Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. (a) All moneys collected by the Pledgee upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee of the type described in clauses (ii) and (iii) of the definition of “Obligations” in Section 1 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount

Application of Proceeds. (a) All moneys Subject to the terms of the Intercreditor Agreement, all monies collected by the Pledgee Collateral Agent upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee hereunder, Collateral shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing to the Pledgee Collateral Agent of the type described in clauses (ii) and (iii) of the definition of “Obligations” in Section 1 hereof1.1; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as defined below) constituting Second-Lien Obligations shall be paid to the Secured Creditors Debentureholders as provided in Section 9(e9(b) hereof, with each Secured Creditor Debentureholder receiving an amount equal to its Pro Rata Share (as defined below) of all such outstanding Primary Obligations constituting Second-Lien Obligations or, if the proceeds are insufficient to pay in full all such outstanding Primary Obligations constituting Second-Lien Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors Debentureholders as provided in Section 9(e9(b) hereof, with each Secured Creditor Debentureholder receiving an amount equal to its Pro Rata Share of all such outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 20 hereof, to the relevant applicable Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured CreditorDebentureholder’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Debentureholder’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean all principal of, and interest on, all Second-Lien Notes and all fees, costs and expenses incurred thereunder or under any other Second-Lien Document with respect thereto and (z) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys or other proceeds ----------------------- collected by the Pledgee Collateral Agent upon any sale or other disposition of the CollateralCollateral pursuant to the terms of this Agreement, together with all other moneys or other proceeds received by the Pledgee Collateral Agent hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing to the Pledgee Collateral Agent of the type described in clauses (iie) and (iiif) of the definition Section 3.1 of “Obligations” in Section 1 hereofthis Agreement; (ii) second, to the extent proceeds moneys remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e3.12(e) hereof, with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations or, if the proceeds moneys are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the Primary Obligations of the amount remaining to be distributed; (iii) third, to the extent proceeds moneys remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e3.12(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the moneys or proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the Secondary Obligations of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds moneys remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 3.23(a) hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (ix) “"Pro Rata Share” " shall mean, -------------- when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor's Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) "Primary Obligations" shall mean collectively (i) in the ------------------- case of

Application of Proceeds. (a) All moneys collected by the Collateral Agent (or, to the extent the Pledge Agreement or the Mortgage requires proceeds of collateral thereunder to be applied in accordance with the provisions of this Agreement, the Pledgee or Collateral Agent, as the case may be, thereunder) upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee Collateral Agent hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing to the Pledgee or the Collateral Agent of the type described in clauses (iiiii) and (iiiiv) of the definition of “"Obligations” " contained in Section 1 Article IX hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations to the Secured Creditors shall be paid to the Secured Creditors as provided in Section 9(e7.4(c) hereof, with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed;distributed to be applied, with respect to the Credit Document Obligations, firstly to the payment of interest in respect of the unpaid principal amount of Loans outstanding, secondly to the payment of principal of Loans outstanding, then to the other Credit Document Obligations; and (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 10.9 hereof, to the relevant Pledgor Assignor or, to the extent directed by such Assignor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “Agreement, "Pro Rata Share” " shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountthe amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding amount of the relevant Obligations owed such Secured Creditor and the denominator of which is the then outstanding amount of all Obligations.

Application of Proceeds. (a) All moneys collected by the Pledgee ----------------------- or the Collateral Agent upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee or the Collateral Agent hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing to the Pledgee or the Collateral Agent of the type described in clauses (iiiii) and (iiiiv) of the definition of “"Obligations” " contained in Section 1 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations to the Secured Creditors shall be paid to the Secured Creditors as provided in Section 9(e9(c) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary its out standing Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount --- ---- remaining to be distributed;distributed to be applied, with respect to the Credit Document Obligations, firstly to the payment of interest in respect of the unpaid principal amount of Loans outstanding, secondly to the payment of principal of Loans outstanding, then to the other Credit Document Obligations; and (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or, to the extent directed by such Pledgor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “Agreement, "Pro Rata Share” " shall mean, when --- ---- calculating a Secured Creditor’s 's portion of any distribution or amount, that amountthe amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding amount of the relevant Obligations owed such Secured Creditor and the denominator of which is the then outstanding amount of all Obligations.

