agreement shall be applied as followsfollowing order: (i) 1. First, to the payment of all expenses pay incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the and unpaid fees and expenses of taking, advertising, processing, preparing the Issuing Lenders and storing Agents under the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewithLoan Documents; (ii) 2. Second, to the Administrative Agent, for application by it towards payment of valid Guaranty Claims all amounts then due and owing and remaining unpaid in accordance with respect of interest and fees pro rata among the terms thereof in Secured Parties according to the order in which a complete claim amounts of such Obligations (including other than the Subordinated Obligations) then due and owing and remaining unpaid to the Secured Parties; 3. Third, to the Administrative Agent, for application by it towards (i) payment of all required documentationprincipal on all Loans then outstanding and all Unreimbursed Amounts then outstanding and (ii) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in partCash Collateralizing any outstanding Letters of Credit, pro ratarata among the Secured Parties according to the amounts of the Obligations to be so paid or Cash Collateralized under this clause (iii) owing to the Secured Parties; 4. Fourth, from to the Pledged Account as directed Administrative Agent, for application by it towards payment of all other amounts then due and owing and remaining unpaid in respect of the Obligations (other than the Subordinated Obligations), pro rata among the Secured Parties according to the amounts of such Obligations (other than the Subordinated Obligations) then due and owing and remaining unpaid to the Secured Parties; 5. Fifth, to the Administrative Agent, for application by it towards prepayment of the Obligations (other than the Subordinated Obligations), pro rata among the Secured Parties according to the amounts of the Obligations (other than the Subordinated Obligations) being so prepaid then held by the Administrator)Secured Parties; 6. Sixth, to the Administrative Agent, for application by it towards payment of all amounts then due and owing and remaining unpaid in respect of the Subordinated Obligations and prepayment of the remaining Subordinated Obligations, pro rata among the Subordinated Parties according to the amounts of the Subordinated Obligations then due and owing and remaining unpaid or being so prepaid then held by the Subordinated Parties; and (iii) Third7. Seventh, any remainder to be held pursuant to balance of such Proceeds remaining after the terms Obligations shall have been paid in full, no Letters of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances Credit shall be applied by outstanding and the Administrator to discharge in whole or in part any unpaid Secured ObligationCommitments shall have terminated, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator applicable Grantor or such officer, or to whomsoever else may be answerable in any way for lawfully entitled to receive the misapplication thereofsame. Notwithstanding the sale or other disposition foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreementssuch Guarantor.

Proceeds. All proceeds from At any time following the sale or other disposition occurrence of Collateral by the Administrator under this Section 9 a Event of this Agreement, and Default it is agreed that (a) all other moneys Proceeds received by the Administrator pursuant Company consisting of cash, checks and other near-cash items shall be held by the Company in trust for the Lender and the other holders of the Notes, segregated from other funds of the Company, and shall, forthwith upon receipt by the Company, be turned over to the terms of this Agreement shall be applied as follows: Lender in the exact form received by the Company (i) First, duly endorsed by the Company to the payment of all expenses incurred Lender, if required), and held by the Administrator Lender in connection with this Agreement a collateral account maintained under the sole dominion and control of the Lender. Any and all such Proceeds held by the Lender in a collateral account (or by the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to Company in trust for the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs Lender and the Administrator’s reasonable legal fees in connection therewith; (iiLenders) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder continue to be held pursuant to the terms of this Agreement as continuing collateral security for TERI’s the Secured Obligations and shall not constitute payment thereof until applied as provided in this Section. At such intervals as may be agreed upon between the Lender and the Company or, if an Event of the remaining Secured Obligations. The Administrator Default shall apply any such proceedshave occurred and be continuing, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by time at the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding)Lender's election, the receipt of the Administrator Lender may apply all or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money Proceeds held in any collateral account or otherwise received by the Lender against the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such Proceeds remaining after the Secured Obligations shall have been paid in full and the Commitments shall have expired or been terminated shall be paid over to the Administrator Company or such officer, or to whosoever may be answerable in any way for lawfully entitled to receive the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreementssame.

Proceeds. All If any of the Property is sold by Lender upon credit or for future delivery, Lender shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such failure, Lender may resell such Property. In no event shall Borrower be credited with any part of the proceeds from of sale of any Property until and to the extent cash payment in respect thereof has actually been received by Lender. To the extent any of the Secured Obligations are contingent, cash proceeds received by Lender in respect of any sale of, collection from, or other disposition realization upon all or any part of Collateral the Property may, in the discretion of Lender, be held by the Administrator under this Section 9 of this Agreement, Lender as collateral for such contingent Secured Obligations. Any cash held by Lender as collateral and all other moneys cash proceeds received by Lender in respect of any sale of, collection from, or other realization upon all or any part of the Administrator pursuant to Property may, in the terms discretion of this Agreement shall Lender, be applied as follows: (i) Firstapplied, first, to the payment of pay all costs and expenses incurred by the Administrator Lender in connection with this Agreement or incident to the custody, preservation, use or operation of, or the exercise of any right or remedy hereundersale of, collection from, or other realization upon, any sale or dispositionand all of the Property, includingsecond, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given dayreasonable attorney’s fees and legal expenses incurred by Lender in connection with or incident to the custody, all such claims shall be paid in partpreservation, pro ratause or operation of, from or the Pledged Account as directed by the Administrator); and (iii) Thirdsale of, collection from, or other realization upon, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment and all of the remaining Property, third, to pay all matured and unpaid Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligationby Lender against, notwithstanding any manifestation of an intent to the contrary expressed in writing all or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over Secured Obligations in such order as Lender shall elect, fourth, if and to the Administrator extent any of the Secured Obligations are unmatured or contingent, to provide cash collateral for all such officerSecured Obligations, and fifth, in accordance with applicable Law. If the proceeds of the sale of the Property or be answerable in any way other collateral, if any, for the misapplication thereof. Notwithstanding Loan are insufficient to pay all of the sale or other disposition of Secured Obligations, Borrower agrees to pay upon demand any Collateral by deficiency to Lender, except to the Administrator hereunderextent, XXXX shall remain liable for any deficiency. Any Loan with respect if any, that Borrower’s obligation to which the Owner receives make payment in full hereunder will forthwith therefor may be transferred to XXXX on limited under the terms and conditions set forth in of the Guaranty AgreementsNote.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s 's reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s 's payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX TERI at any time. Upon any sale of Collateral Xxxlateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX TERI shall remain liable for any deficiencydxxxxiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX TERI on the terms and conditions set forth sxx xorth in the Guaranty Agreements.

Proceeds. All proceeds from In the sale event of any Taking of or any casualty or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant damage or injury to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or dispositionProperty, including, but not limited to, pursuant to the expenses Taking matters set forth on Schedule II, Borrower’s right, title and interest in and to all compensation, awards, proceeds, damages, claims, insurance recoveries, causes and rights of takingaction (whether accrued prior to or after the date hereof) and payments which Borrower may receive or to which Borrower may become entitled with respect to the Property or any part thereof other than payments received in connection with any liability or loss of rental value or business interruption insurance and other than any of the foregoing with respect to the Excluded Personal Property (collectively, advertising“Proceeds”), processingin connection with any such Taking of, preparing or casualty or other damage or injury to, the Property or any part thereof are hereby assigned by Borrower to Lender and, except as otherwise herein provided, shall be paid to the Lender. Borrower shall, in good faith and storing in a commercially reasonable manner, file and prosecute the Collateral adjustment, compromise or settlement of any claim for Proceeds and, subject to Borrower’s right to receive the direct payment of any Proceeds as herein provided, will cause the same to be soldpaid directly to Lender to be held and applied in accordance with the provisions of this Agreement. Except upon the occurrence and during the continuance of a Monetary Default or an Event of Default, Borrower may settle any insurance claim with respect to Proceeds which does not exceed the Casualty Amount as to any Individual Property. Whether or not a Monetary Default or an Event of Default shall have occurred and be continuing, Lender shall have the right to approve, such approval not to be unreasonably withheld, any settlement which might result in any Proceeds in excess of the Casualty Amount as to any Individual Property and Borrower shall deliver or cause to be delivered to Lender all court instruments reasonably requested by Lender to permit such approval. Borrower shall pay all reasonable out-of-pocket costs, fees and expenses reasonably incurred by Lender (including all reasonable attorneys’ fees and expenses, the reasonable fees of insurance experts and adjusters and reasonable costs incurred in any litigation or arbitration), and interest thereon at the Administrator’s reasonable legal fees Default Rate to the extent not paid within ten (10) Business Days after delivery of a request for reimbursement by Lender, in connection therewith; (ii) Secondwith the settlement of any claim for Proceeds and seeking and obtaining of any payment on account thereof in accordance with the foregoing provisions. If any Proceeds are received by Borrower and may be retained by Borrower pursuant to this Section 6.2, such Proceeds shall, until the completion of the related Work, be held in trust for Lender and shall be segregated from other funds of Borrower to be used to pay for the payment cost of valid Guaranty Claims the Work in accordance with the terms thereof hereof, and in the order in which a complete claim (including all required documentation) is receivedevent such Proceeds exceed the Casualty Amount as to any Individual Property, treating all claims received the same day as received at the same time (if there are not sufficient funds such Proceeds shall be forthwith paid directly to and held by Lender in the Pledged Proceeds Reserve Account to pay all claims payable therefrom received on a given dayin trust for Borrower, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder each case to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, applied or balances disbursed in accordance with this Agreement promptly upon its Section 6.2. If an Event of Default shall have occurred and be continuing, or if Borrower fails to file and/or prosecute any insurance claim for a period of fifteen (15) Business Days following Borrower’s receipt of written notice from Lender, Borrower hereby irrevocably empowers Lender, in the same. In respect name of Borrower as its true and lawful attorney-in-fact, to file and prosecute such claim (including settlement thereof) with counsel satisfactory to Lender and to collect and to make receipt for any application such payment, all at Borrower’s expense (including payment of interest at the Default Rate for any amounts advanced by Lender pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent this Section 6.2). Notwithstanding anything to the contrary expressed set forth in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding)this Agreement, the receipt however, and excluding situations requiring prepayment of the Administrator or of the officer making the sale shall be a sufficient discharge Notes, to the purchaser extent any Proceeds (either singly or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or when aggregated with all other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan then unapplied Proceeds with respect to which the Owner receives payment Property) do not exceed the Casualty Amount as to any Individual Property, such Proceeds are to be paid directly to Borrower to be applied to restoration of the Property in full hereunder will forthwith be transferred to XXXX on accordance with the terms and conditions set forth hereof (except that Proceeds paid in respect of the Guaranty Agreementsinsurance described in Section 6.1.4 shall be deposited directly to the Holding Account as revenue of the Property).

Proceeds. All (a) Except as otherwise provided herein, in the Credit Agreement or the other Loan Documents or required under Applicable Law, subject to Section 7.12, the proceeds from the of any sale of, or other disposition of Collateral by realization upon, the Administrator under this Section 9 of this AgreementTrust Property hereunder, and all other moneys received by the Administrator whether made pursuant to the terms power of this Agreement sale hereunder, any judicial proceeding or any judgment or decree of foreclosure or sale or otherwise shall be applied and paid as follows: (i) First, : to the payment of all expenses of such sale or other realization, including the cost of title searches and reasonable attorneys' fees and expenses incurred by such Person and reasonable compensation to agents contemplated by Section 14 of the Administrator in connection with this Security Agreement and counsel for the Beneficiary, and all expenses, liabilities and advances incurred or made by the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees Beneficiary in connection therewith, and then ratably to pay any other unreimbursed expenses for which any Secured Party is to be reimbursed pursuant to Section 5.10 of this Deed of Trust or Section 9.05 of the Credit Agreement or Section 15 of the Security Agreement, any unpaid fees owing to the Agents under the Credit Agreement; (ii) Second, : to pay ratably the unpaid principal of the Secured Obligations (or provide for the payment thereof pursuant to Section 5.06(b)), until payment in full of valid Guaranty Claims the principal of all Secured Obligations shall have been made (or so provided for); (iii) Third: to pay ratably all unpaid interest accrued on the Secured Obligations and all Facility Fees payable under the Credit Agreement in accordance with the terms thereof provisions of the Credit Agreement and this Deed of Trust, until payment in the order in which a complete claim full of all such interest shall have been made; (including all required documentationiv) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account Fourth: to pay ratably all claims payable therefrom received on a given dayother Secured Obligations (or provide for the payment thereof pursuant to Section 5.06(b)), until payment in full of all such claims other Secured Obligations shall be paid in part, pro rata, from the Pledged Account as directed by the Administratorhave been made (or so provided for); and (iiiv) ThirdFifth: to pay to the Grantor or its successors or assigns, or as a court of competent jurisdiction may direct, any remainder surplus then remaining from such proceeds. The Beneficiary may make distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof. (b) If at any time any portion of any monies collected or received by the Beneficiary would, but for the provisions of the this Section 5.06(b), be payable pursuant to Section 5.06(a) in respect of a Contingent Secured Obligation, the Beneficiary shall not apply any monies to pay such Contingent Secured Obligation but instead shall request the holder thereof, at least 10 days before each proposed distribution hereunder, to notify the Beneficiary as to the maximum amount of such Contingent Secured Obligation if then ascertainable (e.g., in the case of a letter of credit, the maximum amount available for subsequent drawings thereunder). If the holder of such Contingent Secured Obligation does not notify the Beneficiary of the maximum ascertainable amount thereof at least two Business Days before such distribution, such holder will not be entitled to share in such distribution. If such holder does so notify the Beneficiary as to the maximum ascertainable amount thereof, the Beneficiary will allocate to such holder a portion of the monies to be distributed in such distribution, calculated as if such Contingent Secured Obligation were outstanding in such maximum ascertainable amount. However, the Beneficiary will not apply such portion of such monies to pay such Contingent Secured Obligation, but instead will hold such monies or invest such monies in Liquid Investments. All such monies and Liquid Investments and all proceeds thereof will constitute Collateral under the Security Agreement, but will be subject to distribution in accordance with Section 12(b) of the Security Agreement rather than Section 12(a) of the Security Agreement. The Beneficiary will hold all such monies and Liquid Investments and the net proceeds thereof in trust until all or part of such Contingent Secured Obligation becomes a Non- Contingent Secured Obligation, whereupon the Beneficiary at the request of the relevant Secured Party will apply the amount so held in trust to pay such Non- Contingent Secured Obligation; provided that, if the other Secured Obligations theretofore paid pursuant to the terms same clause of this Agreement as continuing security for TERI’s payment Section 12(a) of the remaining Security Agreement (i.e., clause second or fourth) were not paid in full, the Beneficiary will apply the amount so held in trust to pay the same percentage of such Non- Contingent Secured Obligation as the percentage of such other Secured Obligations theretofore paid pursuant to the same clause of Section 12(a) of the Security Agreement. If (x) the holder of such Contingent Secured Obligation shall advise the Beneficiary that no portion thereof remains in the category of a Contingent Secured Obligation and (y) the Beneficiary still holds any amount held in trust pursuant to Section 12(b) of the Security Agreement in respect of such Contingent Secured Obligation (after paying all amounts payable pursuant to the preceding sentence with respect to any portions thereof that became Non- Contingent Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above), such proceeds, monies, or balances shall remaining amount will be applied by the Administrator Beneficiary in the order of priorities set forth in Section 12(a) of the Security Agreement. (c) In making the payments and allocations required by this Section, the Beneficiary may rely upon information supplied to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation it pursuant to Section 13(c) of an intent to the contrary expressed in writing or otherwise by XXXX at any timeSecurity Agreement. Upon any sale of Collateral All distributions made by the Administrator (whether Beneficiary pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale this Section shall be a sufficient discharge final (except in the event of manifest error) and the Beneficiary shall have no duty to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see inquire as to the application by any Secured Party of any part of the purchase money paid over amount distributed to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreementsit.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator or Trustee in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s 's reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all such complete claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s 's payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All proceeds from In the sale event of any Taking of or any casualty or other disposition damage or injury to the Property, Borrower’s (or in the case of Collateral the Maryland Property, Maryland Loan Guarantor) right, title and interest in and to all compensation, awards, proceeds, damages, claims, insurance recoveries, causes and rights of action (whether accrued prior to or after the date hereof) and payments which Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) may receive or become entitled with respect to the Property or any part thereof other than payments received in connection with any liability or business interruption insurance and other than any of the foregoing with respect to the Excluded Personal Property (collectively, “Proceeds”) in connection with any such Taking of, or casualty or other damage or injury to, the Property or any part thereof are hereby assigned by Borrower (or in the Administrator under this Section 9 case of the Maryland Property, Maryland Loan Guarantor) to Lender and, except as otherwise herein provided, shall be paid to the Lender. Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall, in good faith and in a commercially reasonable manner, file and prosecute the adjustment, compromise or settlement of any claim for Proceeds and, subject to Borrower’s (or in the case of the Maryland Property, Maryland Loan Guarantor’s) right to receive the direct payment of any Proceeds as herein provided, will cause the same to be paid directly to Lender to be held and applied in accordance with the provisions of this Agreement. Except upon the occurrence and during the continuance of an Event of Default, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) may settle any insurance claim with respect to Proceeds which does not exceed the Casualty Amount as to any Individual Property. Whether or not an Event of Default shall have occurred and be continuing, Lender shall have the right to approve, such approval not to be unreasonably withheld, any settlement which might result in any Proceeds in excess of the Casualty Amount as to any Individual Property and Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall deliver or cause to be delivered to Lender all instruments reasonably requested by Lender to permit such approval. Borrower shall pay all reasonable out-of-pocket costs, fees and expenses reasonably incurred by Lender (including all reasonable attorneys’ fees and expenses, the reasonable fees of insurance experts and adjusters and reasonable costs incurred in any litigation or arbitration), and all other moneys received by interest thereon at the Administrator pursuant Default Rate to the terms extent not paid within ten (10) Business Days after delivery of this Agreement shall be applied as follows: (i) Firsta request for reimbursement by Lender, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise settlement of any right claim for Proceeds and seeking and obtaining of any payment on account thereof in accordance with the foregoing provisions. If any Proceeds are received by Borrower (or remedy hereunderin the case of the Maryland Property, Maryland Loan Guarantor) and may be retained by Borrower or any sale or dispositionMaryland Loan Guarantor pursuant to this Section 6.2, includingsuch Proceeds shall, but not limited to until the expenses completion of takingthe related Work, advertising, processing, preparing be held in trust for Lender and storing the Collateral shall be segregated from other funds of Borrower and Maryland Loan Guarantor to be sold, all court costs and used to pay for the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to cost of the payment of valid Guaranty Claims Work in accordance with the terms thereof hereof, and in the order in which a complete claim (including all required documentation) is receivedevent such Proceeds exceed the Casualty Amount as to any Individual Property, treating all claims received the same day as received at the same time (if there are not sufficient funds such Proceeds shall be forthwith paid directly to and held by Lender in the Pledged Proceeds Reserve Account to pay all claims payable therefrom received on a given dayin trust for Borrower (or in the case of the Maryland Property, all such claims shall be paid Maryland Loan Guarantor), in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder each case to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, applied or balances disbursed in accordance with this Agreement promptly upon its receipt of the sameSection 6.2. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent Notwithstanding anything to the contrary expressed set forth in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding)this Agreement, the receipt however, and excluding situations requiring prepayment of the Administrator or of the officer making the sale shall be a sufficient discharge Notes, to the purchaser extent any Proceeds (either singly or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or when aggregated with all other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan then unapplied Proceeds with respect to which the Owner receives payment Property) do not exceed the Casualty Amount as to any Individual Property, such Proceeds are to be paid directly to Borrower (or in full hereunder will forthwith the case of the Maryland Property, Maryland Loan Guarantor) to be transferred applied to XXXX on restoration of the Property in accordance with the terms and conditions set forth hereof (except that Proceeds paid in respect of the Guaranty Agreementsinsurance described in Section 6.1.4 shall be deposited directly to the Holding Account as revenue of the Property).