Application of Proceeds. (a) All moneys monies collected by the Pledgee Collateral Agent upon any sale or other disposition of the CollateralCollateral of each Credit Party, together with all other moneys monies received by the Pledgee hereunderAdministrative Agent or Collateral Agent under and in accordance with this Agreement and the other Credit Documents (except to the extent (i) such monies are for the account of the Administrative Agent or Collateral Agent only or (ii) released in accordance with the applicable provisions of this Agreement or any other Credit Document), shall be applied to the payment of the Secured Obligations in accordance as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent of the type described in clauses (iiiii) and (iiiiv) of the definition of “Secured Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Credit Document Obligations shall be paid to the Secured Creditors Lenders as provided in Section 9(e4.05(d) hereof, with each Secured Creditor Lender receiving an amount equal to such outstanding Primary Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Primary Credit Document Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Other Obligations shall be paid to the Secured Other Creditors as provided in Section 9(e4.05(d) hereof, with each Secured Other Creditor receiving an amount equal to its such outstanding Secondary Other Obligations or, if the proceeds are insufficient to pay in full all such Secondary Other Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereofand the Credit Documents in accordance with their terms, to the relevant Pledgor Credit Party or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) Agreement, “Pro Rata Share” shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor's Credit Document Obligations or Other Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Credit Document Obligations or Other Obligations, as the case may be.

Application of Proceeds. (a) All moneys monies collected by the Pledgee upon any sale or other disposition of the CollateralCollateral of each Pledgor, together with all other moneys monies received by the Pledgee hereunderhereunder (except to the extent released in accordance with the applicable provisions of this Agreement or any other Credit Document), shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee of the type described in clauses (iiiii) and (iiiiv) of the definition of “Obligations” in Section 1 hereof1.1; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as defined below) constituting Credit Document Obligations (other than any Credit Document Obligations in respect of the Tranche B Loans) shall be paid to the Secured Creditors Lenders as provided in Section 9(e9(d) hereof, with each Secured Creditor Lender receiving an amount equal to such outstanding Primary Obligations constituting Credit Document Obligations (other than any Credit Document Obligations in respect of the Tranche B Loans) or, if the proceeds are insufficient to pay in full all such Primary ObligationsObligations constituting Credit Document Obligations (other than any Credit Document Obligations in respect of the Tranche B Loans), its Pro Rata Share (as defined below) of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Primary Obligations constituting Swap Obligations and Credit Document Obligations in respect of the Tranche B Loans shall be paid to the Swap Creditors and the applicable Lender Creditors, respectively, as provided in Section 9(d) hereof, with each Swap Creditor and each applicable Lender Creditor receiving an amount equal to such outstanding Primary Obligations constituting Swap Obligations and Credit Document Obligations in respect of the Tranche B Loans or, if the proceeds are insufficient to pay in full all such Primary Obligations constituting Swap Obligations and Credit Document Obligations in respect of the Tranche B Loans, its Pro Rata Share of the amount remaining to be distributed; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e9(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (ivv) fourthfifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iiiiv), inclusive, and following the termination of this Agreement pursuant to Section 18 20 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, all principal of, and interest on, all Loans and all fees, costs and expenses incurred under the Credit Agreement with respect thereto and (ii) in the case of the Swap Obligations, all amounts due under the Interest Rate Protection Agreements set forth on Schedule V to the Credit Agreement or Other Hedging Agreements set forth on Schedule V to the Credit Agreement (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities) and (z) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys or other proceeds collected by the Pledgee Collateral Agent upon any sale or other disposition of or realization upon the CollateralPledged Collateral after an Event of Default pursuant to the terms of this Pledge Agreement, together with all other moneys or other proceeds received by the Pledgee Collateral Agent hereunder, shall be applied to the payment of the Secured Obligations secured by such Pledged Collateral, moneys or proceeds as follows: (i) first, to the payment of all amounts Secured Obligations owing to the Pledgee Collateral Agent or the Collateral Custodian, as the case may be, of the type described in clauses (iie), (f) and (iiig) of the definition Section 3 of “Obligations” in Section 1 hereofthis Pledge Agreement; (ii) second, to the extent proceeds moneys remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in accordance with Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share 2.01 of the amount remaining to be distributed;Intercreditor Agreement; and (iii) third, to the extent proceeds moneys remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Pledge Agreement pursuant to Section 18 22(a) hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) All payments required to be made hereunder shall be made (x) if to the Credit Agreement Secured Parties, to the Administrative Agent for the account of the Credit Agreement Secured Parties and (y) if to the Notes Secured Parties (including as a result of any payments made in respect of the SN Intercompany Notes Obligations), to the Note Trustee for the account of the Notes Secured Parties. (c) For purposes of applying payments received in accordance with this Agreement Section 20, the Collateral Agent shall be entitled to rely upon (i) “Pro Rata Share” the Administrative Agent, as Authorized Representative under the Credit Agreement, and (ii) the Note Trustee, as Authorized Representative under the Indenture, for a determination (which the Administrative Agent, the Note Trustee and the Secured Parties agree to provide upon request of the Collateral Agent), of the outstanding Secured Obligations owed to the respective Secured Parties. (d) Each Pledgor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Collateral Agent shall meanhave the continuing and exclusive right to apply and reapply any and all such proceeds in the Collateral Agent’s sole discretion, when calculating a Secured Creditor’s portion notwithstanding any entry to the contrary upon any of any distribution or amount, that amountits books and records.

Application of Proceeds. (a) All moneys collected by To the Pledgee upon any sale or other disposition of extent required pursuant to the Collateral, together with all other moneys received by the Pledgee hereunder, shall ABL/Term Loan Intercreditor to be applied to Term Loan Claims (as defined in the payment ABL/Term Loan Intercreditor), the Administrative Agent shall promptly apply the proceeds, moneys or balances of any collection or sale of Collateral, as well as any Collateral consisting of cash, in the Obligations as followsfollowing order of priority: (i) first, to the payment of all amounts owing to the Pledgee Administrative Agent or the Administrative Agent pursuant to any of the type described Loan Documents in clauses its capacity as such in respect of (iix) and the preservation of Collateral or its security interest in the Collateral or (iiiy) with respect to enforcing the rights of the definition of “Obligations” in Section 1 hereofSecured Parties under the Loan Documents; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to all other amounts owing to the outstanding Primary Obligations shall be paid Administrative Agent or Administrative Agent pursuant to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share any of the amount remaining to be distributedLoan Documents in its capacity as such; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and through (ii), to an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereofParties, with each Secured Creditor Party receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share pro rata share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination payment in full of this Agreement pursuant to Section 18 hereofthe Obligations, to the relevant Pledgor Loan Party, their successors or to whomever assigns, or as a court of competent jurisdiction may be lawfully entitled to receive such surplusotherwise direct or as otherwise required by the Intercreditor Agreement. (b) For purposes If any payment to any Secured Party pursuant to this Section 5.02 of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion its pro rata share of any distribution would result in overpayment to such Secured Party, such excess amount shall instead be distributed in respect of the unpaid Obligations of the other Secured Parties, with each Secured Party whose Obligations have not been paid in full to receive an amount equal to such excess amount multiplied by a fraction the numerator of which is the unpaid Obligations of such Secured Party and the denominator of which is the unpaid Obligations of all Secured Parties entitled to such distribution. (c) Subject to the terms of the applicable Intercreditor Agreement, all payments required to be made hereunder shall be made to the Administrative Agent for the account of such Secured Parties or amountas the Administrative Agent may otherwise direct in accordance with the Loan Documents. (d) [Reserved.] (e) Subject to the other limitations (if any) set forth herein and in the other Loan Documents, it is understood that amountthe Loan Parties shall remain liable (as and to the extent set forth in herein except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct) to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Obligations of the Loan Parties. (f) It is understood and agreed by each Loan Party that the Administrative Agent shall have no liability for any determinations made by it in this Section 5.02 except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its gross negligence or willful misconduct. Each Loan Party also agrees that the Administrative Agent may (but shall not be required to), at any time and in its sole discretion, and with no liability resulting therefrom, petition a court of competent jurisdiction regarding any application of Collateral in accordance with the requirements hereof and of the ABL/Term Loan Intercreditor Agreement, and the Administrative Agent shall be entitled to wait for, and may conclusively rely on, any such determination.