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator or Trustee in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreementattachments, additions, accessions, upgrades, accessories and all other moneys received by the Administrator pursuant replacements pertaining to the terms of this Agreement items described in subparagraphs (a) through (d) above, as applicable, including all cash and non-cash proceeds (including Casualty Payments and other insurance proceeds) pertaining thereto. Lender shall not be applied as follows: (i) First, required to look to the Collateral for the payment of Borrower's Obligations under the Full Recourse Facility, but may proceed against Borrower in such manner as Lender deems desirable. All of the Collateral assigned to Lender hereunder shall secure the payment and performance of all expenses incurred by of Borrower's Obligations, and whether now existing or in the Administrator future; provided, however, that upon the payment and performance in connection full of all of Borrower's Obligations with this Agreement respect to a Facility Contract (or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance a Permitted Substitution with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceedingthereto), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge Loan Documents applicable to the purchaser or purchasers of the Collateral so sold such Facility Contract and such purchaser or purchasers Facility Equipment shall not automatically terminate, Lender shall execute and deliver to Borrower such UCC termination statements and other instruments as may be obligated necessary to see release the applicable Lender Lien(s) in the related Collateral, and shall return all items of chattel paper to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan Borrower with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreementsthereto. ALL ADVANCES HERETOFORE MADE PURSUANT TO, AND SECURED BY, THE ORIGINAL LOAN AGREEMENT SHALL HEREAFTER BE SECURED HEREBY, AND THE SECURITY INTEREST GRANTED HEREBY SHALL BE DEEMED TO BE A CONTINUATION OF AN EXISTING SECURITY INTEREST, RATHER THAN A RELEASE OR TERMINATION AND GRANT OF A NEW SECURITY INTEREST.

Proceeds. All proceeds from proceeds, products and supporting obligations of or with respect to any and all of the sale foregoing and, to the extent not otherwise included, any payments under insurance (whether or other disposition not Holder is the loss payee thereof) or under any indemnity, warranty or guaranty by reason of Collateral loss to or otherwise with respect to any of the foregoing. In each case, the foregoing shall be covered by the Administrator under this Section 9 of this Agreement, whether any Debtor’s ownership or other rights therein are presently held or hereafter acquired (by operation of law or otherwise) and all howsoever any Debtor’s interests therein may arise or appear (whether by ownership, security interest, claim or otherwise). For purposes hereof, the terms inventory, goods, equipment, accounts, chattel paper, documents, instruments, general intangibles, investment property, securities, security entitlements, securities accounts, commodity contracts, commodity accounts, fixtures, deposit accounts, letter of credit rights, commercial tort claims, supporting obligations and proceeds shall have the meanings set forth in the Uniform Commercial Code as enacted from time to time in the state of New York or in any other moneys received by applicable jurisdiction (“UCC”). Notwithstanding anything herein to the Administrator contrary, other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC or any other applicable law or principle of equity, in no event shall the lien or security interest granted hereunder attach to, and the Collateral shall not include: (i) any lease, license, intellectual property, contract, right, claim or benefit to which any Debtor is a party or beneficiary of or any of Debtor’s rights or interest thereunder if, and for so long as, the grant of such lien or security interest shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of Debtor therein or (B) a breach or termination pursuant to the terms of, or a default under, any such lease, license, intellectual property, contract, right, claim or benefit; provided, however, that such lien and security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, breach or termination shall be remedied and, to the extent severable, shall attach immediately to any portion of such lease, license, intellectual property, contract, right, claim or benefit that does not result in any of the consequences specified in clauses (A) or (B) of this Agreement shall be applied as follows: clause (i) Firstincluding any proceeds of such lease, license, intellectual property, contract, right, claim or benefit; or (ii) any government approval or permit, if and for so long as the grant of such lien or security interest shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of Debtor therein, (B) a violation of, or termination pursuant to, the terms of such government approval or permit or (C) a violation of any applicable law; provided, however, that such lien and security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, violation or termination shall be remedied and, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise extent severable, shall attach immediately to such portion of any right such government approval or remedy hereunderpermit that does not result in any of the consequences specified in clause (A), (B) or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (iiC) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All proceeds from In the sale event of any Taking of or any casualty or other disposition damage or injury to the Property, Borrower’s right, title and interest in and to all compensation, awards, proceeds, damages, claims, insurance recoveries, causes and rights of Collateral action (whether accrued prior to or after the date hereof) and payments which Borrower may receive or to which Borrower may become entitled with respect to the Property or any part thereof other than payments received in connection with any liability or loss of rental value or business interruption insurance (collectively, Proceeds), in connection with any such Taking of, or casualty or other damage or injury to, the Property or any part thereof are hereby assigned by Borrower to Lender and, except as otherwise herein provided, shall be paid to the Administrator under this Section 9 Lender. Borrower shall, in good faith and in a commercially reasonable manner, file and prosecute the adjustment, compromise or settlement of any claim for Proceeds and, subject to Borrower’s right to receive the direct payment of any Proceeds as herein provided, will cause the same to be paid directly to Lender to be held and applied in accordance with the provisions of this Agreement. Except upon the occurrence and during the continuance of an Event of Default, Borrower may settle any insurance claim with respect to Proceeds which does not exceed the Casualty Amount. Whether or not an Event of Default shall have occurred and be continuing, Lender shall have the right to approve, such approval not to be unreasonably withheld, any settlement which might result in any Proceeds in excess of the Casualty Amount and Borrower shall deliver or cause to be delivered to Lender all instruments reasonably requested by Lender to permit such approval. Borrower shall pay all reasonable out-of-pocket costs, fees and expenses reasonably incurred by Lender (including all reasonable attorneys’ fees and expenses, the reasonable fees of insurance experts and adjusters and reasonable costs incurred in any litigation or arbitration), and all other moneys received by interest thereon at the Administrator pursuant Default Rate to the terms extent not paid within ten (10) Business Days after delivery of this Agreement shall be applied as follows: (i) Firsta request for reimbursement by Lender accompanied by an invoice and other evidence of such costs, to the payment of all fees and expenses incurred by the Administrator in connection with this Agreement or the exercise settlement of any right or remedy hereunderclaim for Proceeds and seeking and obtaining of any payment on account thereof in accordance with the foregoing provisions. If any Proceeds are received by Borrower and may be retained by Borrower pursuant to this Section 6.2, or any sale or dispositionsuch Proceeds shall, includinguntil the completion of the related Work, but not limited to the expenses be held in trust for Lender and shall be segregated from other funds of taking, advertising, processing, preparing and storing the Collateral Borrower to be sold, all court costs and used to pay for the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to cost of the payment of valid Guaranty Claims Work in accordance with the terms thereof hereof, and in the order in which a complete claim (including all required documentation) is receivedevent such Proceeds exceed the Casualty Amount, treating all claims received the same day as received at the same time (if there are not sufficient funds such Proceeds shall be forthwith paid directly to and held by Lender in the Pledged Proceeds Reserve Account to pay all claims payable therefrom received on a given dayin trust for Borrower, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder each case to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, applied or balances disbursed in accordance with this Agreement promptly upon its Section 6.2. If an Event of Default shall have occurred and be continuing, or if Borrower fails to file and/or prosecute any insurance claim for a period of fifteen (15) Business Days following Borrower’s receipt of written notice from Lender, Borrower hereby irrevocably empowers Lender, in the same. In respect name of Borrower as its true and lawful attorney-in-fact, to file and prosecute such claim (including settlement thereof) with counsel satisfactory to Lender and to collect and to make receipt for any application such payment, all at Borrower’s expense (including payment of interest at the Default Rate for any amounts advanced by Lender pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent this Section 6.2). Notwithstanding anything to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in this Agreement or any other Loan Document, however, unless an Event of Default has occurred and is continuing hereunder, to the Guaranty Agreementsextent any Proceeds do not exceed the Casualty Amount, such Proceeds are to be paid directly to Borrower to be applied to restoration of the Property in accordance with the terms hereof (except that Proceeds paid in respect of the insurance described in Section 6.1.4 shall be deposited directly to the Collection Account as revenue of the Property).

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s 's reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s 's payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All proceeds from (a) In addition to the sale or rights of the Lender specified in Section 3(d) with respect to payments of Accounts, it is agreed that upon the occurrence of and during the continuance of an Event of Default all Proceeds received by any Grantor consisting of cash, checks and other disposition of Collateral near-cash items shall be held by the Administrator Grantors in trust for the Lender, segregated from other funds of the Grantors, and shall, forthwith upon receipt by any Grantor, be turned over to the Lender in the exact form received by such Grantor (duly endorsed by such Grantor to the Lender, if required), and held by the Lender in a Collateral Account maintained under the sole dominion and control of the Lender. Any and all such Proceeds held by the Lender in a Collateral Account (or by any Grantor in trust for the Lender) shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in this Section 9 Section. (b) At such intervals as may be agreed upon between the Lender and the Grantors or, if an Event of this Default shall have occurred and be continuing, at any time at the Lender’s election, the Lender may apply all or any part of the Proceeds constituting Collateral, whether or not held in any Collateral Account, and any Proceeds of the Pledge Agreement, and all the Guarantee or any other moneys Loan Document, or otherwise received by the Administrator pursuant Lender, against the Secured Obligations (whether matured or unmatured), such application to be in the terms of this Agreement shall be applied as followsfollowing order: (i) First, to the payment of all expenses pay incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the and unpaid fees and expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and Lender under the Administrator’s reasonable legal fees in connection therewithLoan Documents; (ii) Second, to the Lender, for application by it towards payment of valid Guaranty Claims amounts then due and owing and remaining unpaid in accordance with respect of the terms thereof in Secured Obligations, according to the order in which a complete claim (including all required documentation) is received, treating all claims received amounts of the same day as received at Secured Obligations then due and owing and remaining unpaid to the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); andLender; (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security Lender, for TERI’s payment application by it towards prepayment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt according to the amounts of the same. In respect Secured Obligations then held by the Lender; and (iv) Fourth, any balance of any application pursuant to clause (ii) abovesuch Proceeds remaining after the Secured Obligations shall have been paid in full, such proceedsand the Commitments shall have terminated, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator Grantors or such officer, or to whomsoever may be answerable in any way for lawfully entitled to receive the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreementssame.

Proceeds. All 7.1 So long as the Discharge of Project Debt Obligations has not occurred, whether or not any Proceeding has been commenced by or against Owner, any Collateral or proceeds from thereof received in connection with the sale or other disposition of of, or collection on, such Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or upon the exercise of any right or remedy hereunderremedies by a Financing Party, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent Financing Parties to the contrary expressed Project Debt Obligations in such order as specified in the Loan Documents. Upon the Discharge of Project Debt Obligations, if (a) there has been and continues to be an Owner Default under the Agreement, (b) the amount of damages suffered by Purchaser as a result of such Owner Default has been agreed in writing between Owner and Purchaser or otherwise by XXXX at determined in accordance with Article 18 of the Agreement, and (c) Owner shall not have paid such amount on or before the date specified for payment in such written agreement or within fourteen (14) Business Days after the date of such determination, as applicable, the Financing Parties shall then deliver to Purchaser any time. Upon any sale Collateral and proceeds of Collateral held by any Financing Party in the Administrator same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by Purchaser to the TSA Obligations in such order as specified in the Purchaser’s Security Documents. 7.2 If (whether pursuant to a power a) Purchaser shall receive any Collateral or proceeds of sale granted by a statute any Collateral in contravention of the Subordination Agreement, or under a judicial proceeding)1014917.31-D.C. Server 1A - MSW (b) the Senior Liens do not attach to, or are not perfected or enforceable with respect to, any Collateral for any reason, and Purchaser shall receive any distribution or recovery with respect to, or allocable to, the receipt value of such Collateral or any proceeds, thereof, then Purchaser agrees that any such Collateral, distribution, recovery or proceeds shall (for so long as the Administrator or Discharge of the officer making the sale shall Project Debt Obligations has not occurred) be a sufficient discharge to the purchaser or purchasers of the Collateral so sold segregated and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money held in trust and forthwith paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth Financing Parties in the Guaranty Agreementssame form as received without recourse, representation or warranty (other than a representation of Purchaser that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery), but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct until such time as the Discharge of Project Debt Obligations has occurred. The Financing Parties are hereby authorized to make any such endorsements as agent for Purchaser. This authorization is coupled with an interest and is irrevocable.

Proceeds. All proceeds from (a) The Secured Parties hereby agree among themselves that (i) prior to the sale occurrence and continuance of a Triggering Event, each Secured Party shall be entitled to receive and retain for its own account, and shall never be required to disgorge to the Collateral Agent or any other disposition Secured Party or acquire direct or participating interests in the Loan Obligations or the Swap Obligations owing to such Secured Party, scheduled payments or voluntary prepayments, payments of Collateral principal, interest, fees, settlement payments and any other payments in respect of the Principal Agreements, all in compliance with the terms thereof, and (ii) after the occurrence and during the continuance of a Triggering Event (and during the Blocking Period), all such amounts (other than any netting or setoff rights, which are acknowledged to be for the sole benefit of the relevant Swap Counterparty, notwithstanding Sections 4 and 5 hereof) shall be treated as if constituting Proceeds and shall be shared by the Administrator under Creditors Ratably and in accordance with this Section 9 5. (b) After the occurrence and during the continuance of this Agreementa Triggering Event, and all other moneys Proceeds received by any Secured Party shall be applied in accordance with this Section 5. If any Secured Party (including the Administrator pursuant Collateral Agent) shall obtain or receive any amount or payment in respect of Total Obligations owed to such Secured Party other than in accordance with this Section 5, such Secured Party shall notify each Creditor and the Collateral Agent thereof and shall promptly pay (in the case of the Collateral Agent, to the extent in its possession) such amount (less any reasonable costs and expenses incurred by such Secured Party in obtaining such amount) to the Collateral Agent for the account of the Secured Parties, to be shared in accordance with Section 5(c). (c) After the occurrence and during the continuance of a Triggering Event, all Proceeds received by Collateral Agent shall be applied in the following order (it being agreed that the Collateral Agent shall, within a commercially reasonable time following the receipt thereof, distribute to each of the Administrative Agent and Swap Counterparties its Ratable share of all Proceeds in the following order of priority; provided that such Proceeds shall not be so applied until such time as the amount of the Total Obligations and the applicable breakdown of such Total Obligations owed to the Administrative Agent and each Swap Counterparty has been determined in accordance with the terms hereof and under the terms of this Agreement shall be applied the relevant Loan Documents or Swap Documents, as follows: (iapplicable, including and subject to Section 5(d) below): First, to the payment of all amounts payable under this Agreement, the Fee Letter (as defined in the Credit Agreement) or any of the Security Instruments on account of the Collateral Agent’s fees and any reasonable fees, costs and expenses (including, without limitation, reasonable fees and expenses of counsel to the Collateral Agent) or other liabilities of any kind incurred by by, or indemnities in favor of, the Administrator Collateral Agent or any co-trustee, custodian or agent of the Collateral Agent in connection with this Agreement or any Security Instrument or the exercise of any right Collateral Agent performing its obligations hereunder or remedy hereunderthereunder; Second, or any sale or disposition, including, but not limited Ratably to the expenses Administrative Agent and each Swap Counterparty (but excluding for purposes of takingthis determination outstanding Loan Obligations constituting Excess Priority Lien Obligations), advertisingrespectively, processing, preparing and storing until the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; Total Obligations then owing (iiother than Loan Obligations constituting Excess Priority Lien Obligations) Secondare fully satisfied; Third, to the Administrative Agent in satisfaction of any Loan Obligations constituting Excess Priority Lien Obligations and any other indebtedness of the Loan Parties, other than the Loan Obligations or the Swap Obligations, secured by the Security Instruments; and Fourth, to the extent that any Proceeds remain after the full and indefeasible payment of valid Guaranty Claims all of the amounts described in the preceding paragraphs, to Borrower or as a court of competent jurisdiction may direct. In connection with the application of Proceeds pursuant to this Section 5(c), except as otherwise directed in writing by the Controlling Party, the Collateral Agent may sell any non-cash proceeds for cash prior to the application of the proceeds thereof in accordance with the terms UCC. (d) Upon receipt of any of the Proceeds referred to in Section 5(c), the Collateral Agent shall promptly provide notice to the Administrative Agent and each Swap Counterparty of the receipt of such Proceeds. As soon as is reasonably practicable after the receipt of such notice, the Administrative Agent and each Swap Counterparty shall give the Collateral Agent a written certification by an authorized officer or representative thereof in of the order in which aggregate amount of the Loan Obligations or Swap Obligations (as applicable) then outstanding owed to the Secured Parties represented by such Creditor under the Loan Documents or Swap Documents (as applicable) to be certified to as presently due and owing (and, promptly upon receipt thereof, the Collateral Agent shall provide a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account copy of each such certification to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as each other Creditor). Unless otherwise directed by a court of competent jurisdiction, the Administrator); and (iii) Third, any remainder to be held pursuant to Collateral Agent may conclusively rely on such certifications and shall use the terms of this Agreement information provided for in such certifications as continuing security the basis for TERI’s payment of applying the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances Proceeds in accordance with this Agreement promptly upon Section 5(c). If a Creditor fails to provide such certification within thirty (30) days of the date such Creditor receives notice from the Collateral Agent of receipt of Proceeds referred to in Section 5(c), (x) the Collateral Agent shall send a subsequent notice to such Creditor of its receipt of Proceeds, and (y) such Creditor shall have an additional fifteen (15) days from its receipt of such subsequent notice to provide such certification to the sameCollateral Agent. In respect of any application pursuant to clause (ii) above, If no such proceeds, monies, or balances shall be applied certification has been provided by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation expiration of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator such additional fifteen (whether pursuant to a power of sale granted by a statute or under a judicial proceeding)15) day period, the receipt Collateral Agent shall assume the Loan Obligations or Swap Obligations due and owing to such Creditor are zero ($0) for purposes of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereofProceeds under Section 5(c). Notwithstanding the sale foregoing, and for the avoidance of doubt, the Collateral Agent may apply Proceeds in accordance with clause “First” of Section 5(c) at any time following its receipt thereof, regardless whether or other disposition of any Collateral not the certifications referred to in this clause (d) have been received by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty AgreementsCollateral Agent.

Proceeds. All (a) If an Event of Default or Trigger Event shall occur and be continuing, (a) all proceeds from the sale or other disposition of Collateral received by the Administrator under this Section 9 Pledgor consisting of this Agreementcash, checks and other near-cash items shall be held by Pledgor in trust for Buyer, segregated from other funds of Pledgor, and all other moneys shall forthwith upon receipt by Pledgor be remitted to the Dedicated Account in the exact form received by Pledgor (duly endorsed by Pledgor to Buyer, if required) and (b) any and all such proceeds received by Buyer (whether from Pledgor or otherwise) may, in the Administrator pursuant sole discretion of Buyer, be held by Buyer as collateral security for, and/or then or at any time thereafter may be applied by Buyer against, the Obligations (whether matured or unmatured), such application to be in such order as Buyer shall elect. Any balance of such proceeds remaining after the terms of Obligations shall have been paid in full and this Agreement shall have been terminated shall be remitted in accordance with Repurchase Documents. For the avoidance of doubt, the Servicer shall be solely responsible for remitting to the Pledgor any amounts owed the Pledgor. In no event shall the Buyer be accountable to the Pledgor for any excess proceeds, which the Pledgor acknowledges, may be remitted by the Buyer in accordance with the Repurchase Documents. (b) Each of Pledgor and Servicer acknowledges and agrees that all amounts with respect to the Portfolio Excess Spread and related Servicing Rights shall be remitted by Servicer to the Dedicated Account to be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims Buyer in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty AgreementsRepurchase Agreement.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this AgreementSecured Party hereunder, and all other moneys received by the Administrator Secured Party pursuant to the terms of this Agreement (whether through the exercise by the Secured Party of its right of collection of accounts or otherwise) and all balances from time to time remaining in the special account required to be maintained by the Debtor under Section 6.4 shall be applied as follows: (ia) First, to the payment of (i) all expenses incurred by the Administrator Secured Party in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to to, the expenses of taking, advertising, processing, insuring, preparing and storing scoring the Collateral to be sold, all court costs and the Administrator’s reasonable Secured Party's legal fees in connection therewith, and (ii) all advances made by the Secured Party hereunder for the account of the Debtor; (iib) SecondNext, to the payment of valid Guaranty Claims the unpaid principal amount due and owing on any of the Secured Obligations in accordance with the terms thereof in thereof, together with interest thereon to the order in which a complete claim (including all required documentation) is receiveddate of payment; the remainder to be held as security for, treating all claims received the same day as received at the same time (if there are Debtor's payment of any Secured Obligations not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given daythen due and owing, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator)together with interest accrued and accruing thereon; and (iiic) ThirdFinally, any remainder surplus remaining to be held pursuant paid over to the terms Debtor or as a court of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligationscompetent jurisdiction may direct. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In With respect of to any application pursuant to clause (iib) above, such proceeds, monies, moneys or balances shall may be applied by applied, at the Administrator sole discretion of the Secured Party and to the extent of the amount thereof, to discharge in whole or in part any the most recently incurred and unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX the Debtor at any time. Upon any sale of Collateral by the Administrator Secured Party (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator Secured Party or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator Secured Party or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator Secured Party hereunder, XXXX the Debtor shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All right, title and interest, present and future, of the Company in and to all proceeds, profits, products, revenues and other income, and in and to all proceeds and payments, from and on account of the property, rights and privileges described in clause FIRST above. To have and to hold the Collateral unto the Trustee and its successors and assigns in mortgage, pledge and trust for the benefit and security of the Holders from time to time of all the Notes issued and Outstanding hereunder and the Trustee and for the uses and purposes and subject to the terms and provisions set forth in this First Supplemental Indenture. In trust nevertheless, upon the terms and trusts set forth, for the equal and proportionate benefit and security of all Holders of the Notes issued and to be issued hereunder, without preference, distinction or priority as to Lien (as defined in the Original Indenture) or otherwise of any Note over any other Note by reason of priority in time of issue, sale or negotiation thereof, or by reason of the purpose of issue, or otherwise howsoever, except as herein otherwise expressly provided. The Company does hereby constitute the Trustee the true and lawful attorney of the Company irrevocably, with full power (in the name of the Company or otherwise) to ask, require, demand, receive, settle, compromise, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of any of the Collateral, to endorse any checks or other disposition instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Trustee may deem to be necessary or advisable in the premises. The Company agrees that any time and from time to time, upon the written request of Collateral the Trustee, it will promptly and duly execute and deliver any and all such further instruments and documents as the Trustee may reasonably deem desirable in obtaining the full benefits of the foregoing clauses FIRST and SECOND and of the rights and powers herein granted. The Company does hereby warrant and represent that, except as otherwise contemplated by the Administrator under this Section 9 of this AgreementIndenture, it has not mortgaged, assigned or pledged, and hereby covenants that it will not mortgage, assign or pledge, so long as this First Supplemental Indenture shall remain in effect, any of the right, title or interest hereby mortgaged, assigned or pledged to anyone other than the Trustee. It is hereby covenanted and agreed that the terms and conditions upon which the Notes are issued, authenticated, delivered and accepted by all other moneys received by Persons (as defined on the Administrator Original Indenture) who shall from time to time be or become the Holders thereof, and the terms and conditions upon which the property herein mortgaged and pledged is to be held and disposed of, which said terms and conditions the Trustee hereby accepts and agrees to discharge pursuant to the terms of this Agreement shall be applied hereof, are as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All proceeds from (a) In addition to the sale or rights of the Collateral Agent and the Secured Parties specified in Section 3(c) with respect to payments of Receivables, it is agreed that all Proceeds received by any Grantor consisting of cash, checks and other disposition of Collateral near-cash items shall be held by the Administrator under this Grantors in trust for the Collateral Agent and the Secured Parties, segregated from other funds of the Grantors, and shall, promptly upon receipt by any Grantor, be deposited and held in a Controlled Account (or, to the limit allowed, in an Excluded Account). Any and all such Proceeds held in a Controlled Account (or by any Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for the Obligations and shall not constitute payment thereof until applied as provided in Section 9 8(b). Cash or any other property held in a Controlled Account shall not be transferred to any Deposit Account, Securities Account or Commodity Account of this any Grantor that is not a Controlled Account or an Excluded Account. (b) If an Event of Default shall have occurred and be continuing, at any time at the Collateral Agent’s election (or at the direction of the Required Lenders), the Collateral Agent shall apply all or any part of the Proceeds constituting Collateral, whether or not held in any Collateral Account, and any Proceeds of any Pledge Agreement, and all the Guarantee or any other moneys Loan Document, or otherwise received by the Administrator pursuant Collateral Agent, against the Obligations (whether matured or unmatured), such application to be in the terms of this Agreement shall be applied as followsfollowing order: (i) First, to the payment of all expenses pay incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the and unpaid fees and expenses of taking, advertising, processing, preparing the Issuing Lenders and storing Agents under the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewithLoan Documents; (ii) Second, to the Administrative Agent, for application by it towards payment of valid Guaranty Claims all amounts then due and owing and remaining unpaid in accordance with respect of interest and fees pro rata among the terms thereof in Secured Parties according to the order in which a complete claim amounts of such Obligations (including all required documentationother than the Subordinated Obligations) is received, treating all claims received then due and owing and remaining unpaid to the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); andSecured Parties; (iii) Third, to the Administrative Agent, for application by it towards (i) payment of all principal on all Loans then outstanding and all Unreimbursed Amounts then outstanding and (ii) Cash Collateralizing any remainder outstanding Letters of Credit, pro rata among the Secured Parties according to the amounts of the Obligations to be held pursuant so paid or Cash Collateralized under this clause (iii) owing to the terms Secured Parties; (iv) Fourth, to the Administrative Agent, for application by it towards payment of this Agreement as continuing security all other amounts then due and owing and remaining unpaid in respect of the Obligations (other than the Subordinated Obligations), pro rata among the Secured Parties according to the amounts of such Obligations (other than the Subordinated Obligations) then due and owing and remaining unpaid to the Secured Parties; (v) Fifth, to the Administrative Agent, for TERI’s application by it towards prepayment of the Obligations (other than the Subordinated Obligations), pro rata among the Secured Parties according to the amounts of the Obligations (other than the Subordinated Obligations) being so prepaid then held by the Secured Parties; (vi) Sixth, to the Administrative Agent, for application by it towards payment of all amounts then due and owing and remaining unpaid in respect of the Subordinated Obligations and prepayment of the remaining Secured Subordinated Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt pro rata among the Subordinated Parties according to the amounts of the same. In respect Subordinated Obligations then due and owing and remaining unpaid or being so prepaid then held by the Subordinated Parties; and (vii) Seventh, any balance of any application pursuant to clause (ii) abovesuch Proceeds remaining after the Obligations shall have been paid in full, such proceeds, monies, or balances no Letters of Credit shall be applied by outstanding and the Administrator to discharge in whole or in part any unpaid Secured ObligationCommitments shall have terminated, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator applicable Grantor or such officer, or to whomsoever else may be answerable in any way for lawfully entitled to receive the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreementssame.