Application of Proceeds. (a) All moneys collected by Following the Pledgee upon any sale or other disposition occurrence and during the continuance of an Event of Default, all payments received on account of the CollateralObligations, together with including all other moneys payments received by any Purchaser in respect of the Pledgee hereunderObligations, shall shall, subject to the terms of any applicable intercreditor agreement, be applied to the payment of the Obligations as follows: (ia) first, to the payment of all amounts owing the Pledgee that portion of the type Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Purchasers for the Notes arising under the Financing Documents, ratably among the Purchasers in proportion to the respective amounts described in clauses this clause (iii) and (iii) of the definition of “Obligations” in Section 1 hereofpayable to them; (iib) second, to payment of that portion of the extent proceeds remain Obligations constituting accrued and unpaid interest, including any interest that accrues after the application pursuant commencement of any bankruptcy, insolvency or other enforcement proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such proceeding, on the Notes, ratably among the Purchasers in proportion to the preceding respective amounts described in this clause (i), an amount equal ii) payable to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributedthem; (iiic) third, to payment of that portion of the extent proceeds remain after Obligations constituting unpaid principal of the application pursuant Notes, ratably among the Purchasers in proportion to the preceding clauses respective amounts described in this clause (iiii) and (ii), an amount equal payable to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; andthem; (ivd) fourth, to the extent proceeds remain after the application pursuant payment in full of all other Obligations relating to the preceding clauses Notes, in each case ratably among the Purchasers for the Notes based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (ie) through (iii)finally, inclusivethe balance, and following the termination of this Agreement pursuant to Section 18 hereofif any, after all Obligations have been Paid in Full, to the relevant Pledgor Issuer or to whomever may be lawfully entitled to receive such surplusas otherwise required by Law. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount

Application of Proceeds. (a) All moneys or other proceeds collected by the Pledgee Collateral Agent upon any sale by it or other disposition of or realization upon the CollateralCollateral after an Event of Default pursuant to the terms of this Security Agreement, together with all other moneys or other proceeds received by the Pledgee Collateral Agent hereunder, shall be applied to the payment of the Secured Obligations secured by such Collateral, moneys or proceeds as follows: (i) first, to the payment of all amounts Secured Obligations owing to the Pledgee Collateral Agent of the type described in clauses (iie), (f) and (iiig) of the definition Section 2 of “Obligations” in Section 1 hereofthis Security Agreement; (ii) second, to the extent proceeds moneys remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in accordance with Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share 2.01 of the amount remaining to be distributed;Intercreditor Agreement; and (iii) third, to the extent proceeds moneys remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Security Agreement pursuant to Section 18 17(a) hereof, to the relevant Pledgor Obligor or to whomever may be lawfully entitled to receive such surplus. (b) All payments required to be made hereunder shall be made (x) if to the Credit Agreement Secured Parties, to the Administrative Agent for the account of the Credit Agreement Secured Parties and (y) if to the Notes Secured Parties (including as a result of any payments made in respect of the SN Intercompany Notes Obligations), to the Note Trustee for the account of the Notes Secured Parties. (c) For purposes of applying payments received in accordance with this Agreement Section 15, the Collateral Agent shall be entitled to rely upon (i) “Pro Rata Share” the Administrative Agent, as Authorized Representative under the Credit Agreement, and (ii) the Note Trustee, as Authorized Representative under the Indenture, for a determination (which the Administrative Agent, the Note Trustee and the Secured Parties agree to provide upon request of the Collateral Agent), of the outstanding Secured Obligations owed to the respective Secured Parties. (d) Each Obligor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Collateral Agent shall meanhave the continuing and exclusive right to apply and reapply any and all such proceeds in the Collateral Agent’s sole discretion, when calculating a Secured Creditor’s portion notwithstanding any entry to the contrary upon any of any distribution or amount, that amountits books and records.