Proceeds. All proceeds from the sale (a) The Proceeds of any sale, disposition or other disposition realization upon any Collateral shall be applied by Lender upon receipt to the Obligations in such order as Lender may deem advisable in its sole discretion (including the cash collateralization of Collateral by any Letter of Credit Obligations) and after the Administrator under this Section 9 indefeasible payment and satisfaction in full in cash of this Agreementall of the Obligations, and after the payment by Lender of any other amount required by any provision of law, the surplus, if any, shall be paid to Borrower or its representatives or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (b) Notwithstanding anything contained herein, and subject to Section 7.5(c), all other moneys received payments made by or for the Administrator pursuant account of the Credit Parties to the terms Lender after any or all of this Agreement the Obligations have been accelerated, and the Proceeds of any Collateral other than the Contract Revolver Collateral, shall be applied as follows: (i) Firstfirst, to the payment of all costs and expenses incurred by of the Administrator Lender in connection with this Agreement or the exercise of Loan Documents and any right or remedy hereunder, or any sale or disposition, including, but not limited to the enforcement thereof (including costs and expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees Lender in connection therewithwith the enforcement of the EDC Guarantee) other than the enforcement of Contract Revolver Collateral; (ii) Secondsecond, to the payment of valid Guaranty Claims legal fees and expenses of the Lender in accordance connection with the terms Loan Documents and any enforcement thereof in the order in which a complete claim (including legal fees and expenses of the Lender in connection with the review and enforcement of the EDC Guarantee) other than the enforcement of Contract Revolver Collateral; (iii) third, to payment of all required documentation) is received, treating all claims received accrued and unpaid interest on the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed Operating Loan and any other fees remaining owing by the Administrator)Credit Parties to the Lender in connection with the Operating Loan; (iv) fourth, to payment of all other outstanding Obligations in respect of the Revolving Credit Loan and Letter of Credit Obligations other than the EDC Guaranteed Letter of Credit Obligations; (v) fifth, to payment of all accrued and unpaid interest on the Contract Revolver Loan; (vi) sixth, to payment of all other outstanding Obligations in respect of the Contract Revolver Loan; and (iiivii) Thirdseventh, to pay any remainder reimbursement or cash collateralization obligations in respect of EDC Guaranteed Letter of Credit Obligations and all other outstanding Obligations in respect of the EDC Guaranteed Letter of Credit Loan. (c) Notwithstanding anything contained in Section 7.5(a), or in paragraphs 7.5(b)(i) to 7.5(b)(vii) of this Section 7.5, after any or all of the Obligations have been accelerated, the Proceeds of any Contract Revolver Collateral, shall be held pursuant applied as follows: (i) first, to payment of costs and expenses of the Lender in connection with the enforcement of the Loan Documents with respect to the terms of this Agreement as continuing security for TERI’s payment Contract Revolver Collateral (other than costs and expenses of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances Lender in accordance connection with this Agreement promptly upon its receipt the enforcement of the same. In respect of any application pursuant to clause EDC Guarantee); (ii) abovesecond, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation payment of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt legal fees and expenses of the Administrator or Lender in connection with the enforcement of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan Documents with respect to which the Owner receives Contract Revolver Collateral (other than legal fees and expenses of the Lender in connection with the review and enforcement of the EDC Guarantee); (iii) third, to payment in full hereunder will forthwith be transferred to XXXX of all accrued and unpaid interest on the terms Contract Revolver Loans and conditions set forth any other fees remaining owing by the Credit Parties to the Lender in connection with the Guaranty AgreementsContract Revolver Facility; (iv) fourth, to payment of all other outstanding Obligations in respect of the Contract Revolver Loans; (v) fifth, to payment of all accrued and unpaid interest on the Operating Loan and any other fees remaining owing by the Credit Parties to the Lender in connection with the Operating Loan; (vi) sixth, to payment of all other outstanding Obligations in respect of the Revolving Credit Loan and Letter of Credit Obligations other than the EDC Guaranteed Letter of Credit Obligations; and (vii) seventh, to pay any reimbursement or cash collateralization obligations in respect of EDC Guaranteed Letter of Credit Obligations and all other outstanding Obligations in respect of the EDC Guaranteed Letter of Credit Loan.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator Agent under this Section 9 of this Deposit and Security Agreement, and all other moneys received by the Administrator Agent pursuant to the terms of this Deposit and Security Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator Agent in connection with this Deposit and Security Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s Agent's reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the AdministratorAccount); , and (iii) Third, any remainder to be held pursuant to the terms of this Deposit and Security Agreement as continuing security for TERI’s 's payment of the remaining Secured Obligations. The Administrator Agent shall apply any such proceeds, monies, or balances in accordance with this Deposit and Security Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator Agent to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator Agent (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator Agent or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator Agent hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives Agent makes payment in full to Owner hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty AgreementsAgreement.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s 's reasonable legal fees in connection therewith; ; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s 's payment of the remaining Secured Obligations. 11 <PAGE> The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, any and all other moneys received by of the Administrator pursuant foregoing (including -------- proceeds which constitute property of the types described in clauses (1) through (5) above) and, to the terms extent not otherwise included, all payments under insurance (whether or not the Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of this Agreement shall be applied as followsloss or damage to or otherwise with respect to any of the foregoing items. Anything herein contained to the contrary notwithstanding: (a) The foregoing security interest granted pursuant to this GRANTING CLAUSE shall not be effective for any item of Collateral to the extent that such grant would (i) Firstviolate any clause in any Contract or Requirement of Law prohibiting such grant of a security interest, (ii) be based on any Contract or Requirement of Law or otherwise require the consent of any Person which has not been granted, (iii) relate to any Excluded Aircraft or (iv) relate to any Other Excluded Collateral ; provided, however, that if the Lease Documents -------- ------- relating to such Excluded Aircraft or the documents relating to such Other Excluded Collateral no longer prohibit the Lender from obtaining a security interest in such Excluded Aircraft or Other Excluded Collateral, the Collateral shall include such Excluded Aircraft or Other Excluded Collateral. For purposes of this GRANTING CLAUSE, "Excluded Aircraft" shall mean and include all right, title, interest, claims and demands of the Debtor in, to and under (i) that certain Trust Agreement dated as of October 4, 1988 between Borrower, as trustor and beneficiary, and Meridian Trust Company, as owner trustee, as amended, supplemented and assigned to date, and the payment of all expenses incurred by assets constituting the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or dispositiontrust estate thereunder, including, but not limited to without limitation, (A) the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs Boeing 737-3G7 aircraft bearing U.S. Registration No. N305AW and the Administrator’s reasonable legal fees engines, parts, components, and records relating thereto (collectively, "Aircraft N305AW"), and (B) any and all leases of Aircraft N305AW and other contractual arrangements (including tax indemnification agreements) pertaining to Debtor's right, title and interest in connection therewith; Aircraft N305AW, (ii) Secondthat certain Trust Agreement 841 dated as of August 25, 1987 between Borrower, as trustor and beneficiary, and Wilmington Trust Company, as owner trustee, as amended, supplemented and assigned to date, and the payment assets constituting the trust estate thereunder, including, without limitation, (A) the DC-9-82 aircraft bearing X.X. Xxxxxxxxxxxx Xx. X00000 and manufacturer's serial number 49581 and the engines, parts, components and records relating thereto (collectively, "Aircraft N15841"), and (B) any and all leases of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim Aircraft N315841 and other contractual arrangements (including all required documentationtax indemnification agreements) is receivedpertaining to Debtor's right, treating all claims received the same day as received at the same time (if there are not sufficient funds title and interest in the Pledged Account to pay all claims payable therefrom received on a given dayAircraft N15841, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Thirdthat certain Trust Agreement 353 dated as of November 19, any remainder 1987 between Borrower, as trustor and beneficiary, and First Security Bank, National Association (as successor to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceedingMeridian Trust Company), as owner trustee, as amended, supplemented and assigned to date, and the receipt assets constituting the trust estate thereunder, including, without limitation, (A) the Boeing 737-3TO aircraft bearing X.X. Xxxxxxxxxxxx Xx. X00000 and manufacturer's serial number 23591 and the engines, parts, components and records relating thereto (collectively, "Aircraft N70353"), and (B) any and all leases of the Administrator or Aircraft N70353 and other contractual arrangements (including tax indemnification agreements) pertaining to Debtor's right, title and interest in Aircraft N70353, and (iv) that certain Trust Agreement dated as of the officer making the sale shall be a sufficient discharge April 1, 1986 between Debtor, as successor in interest to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officerNorth American Aircraft Finance Corporation, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreements.as trustor and

Proceeds. All proceeds from In the sale event that, following the occurrence or other disposition during the continuance of Collateral by any Default or Event of Default, Lead Agent or any Lender, as the Administrator under this Section 9 case may be, receives any monies in connection with the enforcement of this Agreementany of the Loan Documents, and all other moneys received by the Administrator pursuant to the terms of this Agreement such monies shall be applied distributed for application as follows: (ia) First, to the payment of, or (as the case may be) the reimbursement of the Lead Agent and the Lenders for or in respect of all expenses reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by Lead Agent and the Administrator Lenders in connection with the collection of such monies by Lead Agent and the Lenders, for the exercise, protection or enforcement by Lead Agent and the Lenders of all or any of the rights, remedies, powers and privileges of Lead Agent and the Lenders under this Agreement or any of the exercise other Loan Documents or in support of any right provision of adequate indemnity to Lead Agent and the Lenders against any taxes or remedy hereunderliens which by law shall have, or any sale or dispositionmay have, including, but not limited to priority over the expenses rights of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs Lead Agent and the Administrator’s reasonable legal fees in connection therewithLenders to such monies, provided however, that any distribution to Lead Agent and the Lenders under this Section 12.3(a) shall be first made to Lead Agent for costs incurred by Lead Agent on behalf of Lenders, then pro rata to each Lender based on its respective Commitment Percentage; (iib) Second, to all other Obligations in such order or preference as Lead Agent and the payment Majority Lenders may determine; provided, however, that distributions in respect of valid Guaranty Claims in accordance such Obligations shall be made (i) first to repayment of Swing Line Loans; (ii) pari passu among Obligations with respect to Lead Agent's fee payable pursuant to Section 3.3 and all other Obligations; (iii) pari passu among Obligations with respect to the terms thereof Loans and Letters of Credit, except that in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account event that any Lender shall have wrongfully failed or refused to pay all claims payable therefrom received on a given day, all make an Advance under Section 2.7 and such claims failure or refusal shall be paid continuing, Advances made by other Lenders during the pendency of such failure or refusal shall be entitled to be repaid as to principal and accrued interest in partpriority to the other Obligations described in this Section 12.3(b); and (iv) Obligations owing to Lenders with respect to each type of Obligation such as interest, principal, fees and expenses, shall be made among Lenders pro rata; and provided, from the Pledged Account as directed by the Administrator)further that Lead Agent may in its discretion make proper allowance to take into account any Obligations not then due and payable; and (iiic) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceedsexcess, moniesif any, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator returned to discharge in whole Borrower or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty AgreementsPersons as are entitled thereto.

Proceeds. All proceeds from the sale or other disposition of Collateral If required by the Administrator under this Section 9 Collateral Agent (at the direction of this Agreementthe Required Purchasers) at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles comprising a portion of the Collateral, when collected or received by each Grantor, and all any other moneys cash or non-cash Proceeds received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly each Grantor upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent in a special collateral account maintained by the Administrator hereunderCollateral Agent subject to withdrawal by the Collateral Agent for the ratable benefit of the Secured Parties only, XXXX as hereinafter provided, and, until so turned over, shall remain liable be held by such Grantor on behalf of and for the benefit of the Collateral Agent for the ratable benefit of the Secured Parties segregated from other funds of any deficiencysuch Grantor. Any Loan with respect Each deposit of any such Proceeds shall be accompanied by a report identifying in detail the nature and source of the payments included in the deposit. All Proceeds of the Collateral (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments or Payment Intangibles comprising a portion of the Collateral) while held by the Collateral Agent (or by any Grantor on behalf of and for the benefit of the Collateral Agent for the ratable benefit of the Secured Parties) shall continue to which be collateral security for all of the Owner receives Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals as may be agreed upon by each Grantor and the Collateral Agent (at the direction of the Required Purchasers), or, if an Event of Default shall have occurred and be continuing, at any time at the Collateral Agent’s (at the direction of the Required Purchasers) election, the Collateral Agent shall apply all or any part of the Proceeds on deposit in full hereunder will forthwith be transferred to XXXX said special collateral account on account of the terms and conditions Secured Obligations in the order set forth in Section 8.2 of the Guaranty AgreementsNote Purchase Agreement, and any part of such Proceeds which the Collateral Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Collateral Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same. After an Event of Default specified in Section 8.1(g) or 8.1(h) of the Note Purchase Agreement, any expenses incurred or services rendered by the Collateral Agent or any Purchaser in connection therewith (including the reasonable expenses of its counsel) shall constitute expenses of administration under the Bankruptcy Code.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this AgreementSecured Party hereunder, and all other moneys received by the Administrator Secured Party pursuant to the terms of this Agreement (whether through the exercise by the Secured Party of its right of collection of Accounts or otherwise) and all balances from time to time remaining in the special account required to be maintained by each Debtor under Section 6.4 shall be applied as follows: (ia) First, to the payment of (i) all expenses incurred by the Administrator Secured Party in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to to, the expenses of taking, advertising, processing, insuring, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable Secured Party's legal fees in connection therewith, and (ii) all advances made by the Secured Party hereunder for the account of any Debtor; (iib) SecondNext, to the payment of valid Guaranty Claims the unpaid principal amount due and owing on any of the Secured Obligations in accordance with the terms thereof in thereof, together with interest thereon to the order in which a complete claim (including all required documentation) is receiveddate of payment; the remainder to be held as security for the Debtors' payment of any Secured Obligations not then due and owing, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator)together with interest accrued and accruing thereon; and (iiic) ThirdFinally, any remainder surplus remaining to be held pursuant paid over to the terms Debtors or as a court of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligationscompetent jurisdiction may direct. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In With respect of to any application pursuant to clause (iib) above, such proceeds, monies, moneys or balances shall may be applied by applied, at the Administrator sole discretion of the Secured Party and to the extent of the amount thereof, to discharge in whole or in part any the most recently incurred and unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX any Debtor at any time. Upon any sale of Collateral by the Administrator Secured Party (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator Secured Party or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator Secured Party or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator Secured Party hereunder, XXXX the Borrower and each Debtor shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All proceeds from (a) The Creditors hereby agree between themselves that (i) prior to the sale or other disposition occurrence of Collateral by the Administrator under this Section 9 of this Agreementa Triggering Event, each Creditor shall be entitled to receive and retain for its own account, and shall never be required to disgorge to Collateral Agent or any other Creditor hereunder or acquire direct or participating interests in the Loan Obligations or the Swap Obligations, as the case may be, owing to such Creditor, scheduled payments or voluntary prepayments, payments for the redemption or purchase of principal, interest, fees and premium, if any, settlement payments and any other payments in respect of the Principal Agreements or Credit Agreement Modifications, all in compliance with the terms thereof, and (ii) upon the occurrence and during the continuance of a Triggering Event, all such amounts received by any Creditor after such Triggering Event (other moneys than amounts received by the Administrator pursuant Bank Group from a Guarantor or from realization on collateral pledged to the terms Bank Group that does not constitute Collateral, or any netting or setoff rights exercised by any Swap Counterparty, which are acknowledged to be for the sole benefit of this Agreement the relevant Swap Counterparty) shall constitute Proceeds, shall be turned over to Collateral Agent, and shall be shared by the Creditors, Ratably, and in accordance with Section 4.02(b) below. (b) All Proceeds received by the Collateral Agent after the occurrence of a Triggering Event shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon Section 4.02. To the extent any Creditor ever receives any portion of such Proceeds in excess of its receipt of the same. In respect of any application pursuant to clause Ratable share (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed extent the Collateral Agent receives reimbursement in writing or otherwise by XXXX at any time. Upon any sale excess of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceedingexpenses actually incurred), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge party receiving those excess Proceeds agrees to the purchaser or purchasers of the Collateral promptly make all necessary transfers so sold and such purchaser or purchasers shall not be obligated as to see give full effect to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreementsthis Section 4.

Proceeds. All If any of the Collateral is sold by Bank upon credit or for future delivery, Bank shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such failure, Bank may resell such Collateral. In no event shall Borrower be credited with any part of the proceeds from of sale of any Collateral until and to the extent cash payment in respect thereof has actually been received by Bank. To the extent any of the Secured Obligations are contingent, cash proceeds received by Bank in respect of any sale of, collection from, or other disposition realization upon all or any part of the Collateral may, in the discretion of Bank, be held by the Administrator under this Section 9 of this Agreement, Bank as collateral for such contingent Secured Obligations. Any cash held by Bank as Collateral and all other moneys cash proceeds received by Bank in respect of any sale of, collection from, or other realization upon all or any part of the Administrator pursuant to Collateral may, in the terms discretion of this Agreement shall Bank, be applied as follows: (i) Firstapplied, first, to the payment of pay all costs and expenses incurred by the Administrator Bank in connection with this Agreement or incident to the custody, preservation, use or operation of, or the exercise sale of, collection from, or other realization upon, any and all of the Collateral, second, to pay all reasonable attorney's fees and legal expenses incurred by Bank in connection with or incident to the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any and all of the Collateral, third, to pay all matured and unpaid Secured Obligations, in whole or in part by Bank against, all or any part of the Secured Obligations in such order as Bank shall elect, fourth, if and to the extent any of the Secured Obligations are unmatured or contingent, to provide cash collateral for all such Secured Obligations, and fifth, in accordance with applicable law. If the proceeds of the sale of the Collateral are insufficient to pay all of the Secured Obligations, Borrower agrees to pay upon demand any deficiency to Bank. Bank shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies under this Security Agreement. A waiver by Bank of any right or remedy hereunderunder this Security Agreement on any one occasion, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated construed as a bar to see to the application or waiver of any part of the purchase money paid over to the Administrator such right or such officer, or remedy which Bank would have had on any future occasion nor shall Bank be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for exercising or failing to exercise any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreementssuch right or remedy.

Proceeds. All ​ Upon the occurrence of any Event of Taking, if a Material Default or Event of Default is continuing at such time, any awards or proceeds received from the sale any Authority or any other disposition Person or any property insurance proceeds, in either case, with respect to any Event of Collateral Taking (a) shall be paid to and held by the Administrator under this Section 9 Administrative Agent and (b) if an Event of this AgreementDefault is continuing, then in the Administrative Agent’s sole and all other moneys received absolute discretion, such amounts may be applied to the amounts then due and owing or accrued by the Administrator Lessee pursuant to the terms Operative Documents or as Lessee may direct so long as no Material Default or Event of this Agreement Default is continuing. ​ Upon the occurrence of any Event of Loss, Casualty or Condemnation, if an Event of Default or Default is continuing at such time or if the Lessee has elected either to rebuild the Facility or to purchase the Facility pursuant to Section 13.1 hereof, any awards or proceeds received from any Authority or any other Person or any property insurance proceeds, in either case, with respect to such Event of Loss, Casualty or Condemnation, shall be held by the Administrative Agent. If an Event of Default is then continuing, then in the Administrative Agent’s sole and absolute discretion, such amounts may be applied to the amounts then due and owing or accrued by the Lessee pursuant to the Operative Documents. If no Material Default or Event of Default is then continuing, any such awards or proceeds received from any Authority or any insurance proceeds with respect to any Event of Loss, Casualty or Condemnation, in each case, shall be held by the Administrative Agent and made available to the Lessee to the extent the Lessee rebuilds the Facility pursuant to Section 13.1, to pay costs actually incurred by the Lessee to restore the Leased Property as follows: required herein in accordance with Section 13.1 and any awards or proceeds received from any Authority or any insurance proceeds remaining after such restoration shall be paid by the Administrative Agent over to the Lessee. To the extent the Lessee purchases the Facility pursuant to Section 13.1, after the Lessee has satisfied all payment obligations pursuant to Section 13.1 regarding such purchase, so long as no Event of Default as described in clauses (h) or (i) Firstof Article XVII hereof is continuing (as evidenced by an order of a court), to the payment of all expenses incurred by the Administrator in connection with this Agreement any awards or the exercise of proceeds received from any right or remedy hereunder, Authority or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims insurance proceeds shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid Administrative Agent over to the Administrator or such officer, or be answerable in any way for the misapplication thereofLessee. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreements.​ ​ ​ ​

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator or Trustee in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith;therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all such complete claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator Agent under this Section 9 of this Deposit and Security Agreement, and all other moneys received by the Administrator Agent pursuant to the terms of this Deposit and Security Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator Agent in connection with this Deposit and Security Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s Agent's reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); andOwner; (iii) Third, any remainder to be held pursuant to the terms of this Deposit and Security Agreement as continuing security for TERI’s 's payment of the remaining Secured Obligations. The Administrator Agent shall apply any such proceeds, monies, or balances in accordance with this Deposit and Security Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator Agent to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator Agent (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator Agent or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator Agent hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives Agent makes payment in full to Owner hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty AgreementsAgreement.

Proceeds. All (a) If an Event of Default with respect to Tranche A shall occur and be continuing, (i) all proceeds of the Tranche A Collateral received by ReadyCap consisting of cash, checks and other near-cash items shall be held by ReadyCap in trust for the Lender, segregated from the sale or other disposition funds of Collateral by the Administrator under this Section 9 of this AgreementReadyCap, and shall forthwith upon receipt by ReadyCap be turned over to the Lender in the exact form received by ReadyCap (duly endorsed by ReadyCap to the Lender, if required) and (ii) any and all other moneys such proceeds received by the Administrator pursuant to Lender (whether from ReadyCap or otherwise) may, in the terms sole discretion of this Agreement shall the Lender, be applied as follows: (i) First, to the payment of all expenses incurred held by the Administrator in connection with this Agreement Lender as collateral security for, and/or then or the exercise of at any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall thereafter may be applied by the Administrator to discharge in whole Lender against, the Secured Obligations (whether matured or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent unmatured) related to the contrary expressed Tranche A Advances, such application to be in writing such order as the Lender shall elect. (b) If an Event of Default with respect to Tranche A or otherwise Tranche B shall occur and be continuing, (i) all proceeds of the Tranche B Collateral received by XXXX Sxxxxxxxxx consisting of cash, checks and other near-cash items shall be held by Sxxxxxxxxx in trust for the Lender, segregated from other funds of Sxxxxxxxxx, and shall forthwith upon receipt by Sxxxxxxxxx be turned over to the Lender in the exact form received by Sxxxxxxxxx (duly endorsed by Sxxxxxxxxx to the Lender, if required) and (ii) any and all such proceeds received by the Lender (whether from Sxxxxxxxxx or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time. Upon any sale of Collateral time thereafter may be applied by the Administrator Lender against, the Secured Obligations (whether pursuant to a power of sale granted by a statute matured or under a judicial proceedingunmatured), such application to be in such order as the receipt Lender shall elect. (c) Any balance of such proceeds remaining after the Administrator or of the officer making the sale Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan applicable Borrower with respect to which such Tranche or to whomsoever may be lawfully entitled to receive the Owner receives payment in full hereunder will forthwith same. For purposes hereof, proceeds shall include, but not be transferred limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, Condemnation Proceeds, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to XXXX on the terms and conditions set forth in the Guaranty AgreementsCollateral.

Proceeds. All proceeds from (a) In addition to the sale or rights of the Administrative Agent and the Secured Parties specified in Section 3(c) with respect to payments of Receivables, it is agreed that all Proceeds received by any Grantor consisting of cash, cheques and other disposition of Collateral near-cash items shall be held by the Administrator under this Grantors in trust for the Administrative Agent and the Secured Parties, segregated from other funds of the Grantors, and shall, promptly upon receipt by any Grantor, be deposited and held in a Controlled Account (or, to the limit allowed, in an Excluded Account). Any and all such Proceeds held in a Controlled Account (or by any Grantor in trust for the Administrative Agent and the Secured Parties) shall continue to be held as collateral security for the Obligations and shall not constitute payment thereof until applied as provided in Section 9 8(b). Cash or any other property held in a Controlled Account shall not be transferred to any Deposit Account, Securities Account or Commodity Account of this any Grantor that is not a Controlled Account or an Excluded Account. (b) If an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election (or at the direction of the Required Lenders), the Administrative Agent shall apply all or any part of the Proceeds constituting Collateral, whether or not held in any Collateral Account, and any Proceeds of any Pledge Agreement, and all the Guarantee or any other moneys Loan Document, or otherwise received by the Administrator pursuant Administrative Agent, against the Obligations (whether matured or unmatured), such application to be in the terms of this Agreement shall be applied as followsfollowing order: (i) 1. First, to the payment of all expenses pay incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the and unpaid fees and expenses of taking, advertising, processing, preparing the Issuing Lenders and storing Agents under the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewithLoan Documents; (ii) 2. Second, to the Administrative Agent, for application by it towards payment of valid Guaranty Claims all amounts then due and owing and remaining unpaid in accordance with respect of interest and fees pro rata among the terms thereof in Secured Parties according to the order in which a complete claim amounts of such Obligations (including other than the Subordinated Obligations) then due and owing and remaining unpaid to the Secured Parties; 3. Third, to the Administrative Agent, for application by it towards (i) payment of all required documentationprincipal on all Loans then outstanding and all Unreimbursed Amounts then outstanding and (ii) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in partCash Collateralizing any outstanding Letters of Credit, pro ratarata among the Secured Parties according to the amounts of the Obligations to be so paid or Cash Collateralized under this clause (iii) owing to the Secured Parties; 4. Fourth, from to the Pledged Account as directed Administrative Agent, for application by it towards payment of all other amounts then due and owing and remaining unpaid in respect of the Obligations (other than the Subordinated Obligations), pro rata among the Secured Parties according to the amounts of such Obligations (other than the Subordinated Obligations) then due and owing and remaining unpaid to the Secured Parties; 5. Fifth, to the Administrative Agent, for application by it towards prepayment of the Obligations (other than the Subordinated Obligations), pro rata among the Secured Parties according to the amounts of the Obligations (other than the Subordinated Obligations) being so prepaid then held by the Administrator)Secured Parties; 6. Sixth, to the Administrative Agent, for application by it towards payment of all amounts then due and owing and remaining unpaid in respect of the Subordinated Obligations and prepayment of the remaining Subordinated Obligations, pro rata among the Subordinated Parties according to the amounts of the Subordinated Obligations then due and owing and remaining unpaid or being so prepaid then held by the Subordinated Parties; and (iii) Third7. Seventh, any remainder to be held pursuant to balance of such Proceeds remaining after the terms Obligations shall have been paid in full, no Letters of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances Credit shall be applied by outstanding and the Administrator to discharge in whole or in part any unpaid Secured ObligationCommitments shall have terminated, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator applicable Grantor or such officer, or to whomsoever else may be answerable in any way for lawfully entitled to receive the misapplication thereofsame. Notwithstanding the sale or other disposition foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreementssuch Guarantor.

Proceeds. All (a) If an Event of Default under the PC Repurchase Agreement shall occur and be continuing, (i) all proceeds from the sale or other disposition of Collateral received by the Administrator under this Section 9 Pledgor consisting of this Agreementcash, checks and other liquid assets readily convertible to cash items shall be held by Pledgor in trust for Buyer, segregated from other funds of Pledgor, and all other moneys shall forthwith upon receipt by Pledgor be remitted to the Dedicated Account in the exact form received by Pledgor (duly endorsed by Pledgor to Buyer, if required) and (ii) any and all such proceeds received by Buyer (whether from Pledgor or otherwise) may, in the Administrator pursuant sole discretion of Buyer, be held by Buyer as collateral security for, and/or then or at any time thereafter may be applied by Buyer against, the Obligations (whether matured or unmatured), such application to be in such order as Buyer shall elect. Any balance of such proceeds remaining after the terms of Obligations shall have been paid in full and this Agreement shall have been terminated shall be remitted in accordance with Repurchase Documents. For the avoidance of doubt, the Servicer shall be solely responsible for remitting (or cause the remittance) to the Pledgor any amounts owed the Pledgor. In no event shall the Buyer be accountable to the Pledgor for any excess proceeds, which the Pledgor acknowledges, may be remitted by the Buyer in accordance with the Repurchase Documents. (b) Each of Pledgor and Servicer acknowledges and agrees that all amounts with respect to Sold MSR Excess Spread and related MSRs shall be remitted by Servicer to the Dedicated Account to be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims Buyer in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty AgreementsPC Repurchase Agreement.

Proceeds. All If a Default shall occur and be continuing, (a) the Seller shall provide notice to the Buyer and, unless the Buyer provides written notice that the following actions shall not be required, all Income and other proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys Purchased Items received by the Administrator pursuant Seller consisting of cash, checks and other near-cash items shall be held by the Seller in trust for the Buyer, segregated from other funds of the Seller, and shall forthwith upon receipt by the Seller be turned over to the terms of this Agreement shall be applied as follows: Buyer in the exact form received by the Seller (i) First, duly endorsed by the Seller to the payment of Buyer, if required), and (b) any and all expenses incurred such proceeds received by the Administrator in connection with this Agreement Buyer (whether from the Seller or the exercise of any right or remedy hereunderotherwise) may, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is receivedsole discretion of the Buyer, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed held by the Administrator); and (iii) ThirdBuyer as collateral security for, and/or then or at any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall time thereafter may be applied by the Administrator to discharge in whole or in part any unpaid Secured ObligationBuyer against, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator Repurchase Obligations (whether pursuant to a power of sale granted by a statute matured or under a judicial proceedingunmatured), such application to be in such order as the receipt Buyer shall elect. Any balance of such proceeds remaining after the Administrator or of the officer making the sale Repurchase Obligations shall have been paid in full and this Repurchase Agreement shall have been terminated shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator Seller or such officerto whomsoever may be lawfully entitled to receive the same. For purposes hereof, or proceeds shall include, but not be answerable in limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan income and all other amounts received with respect to which the Owner receives payment in full hereunder will forthwith be transferred Purchased Items. (d) Schedule 6 to XXXX on the terms and conditions Agreement is hereby amended by deleting the language set forth next to the Field Name “Index” under the column labeled Field Description and replacing with the following language: (1 month libor, 3 month libor, 6 month libor, 30-Day SOFR, 1-Year SOFR, Fixed) (e) Section 13.28(a)(ii) of the Agreement is hereby amended to read in the Guaranty Agreements.its entirety as follows:

Proceeds. All proceeds from (a) The Creditors hereby agree among themselves that (i) prior to the sale occurrence and continuance of a Triggering Event (and subject to Section 4(b)), each Creditor shall be entitled to receive and retain for its own account, and shall never be required to disgorge to the Collateral Agent or any other disposition Creditor or acquire direct or participating interests in the Note Obligations or the BP Swap Obligations owing to such Creditor, scheduled payments or voluntary prepayments, payments of Collateral principal, interest, fees, settlement payments and any other payments in respect of the Principal Agreements, all in compliance with the terms thereof, and (ii) after the occurrence and during the continuance of a Triggering Event (and during the Blocking Period), all such amounts shall be treated as if constituting Proceeds and shall be shared by the Administrator under this Creditors Ratably and in accordance with Section 9 of this Agreement, and all other moneys 5(b) below. (b) All Proceeds received by BP, the Administrator pursuant to Holder Parties or the terms of this Agreement Collateral Agent, shall be applied in accordance with this Section 5(b) and Section 5(c) below. To the extent either the Holder Parties or BP ever receives any portion of such Proceeds in excess of its Ratable share (or to the extent the Collateral Agent receives reimbursement in excess of expenses actually incurred), the party receiving those excess Proceeds agrees to make promptly all necessary transfers to the other so as followsto give full effect to this Section 5(b). (c) If a Triggering Event shall have occurred and is continuing, subject to the applicability of the Blocking Period, all Proceeds received by Collateral Agent shall be applied in the following order: (i) First, to the payment of all reimburse Collateral Agent for expenses incurred by the Administrator in connection accordance with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewithSection 6 below; (ii) Second, Ratably to the payment of valid Guaranty Claims Holder Parties (to be applied in accordance with the terms thereof Note Purchase Agreement) and BP, respectively, in satisfaction of the order in which a complete claim (including all required documentation) is receivedNote Obligations and the BP Swap Obligations until the Total Obligations are satisfied, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator)respectively; and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s extent that any Proceeds remain after the full and indefeasible payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt all of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth amounts described in the Guaranty Agreementspreceding paragraphs, to Issuer.