Application of Proceeds. (a) All moneys collected by Subject to any Intercreditor Agreement then in effect, the Pledgee Collateral Agent shall upon any exercise of remedies hereunder or under any Security Document apply the proceeds of any collection or sale or other disposition of the Collateral, together with all other moneys moneys, in each case received by the Pledgee hereunderAdministrative Agent, shall the Revolving Agent, the Collateral Agent or Issuing Bank hereunder (or, to the extent any Security Document executed by a Loan Party requires proceeds of collateral thereunder to be applied to in accordance with the payment provisions of this Agreement), including any Collateral consisting of cash, in the Obligations as followsfollowing order of priority: (i) first, to the payment of all amounts owing to the Pledgee Collateral Agent, the Revolving Agent or the Administrative Agent pursuant to any of the type described Loan Documents in clauses its capacity as such in respect of (iix) and the preservation of Collateral or its security interest in the Collateral or (iiiy) with respect to enforcing the rights of the definition of “Obligations” in Section 1 hereofSecured Parties under the Loan Documents; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to all other amounts owing to the outstanding Primary Obligations shall be paid Administrative Agent, the Revolving Agent, Collateral Agent or Issuing Bank pursuant to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share any of the amount remaining to be distributedLoan Documents in its capacity as such; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the other outstanding Secondary Obligations Loans and Obligations, in each case then due and payable (in each case, other than, for the avoidance of doubt, contingent indemnification or reimbursement obligations to the extent no claim giving rise thereto has been asserted) shall be paid to the Secured Creditors Parties as provided in Section 9(eclause (d) hereofbelow, with each Secured Creditor secured party receiving an amount equal to its outstanding Secondary Obligations as described above or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share pro rata share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination payment in full in cash of this Agreement pursuant to Section 18 hereofall Obligations, to the relevant Pledgor Loan Party, their successors and assigns, or to whomever as a court of competent jurisdiction may be lawfully entitled to receive such surplusotherwise direct. (b) If any payment to any Secured Party pursuant to this Section 10.03 of its pro rata share of any distribution would result in overpayment to such Secured Party, such excess amount shall instead be distributed in respect of the unpaid Obligations of the other Secured Parties, with each Secured Party whose Obligations have not been paid in full to receive an amount equal to such excess amount multiplied by a fraction the numerator of which is the unpaid Obligations of such Secured Party and the denominator of which is the unpaid Obligations of all Secured Parties entitled to such distribution. (c) Subject to the terms of any Intercreditor Agreement, all payments required to be made hereunder shall be made (x) if to Secured Parties (other than Secured Parties in respect of payments of Obligations under Secured Swap Agreement or Secured Cash Management Obligations), to the Administrative Agent for the account of such Secured Parties, (y) if to Secured Parties in respect of payments of Obligations under Secured Swap Agreements, to the trustee, paying agent or other similar representative (each, a “Payee Representative”) for such Secured Parties or, in the absence of such a Payee Representative, directly to such Secured Parties and (z) if to the Secured Parties in respect of payments of Secured Cash Management Obligations, directly to such Secured Parties. (d) For purposes of applying payments received in accordance with this Agreement Section 10.03, the Collateral Agent shall be entitled to rely upon (i) “Pro Rata Share” the Administrative Agent, (ii) the Revolving Agent, (iii) the Issuing Bank, (iv) the Payee Representative or, in the absence of such a Payee Representative, upon the applicable Secured Parties in respect of payments of Obligations under Secured Swap Agreements and (v) the applicable Secured Parties in respect of payments of Secured Cash Management Obligations for a determination (which the Administrative Agent and each other Secured Party agrees (or shall meanagree) to provide upon request of the Collateral Agent) of the outstanding Obligations of the Loan Parties owed to the Secured Parties. (e) Subject to the other limitations (if any) set forth herein and in the other Loan Documents, when calculating a Secured Creditor’s portion it is understood that the Loan Parties shall remain liable (as and to the extent set forth in the Loan Documents) to the extent of any distribution or amount, deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Obligations of the Loan Parties. (f) It is understood and agreed by each Loan Party and each Secured Party that amountthe Collateral Agent shall have no liability for any determinations made by it in this Section 10.03.