Proceeds. All proceeds payments and distributions on account of the Collateral (including, without limitation, payments and distributions that result from any financing or refinancing of the property owned by AZIW or from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreementsale, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, taking or loss (including, but not limited to, the proceeds from any eminent domain proceeding or conveyance in lieu thereof or from casualty insurance) of the property owned by AZIW or any part thereof (collectively, the "Distributions") and all other Proceeds shall be paid directly to the expenses of taking, advertising, processing, preparing Assignee (and storing the Collateral to be sold, all court costs Assignor hereby authorizes and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account directs AZIW to pay all claims payable therefrom received Distributions and Proceeds to Assignee), and Assignor shall take all actions necessary to ensure that all Proceeds and Distributions (including payments and distributions on a given dayaccount of the Interest) are made directly to Assignee. Assignor acknowledges and agrees that the term Distributions shall include any and all payments made by AZIW to Assignor, all such claims shall be paid in partincluding, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Thirdwithout limitation, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect payments on account of any application pursuant loans made by Assignor to clause (ii) above, such proceeds, monies, or balances AZIW. All sums paid to Assignee hereunder shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent Assignee to the contrary expressed Obligations in writing such order and manner as Assignee shall determine in its sole and absolute discretion. Assignor shall cause all Proceeds collected by it to be delivered to Assignee forthwith upon receipt, in the original form in which received, bearing such endorsements or otherwise assignments by XXXX at any timeAssignor as may be necessary to permit collection thereof by Assignee. Upon any sale Assignor hereby irrevocably authorizes and empowers Assignee, its officers, employees and authorized agents to endorse and sign the name of Collateral by the Administrator (whether pursuant to a power Assignor on all checks, drafts, money orders or other media of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral payment so sold delivered and such purchaser endorsements or purchasers shall not assignments shall, for all purposes, be obligated deemed to see have been made by Assignor prior to the application of any part of the purchase money paid over to the Administrator endorsement or such officer, assignment thereof by Assignee. Assignee may use any convenient or be answerable in any way customary means for the misapplication thereof. Notwithstanding the sale purpose of collecting such checks, drafts, money order or other disposition media of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreementspayment.

Proceeds. All proceeds and products of the foregoing, however and whenever acquired and in whatever form. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from the sale time to time hereafter pledge and deliver additional shares of stock or other disposition interests to the Agent as collateral security for the Pledgor Obligations. Upon such pledge and delivery to the Agent, such additional shares of stock or other interests shall be deemed to be part of the Pledged Collateral by the Administrator under this Section 9 of this Agreement, such Pledgor and all other moneys received by the Administrator pursuant shall be subject to the terms of this Pledge Agreement shall be applied whether or not Schedule 2(a) is amended to refer to such additional shares. Notwithstanding the foregoing, it is further understood and agreed as follows: (i) FirstIn lieu of Wolverine China Investments, LLC pledging shares in Wolverine Tube (Shanghai) Limited ("Shanghai"), the Borrowers and Shanghai agree that upon the occurrence of an Event of Default pursuant to Section 11.1(a), (f) or (j) of the Credit Agreement, Shanghai shall, upon the request of Agent, immediately transfer all of its cash to Agent and promptly liquidate all of its other assets into cash and remit the proceeds thereof to the Agent, all in payment of the Obligations. The Agent is hereby granted a lien upon all expenses incurred said assets of Shanghai as collateral for the obligations of Shanghai herein. The Agent shall have all the rights of a secured party against said collateral as provided by law, including the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith;UCC. (ii) SecondWT Holding Company, Inc. ("WT Holding") shall not be required to the payment of valid Guaranty Claims in accordance with the terms thereof pledge its interest in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); andCapital Stock of 3072452 Nova Scotia Company or 3072453 Nova Scotia Company. Amended and Restated Pledge Agreement (iii) ThirdWolverine Tube, Inc. shall only be required to pledge 65% (or such greater percentage that may be permitted at any remainder date after the date hereof, without such pledge being treated as an indirect pledge, pursuant to Treas. Reg. Section 1. 956-2(c)(2)), as amended or replaced from time to time, or 100% if such regulation is repealed or no longer in effect and no comparable successor law or regulation is enacted or promulgated, but in each case limited to the full amount owned by such Pledgor) of each class of the issued and outstanding Capital Stock of WT Holding entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) and 100% (or, if less, the full amount owned by such Pledgor) of each class of the issued and outstanding Capital Stock of WT Holding not entitled to vote (within the meaning of Treas. Reg. Section 1.956(c)(2)) (but only to the extent that the pledge of such Non-Voting Equity would not cause the Obligations to be held pursuant to treated as "United States property" of such Foreign Subsidiary within the terms meaning of this Agreement as continuing security for TERI’s payment of the remaining Secured ObligationsTreas. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the sameReg. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceedingSection 1.956-2), in each case together with the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale certificates (or other disposition agreements or instruments), if any, representing such Capital Stock of any Collateral by the Administrator hereunderWT Holding, XXXX shall remain liable for any deficiency. Any Loan and all options and other rights, contractual or otherwise, with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreementsthereto.

Proceeds. All (a) If an Event of Default shall occur and be continuing, (a) all proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant Servicer consisting of cash, checks and other cash equivalents shall be held by the Servicer in trust for the Agent for the benefit of the Secured Parties, segregated from other funds of the Servicer, and shall forthwith upon receipt by the Servicer be turned over to the terms Agent (in the case of this Agreement shall be applied as follows: a successor Servicer, within two Business Days) for the benefit of the Secured Parties in the exact form received by the Servicer (i) First, duly endorsed by the Servicer to the payment of Agent, if required) and (b) any and all expenses incurred such proceeds received by the Administrator in connection with this Agreement Agent (whether from the Servicer or the exercise of any right or remedy hereunderotherwise) may, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is receivedsole discretion of the Agent, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed held by the Administrator); and (iii) ThirdAgent as collateral security for, and/or then or at any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall time thereafter may be applied by the Administrator to discharge in whole or in part any unpaid Agent against, the Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator Obligations (whether pursuant to a power of sale granted by a statute matured or under a judicial proceeding), unmatured) in the receipt order set forth in Section 2.05(b) of the Administrator or Loan Agreement. Any balance of such proceeds remaining after the officer making Secured Obligations shall have been paid in full and the sale Loan Agreement shall have been terminated shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator Servicer or such officerto whomsoever may be lawfully entitled to receive the same. For purposes hereof, or proceeds shall include, but not be answerable in limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, recoveries against Obligors, sale and foreclosure proceeds, and any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan income and all other amounts received with respect to which the Owner receives payment Collateral. (b) At any time following the occurrence of an Event of Default that has not been waived, at the Agent’s request and at the Servicer’s expense (so long as Medallion Funding or any of its Affiliates is the Servicer), if the Backup Servicer has not become the successor Servicer, the Servicer shall (and if the Servicer shall fail to do so within two Business Days, the Agent may) notify each Obligor and Seller of Medallion Loans of the security interest of the Agent under this Agreement and direct that payments be made directly to the Agent or its designee. Each of the Borrower and the Servicer authorizes the Agent, and hereby irrevocably appoints the Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in full hereunder will forthwith be transferred place of the Borrower or the Servicer, to XXXX on the terms take any and conditions set forth all steps in the Guaranty AgreementsBorrower’s or the Servicer’s name and on behalf of the Borrower or the Servicer following the occurrence of an Event of Default that are necessary or desirable, in the determination of the Agent, to collect amounts due under the Medallion Loans or any Medallion Collateral with respect thereto, including, without limitation, endorsing the Borrower’s, the Servicer’s or the Seller’s name on checks and other instruments representing Collections of Medallion Loans and enforcing the Medallion Loans and the Medallion Collateral, the Purchase Agreement, any Approved Purchase Agreement and any Affiliated Loan Sale Agreement.

Proceeds. All (a) If an Event of Default or Trigger Event shall occur and be continuing, (a) all proceeds from the sale or other disposition of Collateral received by Pledgor consisting of cash, checks and other near-cash items shall be held by Pledgor in trust for Lender, segregated from other funds of Pledgor, and shall forthwith upon receipt by Pledgor be turned over to Lender in the exact form received by Pledgor (duly endorsed by Pledgor to Lender, if required) and (b) any and all such proceeds received by Lender (whether from Pledgor or otherwise) may, in the sole discretion of Lender, be held by Lender as collateral security for, and/or then or at any time thereafter may be applied by Lender against, the Obligations (whether matured or unmatured), such application to be in such order as Lender shall elect. Any balance of such proceeds remaining after the Obligations shall have been paid in full and this Agreement shall have been terminated shall be remitted in accordance with Loan Documents. For the avoidance of doubt, the Servicer shall be solely responsible for remitting to the Pledgor any amounts owed the Pledgor. In no event shall the Lender be accountable to the Pledgor for any excess proceeds, which the Pledgor acknowledges, may be remitted by the Administrator under this Section 9 Lender in accordance with the Loan Documents. (b) Each of this AgreementPledgor and Servicer acknowledges and agrees that all amounts with respect to the Portfolio Excess Spread and related Servicing Rights shall be remitted by Servicer, and all other moneys received by (i) prior to the Administrator occurrence of an Event of Default or Trigger Event, as applicable, to Pledgor pursuant to the terms of this Agreement shall be applied the Master Spread Acquisition Agreement, and (ii) after the occurrence of an Event of Default or Trigger Event, as follows: (i) Firstapplicable, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral Dedicated Account to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims applied by Lender in accordance with the terms thereof in of the order in which a complete claim (including all required documentation) is received, treating all claims received Loan Agreement; provided that any amounts on account of the same day as received at Portfolio Excess Spread and the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder related Servicing Rights to be held remitted back to Servicer pursuant to the terms of this Master Spread Acquisition Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by remitted directly to the Administrator to discharge in whole or in part any unpaid Secured ObligationDedicated Account. For the avoidance of doubt, notwithstanding any manifestation of an intent anything to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty AgreementsMaster Spread Acquisition Agreement, after the occurrence of an Event of Default or a Trigger Event, as applicable, all amounts with respect to the Portfolio Excess Spread shall be remitted to the Dedicated Account and such remittance shall not constitute a breach of the Master Spread Acquisition Agreement.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and (a) It is agreed that all other moneys Proceeds received by the Administrator pursuant Grantor consisting of cash, checks and other near-cash items shall be held by the Grantor in trust for the Lender, segregated from other funds of the Grantor, and shall, forthwith upon receipt by the Grantor, be turned over to the terms Lender in the exact form received by the Grantor (duly endorsed by the Grantor to the Lender, if required), and held by the Lender in a deposit account maintained under the sole dominion and control of this Agreement the Lender. Any and all such Proceeds held by the Lender in a deposit account (or by the Grantor in trust for the Lender) shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as followsprovided in this Section. (b) At such intervals as may be agreed upon between the Lender and the Grantor or, if an Event of Default shall have occurred and be continuing, at any time at the Lender’s election, the Lender may apply all or any part of the Proceeds constituting Collateral, whether or not held in any deposit account, and any Proceeds of any Loan Document, or otherwise received by the Lender, against the Secured Obligations (whether matured or unmatured), such application to be in the following order: (i) First, to the payment of all expenses pay incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the and unpaid fees and expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and Lender under the Administrator’s reasonable legal fees in connection therewithLoan Documents; (ii) Second, to the Lender, for application by it towards payment of valid Guaranty Claims amounts then due and owing and remaining unpaid in accordance with respect of the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); andSecured Obligations; (iii) Third, any remainder to be held pursuant to balance of such Proceeds remaining after the terms of this Agreement as continuing security for TERI’s payment of Secured Obligations shall have been paid in full and the remaining Secured Obligations. The Administrator Commitments shall apply any such proceedshave terminated, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator Grantor or such officer, or to whomsoever may be answerable in any way for lawfully entitled to receive the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreementssame.

Proceeds. All proceeds from (a) The Creditors hereby agree among themselves that (i) prior to the sale occurrence of a Triggering Event, each Creditor shall be entitled to receive and retain for its own account, and shall never be required to disgorge to the Collateral Agent or any other disposition Creditor hereunder or acquire direct or participating interests in the Loan Obligations or the Swap Obligations, as the case may be, owing to such Creditor, scheduled payments or voluntary prepayments, payments for the redemption or purchase of Collateral principal, interest, fees and premium, if any, settlement payments and any other payments in respect of the Principal Agreements, but expressly excluding Proceeds, all in compliance with the terms thereof, and (ii) after the occurrence and during the continuance of a Triggering Event, all Proceeds shall be shared by the Administrator Creditors Ratably and in accordance with Section 5(b) below. (b) All Proceeds received by Swap Counterparty or Administrative Agent, individually or in its capacity as Collateral Agent under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied in accordance with this Section 5(b). To the extent either Administrative Agent on behalf of the Lenders or Swap Counterparty ever receives any portion of such Proceeds in excess of its Ratable share (or to the extent Administrative Agent, in its capacity as followsCollateral Agent, receives reimbursement in excess of expenses actually incurred), the party receiving those excess Proceeds agrees to promptly make all necessary transfers to the other so as to give full effect to this Section 5(b) provided, however, Swap Counterparty shall not be obligated to hold in trust, pay over, or share with Administrative Agent, individually or as Collateral Agent under this Agreement, Lenders or any other party, as applicable, any portion of the proceeds of any letter of credit (“Exempt LC”), if any, which may be issued to Swap Counterparty to remedy an Additional Termination Event (as defined in and in accordance with Part 1(h) of the Schedule to the BP ISDA). All Proceeds received by Administrative Agent, individually or as Collateral Agent under this Agreement following the occurrence and during the continuation of a Triggering Event, shall be applied in the following order: (i) First, to the payment of all reimburse Collateral Agent for expenses incurred by the Administrator in connection accordance with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewithSection 6 below; (ii) Second, Ratably to the payment Lenders and Swap Counterparty; provided, however, in determining the amount of valid Guaranty Claims Swap Obligations for purposes of such Ratable application Swap Obligations are first netted against any Exempt LC that may be issued to Swap Counterparty to remedy an Additional Termination Event as described in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administratorthis Section 5(b); and; (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s extent that any Proceeds remain after the full and indefeasible payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt all of the same. In respect Loan Obligations and the Swap Obligations, to Borrower or such other person (as defined in the Credit Agreement) as may be entitled thereto, subject to the Intercreditor Agreements; and (iv) Fourth, to the Lenders in satisfaction of any application pursuant to clause (ii) aboveindebtedness of Borrower, such proceedsother than the Loan Obligations, monies, or balances shall be applied secured by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreements.Security Instruments

Proceeds. All proceeds from (a) In addition to the sale or rights of the Lender specified in Section 3(c) with respect to payments of Pledged Revenue, it is agreed that all Proceeds received by any Grantor consisting of cash, checks and other disposition of Collateral near-cash items shall be held by the Administrator under this Grantors in trust for the Lender, and shall, forthwith upon receipt by any Grantor, be deposited into a Local Account and, pursuant to Section 9 6.10(b) of this the Credit Agreement, be transferred into the Concentration Account, for further application as provided in Section 6.10 of the Credit Agreement; provided that, if any Event of Default has occurred and is continuing, such Proceeds shall be turned over to the Lender in the exact form received by such Grantor (duly endorsed by such Grantor to the Lender, if required), and deposited by the Lender in the Collection Account for application as provided in Section 6.10 of the Credit Agreement. Any and all other moneys received such Proceeds held in the Concentration Account, in the Collection Account, by the Administrator pursuant to Lender or by any Grantor in trust for the terms of this Agreement Lender shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder continue to be held pursuant to the terms of this Agreement as continuing collateral security for TERI’s the Secured Obligations and shall not constitute payment thereof until applied as provided in this Section and the Credit Agreement. (b) At such intervals as may be agreed upon between the Lender and the Grantors or, if an Event of the remaining Secured Obligations. The Administrator Default shall apply any such proceedshave occurred and be continuing, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by time at the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding)Lender's election, the receipt of the Administrator Lender may apply all or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money Proceeds constituting Collateral, whether or not held in any Pledged Account, and any Proceeds of the Guarantee or any other Loan Document, or otherwise received by the Lender, against the Secured Obligations (whether matured or unmatured), in such order as provided in Section 6.10 of the Credit Agreement. Any balance of such Proceeds remaining after the Secured Obligations shall have been paid in full, and the Commitment shall have expired or been terminated, shall be paid over to the Administrator Grantors or such officer, or to whomsoever may be answerable lawfully entitled to receive the same in any way for accordance with Section 6.10 of the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty AgreementsCredit Agreement.

Proceeds. All Except as provided in Section 9.4 below, the proceeds from the sale of any Condemnation or other disposition exercise of Collateral by the Administrator under this Section 9 a right of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement eminent domain shall be applied distributed in the following order of priority: (a) all expenses, including reasonable attorneys’ fees, incurred by Lessor and Lessee with respect to said condemnation proceedings shall be reimbursed to Lessor and Lessee, respectively; (b) in the event of a condemnation of less than all of the Leased Property (“Partial Condemnation”) to which Lessee has not exercised the right to terminate this Lease as follows:provided for in Section 9.1 above, Lessee shall receive such portion of the condemnation proceeds and damage award for restoration costs as may be actually and reasonably incurred on account of such Partial Condemnation shall be used to repair, restore, replace or rebuild the Leased Property as nearly as possible to its value, condition and character immediately prior to such Partial condemnation; (c) to any Leasehold Mortgagee in the amount required to pay and discharge its Leasehold Mortgage; provided, however, that if more than one Leasehold Mortgage exists, payment shall be made to each Leasehold Mortgagee in the order of its lien priority; (i) FirstLessee shall be entitled to receive and retain such portion of the proceeds and damage award as shall represent the unamortized value of Lessee’s fee interest in the Improvements, to its leasehold interest in the payment of all expenses incurred by the Administrator in connection with Land, and its interest as Lessee under this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing Lease and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, Lessor shall be entitled to receive and retain such portion of the proceeds and damage award as shall represent compensation for the value of Lessor’s reversionary fee interest in the Land and its interest as Lessor under this Lease; and then (e) any excess condemnation proceeds shall be split by Lessee and Lessor based on the ratio the amount in clause (d)(i) above bears to the payment of valid Guaranty Claims amount in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (iid)(ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of If any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so is sold and such purchaser by Lender upon credit or purchasers for future delivery, Lender shall not be obligated liable for the failure of the purchaser to see to purchase or pay for the application same and, in the event of any such failure, Lender may resell the Collateral. In no event shall Pledgor be credited with any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the proceeds of sale or other disposition of any Collateral until and to the extent cash payment in respect thereof is actually received by Lender. To the Administrator hereunderextent any of the Pledgor Obligations are contingent cash proceeds received by Lender in respect of any sale of, XXXX shall remain liable collection from, or other realization upon all or any part of the Collateral, such proceeds may, in the discretion of Lender, be held by Lender as collateral for any deficiencysuch contingent Pledgor Obligations. Any Loan with cash held by Lender as Collateral and all cash proceeds received by Lender in respect to which of any sale of, collection from, or other realization upon all or any part of the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth Collateral may, in the Guaranty Agreementsdiscretion of Lender, be applied: (i) first, to pay all costs and expenses incurred by Lender in connection with or incident to the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any and all of the Collateral; (ii) second, to pay all matured and unpaid Pledgor Obligations; (iii) third, if and to the extent any of the Pledgor Obligations are unmatured or contingent, to provide cash collateral for all such Pledgor Obligations; and (iv) fourth, in accordance with applicable Law, to Pledgor or such other party that is entitled to such proceeds in accordance with applicable Law. If the proceeds of the sale of Collateral are insufficient to pay all of such Pledgor Obligations, Pledgor agrees to pay upon demand any deficiency to Lender.

Proceeds. All Upon the occurrence of any Event of Taking, if a Material Default or Event of Default is continuing at such time, any awards or proceeds received from the sale any Authority or any other disposition Person or any property insurance proceeds, in either case, with respect to any Event of Collateral Taking (a) shall be paid to and held by the Administrator under this Section 9 Administrative Agent and (b) if an Event of this AgreementDefault is continuing, then in the Administrative Agent’s sole and all other moneys received absolute discretion, such amounts may be applied to the amounts then due and owing or accrued by the Administrator Lessee pursuant to the terms Operative Documents or as Lessee may direct so long as no Material Default or Event of this Agreement Default is continuing. Upon the occurrence of any Event of Loss, Casualty or Condemnation, if an Event of Default or Default is continuing at such time or if the Lessee has elected either to rebuild the Facility or to purchase the Facility pursuant to Section 13.1 hereof, any awards or proceeds received from any Authority or any other Person or any property insurance proceeds, in either case, with respect to such Event of Loss, Casualty or Condemnation, shall be held by the Administrative Agent. If an Event of Default is then continuing, then in the Administrative Agent’s sole and absolute discretion, such amounts may be applied to the amounts then due and owing or accrued by the Lessee pursuant to the Operative Documents. If no Material Default or Event of Default is then continuing, any such awards or proceeds received from any Authority or any insurance proceeds with respect to any Event of Loss, Casualty or Condemnation, in each case, shall be held by the Administrative Agent and made available to the Lessee to the extent the Lessee rebuilds the Facility pursuant to Section 13.1, to pay costs actually incurred by the Lessee to restore the Leased Property as follows: required herein in accordance with Section 13.1 and any awards or proceeds received from any Authority or any insurance proceeds remaining after such restoration shall be paid by the Administrative Agent over to the Lessee. To the extent the Lessee purchases the Facility pursuant to Section 13.1, after the Lessee has satisfied all payment obligations pursuant to Section 13.1 regarding such purchase, so long as no Event of Default as described in clauses (h) or (i) Firstof Article XVII hereof is continuing (as evidenced by an order of a court), to the payment of all expenses incurred by the Administrator in connection with this Agreement any awards or the exercise of proceeds received from any right or remedy hereunder, Authority or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims insurance proceeds shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid Administrative Agent over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty AgreementsLessee.

Proceeds. All If any of the Collateral is sold by Lender upon credit or for future delivery, Lender shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such failure, Lender may resell such Collateral. In no event shall Borrower be credited with any part of the proceeds from of sale of any Collateral until and to the extent cash payment in respect thereof has actually been received by Lender. To the extent any of the Secured Obligations are contingent, cash proceeds received by Lender in respect of any sale of, collection from, or other disposition realization upon all or any part of the Collateral may, in the discretion of Lender, be held by the Administrator under this Section 9 of this Agreement, Lender as collateral for such contingent Secured Obligations. Any cash held by Lender as Collateral and all other moneys cash proceeds received by Lender in respect of any sale of, collection from, or other realization upon all or any part of the Administrator pursuant to Collateral may, in the terms discretion of this Agreement shall Lender, be applied as follows: (i) Firstapplied, first, to the payment of pay all reasonable, out-of-pocket costs and expenses incurred by the Administrator Lender in connection with this Agreement or incident to the custody, preservation, use or operation of, or the exercise sale of, collection from, or other realization upon, any and all of the Collateral, second, to pay all reasonable attorney's fees and legal expenses incurred by Lender in connection with or incident to the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any and all of the Collateral, third, to pay all matured and unpaid Secured Obligations, in whole or in part by Lender against, all or any part of the Secured Obligations in such order as Lender shall elect, fourth, if and to the extent any of the Secured Obligations are unmatured or contingent, to provide cash collateral for all such Secured Obligations, and fifth, in accordance with applicable law. If the proceeds of the sale of the Collateral are insufficient to pay all of the Secured Obligations, Borrower agrees to pay upon demand any deficiency to Lender. Any remaining proceeds shall be paid to Borrower. Lender shall not by any act, delay, omission or otherwise be deemed to have waived any of his rights or remedies under this Security Agreement. A waiver by Lender of any right or remedy hereunderunder this Security Agreement on any one occasion, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated construed as a bar to see to the application or waiver of any part of the purchase money paid over to the Administrator such right or such officer, or remedy which Lender would have had on any future occasion nor shall Lender be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for exercising or failing to exercise any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreementssuch right or remedy.

Proceeds. All proceeds from In addition to the sale or other disposition rights of the Collateral Agent specified in Section 3(d) hereof with respect to payments of Accounts, it is agreed that if an Event of Default shall occur and be continuing (a) upon demand by the Administrator under this Section 9 of this Agreement, and Collateral Agent all other moneys Proceeds received by the Administrator pursuant Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Secured Parties and segregated from other funds of the Borrower, and shall, forthwith upon receipt by the Borrower, be turned over to the terms of this Agreement shall be applied as follows: Collateral Agent in the exact form received by the Borrower (i) First, duly indorsed by the Borrower to the payment of Collateral Agent, if required), and (b) any and all expenses incurred such Proceeds held or received by the Administrator in connection with this Agreement Collateral Agent (whether from the Borrower or the exercise of any right or remedy hereunderotherwise) may, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers sole discretion of the Collateral so sold and such purchaser Agent, be held by the Collateral Agent for the benefit of the Secured Parties as collateral security for, and/or then or purchasers shall not at any time thereafter be obligated to see paid by the Collateral Agent to the Administrative Agent for application of any part against, the Obligations (whether matured or unmatured), such application to be in such order as is required by Section 9.2 of the purchase money Credit Agreement, subject to the Inter-Facility Agreement to the extent applicable. Any balance of such Proceeds remaining, after the payment in full in cash and the performance of all Obligations, the expiration or cancellation of all of the Bank Letters of Credit and the Merchandise Letters of Credit and the termination of the Merchandise Letter of Credit Facility, the Hedging Agreement, the cash management arrangements with the New Cash Management Bank and the Existing Cash Management Banks, the foreign exchange arrangements with the Foreign Exchange Bank and the Commitments, shall be paid over to the Administrator Borrower or such officer, or to whomsoever may be answerable in any way for lawfully entitled to receive the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreementssame.

Proceeds. All (a) If an Event of Default or Trigger Event shall occur and be continuing, (a) all proceeds from the sale or other disposition of Collateral received by the Administrator under this Section 9 Pledgor consisting of this Agreementcash, checks and other near-cash items shall be held by Pledgor in trust for Lender, segregated from other funds of Pledgor, and all other moneys shall forthwith upon receipt by Pledgor be remitted to the Dedicated Account in the exact form received by Pledgor (duly endorsed by Pledgor to Lender, if required) and (b) any and all such proceeds received by Lender (whether from Pledgor or otherwise) may, in the Administrator pursuant sole discretion of Lender, be held by Lender as collateral security for, and/or then or at any time thereafter may be applied by Lender against, the Obligations (whether matured or unmatured), such application to be in such order as Lender shall elect. Any balance of such proceeds remaining after the terms of Obligations shall have been paid in full and this Agreement shall have been terminated shall be remitted in accordance with Loan Documents. For the avoidance of doubt, the Servicer shall be solely responsible for remitting to the Pledgor any amounts owed the Pledgor. In no event shall the Lender be accountable to the Pledgor for any excess proceeds, which the Pledgor acknowledges, may be remitted by the Lender in accordance with the Loan Documents. (b) Each of Pledgor and Servicer acknowledges and agrees that all amounts with respect to the Portfolio Excess Spread and related Servicing Rights shall be remitted by Servicer to the Dedicated Account to be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims Lender in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty AgreementsAgreement.

Proceeds. All proceeds from In the sale event of any Taking of or any casualty or other disposition damage or injury to the Property, Borrower’s right, title and interest in and to all compensation, awards, proceeds, damages, claims, insurance recoveries, causes and rights of Collateral action (whether accrued prior to or after the date hereof) and payments which Borrower may receive or to which Borrower may become entitled with respect to the Property or any part thereof other than payments received in connection with any liability or loss of rental value or business interruption insurance (collectively, “Proceeds”), in connection with any such Taking of, or casualty or other damage or injury to, the Property or any part thereof are hereby assigned by Borrower to Lender and, except as otherwise herein provided, shall be paid to the Administrator under this Section 9 Lender. Borrower shall, in good faith and in a commercially reasonable manner, file and prosecute the adjustment, compromise or settlement of any claim for Proceeds and, subject to Borrower’s right to receive the direct payment of any Proceeds as herein provided, will cause the same to be paid directly to Lender to be held and applied in accordance with the provisions of this Agreement. Except upon the occurrence and during the continuance of a Monetary Default or an Event of Default, Borrower may settle any insurance claim with respect to Proceeds which does not exceed the Casualty Amount. Whether or not a Monetary Default or an Event of Default shall have occurred and be continuing, Lender shall have the right to approve, such approval not to be unreasonably withheld, any settlement which might result in any Proceeds in excess of the Casualty Amount and Borrower shall deliver or cause to be delivered to Lender all instruments reasonably requested by Lender to permit such approval. Borrower shall pay all reasonable out-of-pocket costs, fees and expenses reasonably incurred by Lender (including all reasonable attorneys’ fees and expenses, the reasonable fees of insurance experts and adjusters and reasonable costs incurred in any litigation or arbitration), and all other moneys received by interest thereon at the Administrator pursuant Default Rate to the terms extent not paid within 10 Business Days after delivery of this Agreement shall be applied as follows: (i) Firsta request for reimbursement by Lender, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise settlement of any right or remedy hereunderclaim for Proceeds and seeking and obtaining of any payment on account thereof in accordance with the foregoing provisions. If any Proceeds are received by Borrower and may be retained by Borrower pursuant to this Section 6.2, or any sale or dispositionsuch Proceeds shall, includinguntil the completion of the related Work, but not limited to the expenses be held in trust for Lender and shall be segregated from other funds of taking, advertising, processing, preparing and storing the Collateral Borrower to be sold, all court costs and used to pay for the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to cost of the payment of valid Guaranty Claims Work in accordance with the terms thereof hereof, and in the order in which a complete claim (including all required documentation) is receivedevent such Proceeds exceed the Casualty Amount, treating all claims received the same day as received at the same time (if there are not sufficient funds such Proceeds shall be forthwith paid directly to and held by Lender in the Pledged Proceeds Reserve Account to pay all claims payable therefrom received on a given dayin trust for Borrower, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder each case to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, applied or balances disbursed in accordance with this Agreement promptly upon its Section 6.2. If an Event of Default shall have occurred and be continuing, or if Borrower fails to file and/or prosecute any insurance claim for a period of 15 Business Days following Borrower’s receipt of written notice from Lender, Borrower hereby irrevocably empowers Lender, in the same. In respect name of Borrower as its true and lawful attorney-in-fact, to file and prosecute such claim (including settlement thereof) with counsel satisfactory to Lender and to collect and to make receipt for any application such payment, all at Borrower’s expense (including payment of interest at the Default Rate for any amounts advanced by Lender pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent this Section 6.2). Notwithstanding anything to the contrary expressed set forth in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding)this Agreement, the receipt however, and excluding situations requiring prepayment of the Administrator or of the officer making the sale shall be a sufficient discharge Note, to the purchaser extent any Proceeds (either singly or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or when aggregated with all other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan then unapplied Proceeds with respect to which the Owner receives payment Property) do not exceed the Casualty Amount, such Proceeds are to be paid directly to Borrower to be applied to restoration of the Property in full hereunder will forthwith be transferred to XXXX on accordance with the terms and conditions set forth hereof (except that Proceeds paid in respect of the Guaranty Agreementsinsurance described in Section 6.1.4 shall be deposited directly to the Holding Account as revenue of the Property).

Proceeds. All proceeds from It is agreed that if an Event of Default shall occur and be continuing, but subject in all cases to the sale or other disposition of Collateral by the Administrator under this Section 9 of this Intercreditor Agreement, and (a) all other moneys Proceeds of any Collateral received by the Administrator pursuant Grantor consisting of cash, checks and other near-cash items shall be held by the Grantor in trust for the Co-Agents and the other Secured Parties, segregated from other funds of the Grantor, and shall, forthwith upon receipt by the Grantor, be turned over to the terms of this Agreement Co-Agents in the exact form received by the Grantor (duly indorsed by the Grantor to the Co-Agents, if required), and (b) any arid all such Proceeds received by the Co-Agents (whether from the Grantor or otherwise) shall be held by the Co-Agents for the benefit of the Secured Parties as collateral security for the Secured Obligations (whether matured or unmatured), and/or then or at any time thereafter may, in the sole discretion of the Co-Agents, be applied as follows: (i) Firstby the Co-Agents against the Secured Obligations then due and owing in the following order of priority: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrator Co-Agents (including, without limitation, in its capacity as Note Purchase Agreement Co-Agents) in connection with this Agreement or Agreement, the exercise of Guarantee and Collateral Agreement, the Note Purchase Agreement, any right or remedy hereunder, other Note Document or any sale or dispositionof the Secured Obligations, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be soldwithout limitation, all court costs and the Administrator’s reasonable fees and expenses of its agents and legal fees counsel, and any other reasonable costs or expenses incurred in connection therewith; with the exercise by the Co-Agents (iiincluding, without limitation, in its capacity as Note Purchase Agreement Co-Agents) Secondof any right or remedy under this Agreement, the Note Purchase Agreement, or any other Note Document; SECOND, to the payment ratable satisfaction of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is receivedother Secured Obligations; and THIRD, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, moniesGrantor or its successors or assigns, or balances in accordance with this Agreement promptly upon its receipt of to whomsoever maybe lawfully entitled to receive the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth in the Guaranty Agreements.

Proceeds. All proceeds from Subject to the sale or other disposition of Collateral First Lien/Second Lien Intercreditor Agreement, if required by the Administrator under this Section 9 Collateral Agent (at the direction of this Agreementthe Required Purchasers) at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, Instruments, Chattel Paper and Payment Intangibles comprising a portion of the Collateral, when collected or received by each Grantor, and all any other moneys cash or non-cash Proceeds received by the Administrator pursuant to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly each Grantor upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent in a special collateral account maintained by the Administrator hereunderCollateral Agent subject to withdrawal by the Collateral Agent for the ratable benefit of the Secured Parties only, XXXX as hereinafter provided, and, until so turned over, shall remain liable be held by such Grantor on behalf of and for the benefit of the Collateral Agent for the ratable benefit of the Secured Parties segregated from other funds of any deficiencysuch Grantor. Any Loan with respect Each deposit of any such Proceeds shall be accompanied by a report identifying in detail the nature and source of the payments included in the deposit. All Proceeds of the Collateral (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments or Payment Intangibles comprising a portion of the Collateral) while held by the Collateral Agent (or by any Grantor on behalf of and for the benefit of the Collateral Agent for the ratable benefit of the Secured Parties) shall continue to which be collateral security for all of the Owner receives Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. Subject to the First Lien/Second Lien Intercreditor Agreement, at such intervals as may be agreed upon by each Grantor and the Collateral Agent (at the direction of the Required Purchasers), or, if an Event of Default shall have occurred and be continuing, at any time at the Collateral Agent’s (at the direction of the Required Purchasers) election, the Collateral Agent shall apply all or any part of the Proceeds on deposit in full hereunder will forthwith be transferred to XXXX said special collateral account on account of the terms and conditions Secured Obligations in the order set forth in Section 8.2 of the Guaranty AgreementsNote Purchase Agreement, and any part of such Proceeds which the Collateral Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Collateral Agent to each Grantor or to whomsoever may be lawfully entitled to receive the same. After an Event of Default specified in Section 8.1(g) or 8.1(h) of the Note Purchase Agreement, any expenses incurred or services rendered by the Collateral Agent or any Purchaser in connection therewith (including the reasonable expenses of its counsel) shall constitute expenses of administration under the Bankruptcy Code.

Proceeds. All (a) If an Event of Default with respect to Tranche A shall occur and be continuing, (i) all proceeds of the Tranche A Collateral received by ReadyCap consisting of cash, checks and other near-cash items shall be held by ReadyCap in trust for the Lender, segregated from the sale or other disposition funds of Collateral by the Administrator under this Section 9 of this AgreementReadyCap, and shall forthwith upon receipt by ReadyCap be turned over to the Lender in the exact form received by ReadyCap (duly endorsed by ReadyCap to the Lender, if required) and (ii) any and all other moneys such proceeds received by the Administrator pursuant to Lender (whether from ReadyCap or otherwise) may, in the terms sole discretion of this Agreement shall the Lender, be applied as follows: (i) First, to the payment of all expenses incurred held by the Administrator in connection with this Agreement Lender as collateral security for, and/or then or the exercise of at any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall thereafter may be applied by the Administrator to discharge in whole Lender against, the Secured Obligations (whether matured or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent unmatured) related to the contrary expressed Tranche A Advances, such application to be in writing such order as the Lender shall elect. (b) If an Event of Default with respect to Tranche A or otherwise Tranche B shall occur and be continuing, (i) all proceeds of the Tranche B Collateral received by XXXX Xxxxxxxxxx consisting of cash, checks and other near-cash items shall be held by Xxxxxxxxxx in trust for the Lender, segregated from other funds of Xxxxxxxxxx, and shall forthwith upon receipt by Xxxxxxxxxx be turned over to the Lender in the exact form received by Xxxxxxxxxx (duly endorsed by Xxxxxxxxxx to the Lender, if required) and (ii) any and all such proceeds received by the Lender (whether from Xxxxxxxxxx or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time. Upon any sale of Collateral time thereafter may be applied by the Administrator Lender against, the Secured Obligations (whether pursuant to a power of sale granted by a statute matured or under a judicial proceedingunmatured), such application to be in such order as the receipt Lender shall elect. (c) Any balance of such proceeds remaining after the Administrator or of the officer making the sale Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain liable for any deficiency. Any Loan applicable Borrower with respect to which such Tranche or to whomsoever may be lawfully entitled to receive the Owner receives payment in full hereunder will forthwith same. For purposes hereof, proceeds shall include, but not be transferred limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, Condemnation Proceeds, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to XXXX on the terms and conditions set forth in the Guaranty AgreementsCollateral.

Proceeds. All proceeds from of any and all of the sale foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof) or under any indemnity, warranty or guaranty by reason of loss to or otherwise with respect to any of the foregoing Collateral. In each case, the foregoing shall be covered by this Agreement, whether such Pledgor's ownership or other disposition rights therein are presently held or hereafter acquired and however such Pledgor's interests therein may arise or appear (whether by ownership, security interest, claim or otherwise). Each Pledgor other than Buyer and Secured Party (by its acceptance hereof), hereby confirm that it is their intention that the security interests granted by such Pledgor hereunder not constitute a fraudulent transfer or fraudulent conveyance for purposes of Collateral any federal or state law. To effectuate the foregoing intention, each such Pledgor and Secured Party (by the Administrator under this Section 9 its acceptance hereof) hereby irrevocably agree and understand that, notwithstanding any other provision of this Agreement, and all other moneys received the Collateral granted by the Administrator pursuant such Pledgor hereunder shall be limited to the terms maximum amount of Collateral that can be pledged without rendering this Agreement Agreement, as it relates to such Pledgor, voidable under applicable law relating to fraudulent conveyances or fraudulent transfers, and not for any greater amount. The granting of the foregoing security interest does not make Secured Party a successor to any Pledgor as a partner in any Partnership, and neither Secured Party nor any of its successors or assigns hereunder shall be applied as follows: (i) First, deemed to the payment of all expenses incurred have become a partner in any Partnership by the Administrator in connection with accepting this Agreement or the exercise of exercising any right or remedy hereundergranted herein unless and until such time, if any, when Secured Party or any sale such successor or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees assign expressly becomes a partner in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which any Partnership after a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligationsforeclosure upon Other Partnership Rights. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent Notwithstanding anything herein to the contrary expressed (except to the extent, if any, that Secured Party or any of its successors or assigns hereafter expressly becomes a partner in writing any Partnership), neither Secured Party nor any of its successors or assigns shall be deemed to have assumed or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereof. Notwithstanding the sale or other disposition of any Collateral by the Administrator hereunder, XXXX shall remain become liable for any deficiency. Any Loan with respect debts or obligations of any Partnership or of any Pledgor to which or under any Partnership, and the Owner receives payment in full hereunder will forthwith above definition of "Other Partnership Rights" shall be transferred deemed modified, if necessary, to XXXX on the terms and conditions set forth in the Guaranty Agreementsprevent any such assumption or other liability.

Proceeds. All If an Event of Default shall occur and be continuing, (a) all proceeds from the sale or other disposition of Collateral by the Administrator under this Section 9 of this Agreement, and all other moneys Repurchase Assets received by the Administrator pursuant Repo Seller consisting of cash, checks and other liquid assets readily convertible to cash items shall be held by the Repo Seller in trust for the Buyer, segregated from other funds of the Repo Seller, and shall forthwith upon receipt by the Repo Seller be turned over to the terms of this Agreement shall be applied as follows: Buyer or the Administrative Agent in the exact form received by the Repo Seller (i) First, duly endorsed by the Repo Seller to the payment of Buyer or the Administrative Agent, if required) and (b) any and all expenses incurred such proceeds received by the Administrator in connection with this Agreement Buyer or the exercise of any right Administrative Agent (whether from the Repo Seller or remedy hereunderotherwise) may, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is receivedsole discretion of the Buyer or the Administrative Agent, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed held by the Administrator); and (iii) ThirdBuyer as collateral security for, and/or then or at any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall time thereafter may be applied by the Administrator to discharge in whole or in part any unpaid Secured ObligationBuyer against, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator Obligations (whether pursuant to a power of sale granted by a statute matured or under a judicial proceedingunmatured), such application to be in such order as the receipt Buyer or the Administrative Agent shall elect. Any balance of such proceeds remaining after the Administrator or of the officer making the sale Obligations shall have been paid in full and this Agreement shall have been terminated shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator Repo Seller or such officer, to whomsoever may be lawfully entitled to receive the same. Notwithstanding anything to the contrary herein or be answerable in any way for of the misapplication thereof. Notwithstanding other Program Agreements, the sale or other disposition provisions of any Collateral by this Section 4.08 shall be subject to the Administrator hereunderapplicable Servicing Contract, XXXX shall remain liable for any deficiency. Any Loan with respect to which the Owner receives payment in full hereunder will forthwith be transferred to XXXX on the terms and conditions set forth applicable Agency Agreement, in the Guaranty Agreementscase of Repurchase Assets relating to Xxxxxx Mae Mortgage Loans, the Xxxxxx Xxx Requirements, the Xxxxxxx Mac Purchase Documents and the Xxxxxxx Mac Guide each to the extent applicable.

Proceeds. All proceeds of the foregoing, however and whenever acquired and in whatever form. Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that the Pledgor may from the sale time to time hereafter pledge and deliver additional shares of capital stock or other disposition interests to the Administrative Agent for the benefit of the Lenders as collateral security for the Secured Obligations. Upon such pledge and delivery to the Administrative Agent, such additional shares of capital stock or other interests shall be deemed to be part of the Pledged Collateral by of the Administrator under this Section 9 of this Agreement, Pledgor and all other moneys received by the Administrator pursuant shall be subject to the terms of this Agreement shall be applied as follows: (i) First, to the payment of all expenses incurred by the Administrator in connection with this Agreement or the exercise of any right or remedy hereunder, or any sale or disposition, including, but not limited to the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and the Administrator’s reasonable legal fees in connection therewith; (ii) Second, to the payment of valid Guaranty Claims in accordance with the terms thereof in the order in which a complete claim (including all required documentation) is received, treating all claims received the same day as received at the same time (if there are not sufficient funds in the Pledged Account to pay all claims payable therefrom received on a given day, all such claims shall be paid in part, pro rata, from the Pledged Account as directed by the Administrator); and (iii) Third, any remainder to be held pursuant to the terms of this Agreement as continuing security for TERI’s payment of the remaining Secured Obligations. The Administrator shall apply any such proceeds, monies, or balances in accordance with this Agreement promptly upon its receipt of the same. In respect of any application pursuant to clause (ii) above, such proceeds, monies, or balances shall be applied by the Administrator to discharge in whole or in part any unpaid Secured Obligation, notwithstanding any manifestation of an intent to the contrary expressed in writing or otherwise by XXXX at any time. Upon any sale of Collateral by the Administrator (whether pursuant to a power of sale granted by a statute or under a judicial proceeding), the receipt of the Administrator or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrator or such officer, or be answerable in any way for the misapplication thereofPledge Agreement. Notwithstanding the sale or other disposition foregoing, it is agreed that no lien shall be deemed to have been granted hereunder and no security interest shall have attached to the Pledged Common Stock unless and until the occurrence of any Collateral by a Release Event. Upon the Administrator hereunderoccurrence of a Release Event (defined below), XXXX shall remain liable for any deficiency. Any Loan a lien and security interest in 48.5% of the Pledged Common Stock released with respect to which such Release Event shall be deemed to be granted on such shares constituting Pledged Common Stock, and the Owner receives payment proceeds thereof, immediately upon and concurrently with such release. A “Release Event” shall mean, as to any one or more of the shares of Pledged Common Stock, the release of those shares to or for the benefit of WAS I or any affiliate thereof or to the Lender from the liens and security interests created by that certain pledge agreement (the “Term Loan Pledge Agreement”) among the WREF, WAS I and Wachovia Bank, National Association, in full hereunder its capacity as the lender (in such capacity, the “Term Loan Lender”) which, inter alia, secures that certain loan (the “Term Loan”) under that certain Amended and Restated Loan Agreement of even date (the “Term Loan Agreement”). In connection with such Release Event, WAS I will forthwith be transferred irrevocably instruct the Term Loan Lender under the Term Loan Pledge Agreement and any successors or assigns to XXXX on transmit 48.5% of the terms Pledged Common Stock that are released and conditions set forth any proceeds thereof and stock powers relating thereto, directly to the Administrative Agent for the benefit of the Lenders unless and until directed otherwise by the Administrative Agent, and will in any event comply with the Guaranty AgreementsAdministrative Agent’s instructions in that regard.