Application of Proceeds. (a) All moneys collected by the Pledgee Collateral Agent upon any sale or other disposition of the CollateralCollateral (and, to the extent the Pledge Agreement or any other Security Document requires proceeds of collateral under such other Security Document to be applied in accordance with the provisions of this Agreement, all monies collected by the Pledgee or collateral agent under such other Security Document upon any sale or other disposition of the collateral under any such Security Document), together with all other moneys received by the Pledgee hereunderCollateral Agent hereunder and under each other Security Document, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent of the type described in clauses (iiiii), (iv) and (iiiv) of the definition of “Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e7.4(e) hereof, with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the such amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e7.4(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the such amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 10.8(a) hereof, to the relevant Pledgor Assignor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, all principal of, premium, fees and interest on, all Loans, all Unpaid Drawings, all contingent reimbursement obligations equal to the Stated Amount of all outstanding Letters of Credit and all Fees, and (ii) in the case of the Other Obligations, all amounts due under each Interest Rate Protection Agreement and each Other Hedging Agreement with an Other Creditor (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities) and (z) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. Any payments with respect to the Undivided Interest received at any time by the Owner Lessor or the Facility Lessee from any Governmental Authority or from insurance proceeds as a result of the occurrence of an Event of Loss shall be applied as follows: (a) All moneys collected all such payments received at any time by the Pledgee upon Facility Lessee shall be promptly paid to the Owner Lessor or, so long as the Lessor Notes are outstanding, to the Lease Indenture Trustee, for application pursuant to the following provisions of this 10.3, except that, the Facility Lessee may retain any sale or other disposition amounts that the Owner Lessor would at the time be obligated to pay to the Facility Lessee as reimbursement pursuant to Section 10.3(b); (b) so much of such payments as shall not exceed the Event of Loss Payment required to be paid by the Facility Lessee pursuant to Section 10.2(a) shall be applied in reduction of the Collateral, together with all other moneys received Facility Lessee's obligation to pay such amount if not already paid by the Pledgee hereunderFacility Lessee or, if already paid by the Facility Lessee, shall be applied to reimburse the Facility Lessee for its payment of such amount; and (c) the Obligations balance, if any, of such payments remaining thereafter shall be apportioned between the Owner Lessor and the Facility Lessee in accordance with their respective interests in the Facility. Notwithstanding the foregoing, if the Facility Lessee shall have elected to rebuild the Facility pursuant to Section 10.1(b), any insurance proceeds received by the Owner Lessor, the Lease Indenture Trustee or the Facility Lessee as follows: a result of the occurrence of an Event of Loss described in clause (i) first, to the payment of all amounts owing the Pledgee of the type described in clauses or (ii) and (iii) of the definition of “Obligations” in Section 1 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations Event of Loss shall be paid to the Secured Creditors applied as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus11.7. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount

Application of Proceeds. (a) All moneys collected by Subject to any Intercreditor Agreement, the Pledgee Collateral Agent shall upon any exercise of remedies hereunder or under any Security Document apply the proceeds of any collection or sale or other disposition of the Collateral, together with all other moneys moneys, in each case received by the Pledgee hereunderAdministrative Agent or the Collateral Agent hereunder (or, shall to the extent any Security Document executed by a Loan Party requires proceeds of collateral thereunder to be applied to in accordance with the payment provisions of this Agreement), including any Collateral consisting of cash, in the Obligations as followsfollowing order of priority: (i) first, to the payment of all amounts owing to the Pledgee Collateral Agent or the Administrative Agent pursuant to any of the type described Loan Documents in clauses its capacity as such in respect of (iix) and the preservation of Collateral or its security interest in the Collateral or (iiiy) with respect to enforcing the rights of the definition of “Obligations” in Section 1 hereofSecured Parties under the Loan Documents; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to all other amounts owing to the outstanding Primary Obligations shall be paid Administrative Agent or Collateral Agent pursuant to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share any of the amount remaining to be distributedLoan Documents in its capacity as such; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and through (ii), to an amount equal to the outstanding Secondary Obligations then due and payable (other than, for the avoidance of doubt, contingent indemnification or reimbursement obligations to the extent no claim giving rise thereto has been asserted) which shall be paid to the Secured Creditors Parties as provided in Section 9(eclause (d) hereofbelow, with each Secured Creditor Party receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share pro rata share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination payment in full of this Agreement pursuant the Obligations and to Section 18 hereofthe extent that the Second Lien Administrative Agent and the ABL Agent shall have notified the Administrative Agent that any and all obligations under the Second Lien Obligations and the ABL Obligations shall have been paid in full, to the relevant Pledgor Loan Party, their successors or to whomever assigns, or as a court of competent jurisdiction may be lawfully entitled to receive such surplusotherwise direct or as otherwise required by the ABL/Term Loan Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement. (b) If any payment to any Secured Party pursuant to this Section 10.03 of its pro rata share of any distribution would result in overpayment to such Secured Party, such excess amount shall instead be distributed in respect of the unpaid Obligations of the other Secured Parties, with each Secured Party whose Obligations have not been paid in full to receive an amount equal to such excess amount multiplied by a fraction the numerator of which is the unpaid Obligations of such Secured Party and the denominator of which is the unpaid Obligations of all Secured Parties entitled to such distribution. (c) Subject to the terms of the ABL/Term Loan Intercreditor Agreement and the First Lien/Second Lien Intercreditor Agreement, all payments required to be made hereunder shall be made (x) if to Secured Parties (other than Secured Parties in respect of payments of Obligations under Secured Swap Agreement or Secured Cash Management Obligations), to the Administrative Agent for the account of such Secured Parties, (y) if to Secured Parties in respect of payments of Obligations under Secured Swap Agreements, to the trustee, paying agent or other similar representative (each, a “Payee Representative”) for such Secured Parties or, in the absence of such a Payee Representative, directly to such Secured Parties and (z) if to the Secured Parties in respect of payments of Secured Cash Management Obligations, directly to such Secured Parties. (d) For purposes of applying payments received in accordance with this Agreement Section 10.03, the Collateral Agent shall be entitled to rely upon (i) “Pro Rata Share” the Administrative Agent, (ii) the Payee Representative or, in the absence of such a Payee Representative, upon the applicable Secured Parties in respect of payments of Obligations under Secured Swap Agreements and (iii) the applicable Secured Parties in respect of payments of Secured Cash Management Obligations for a determination (which the Administrative Agent and each other Secured Party agrees (or shall meanagree) to provide upon request of the Collateral Agent) of the outstanding Obligations of the Loan Parties owed to the Secured Parties. (e) Subject to the other limitations (if any) set forth herein and in the other Loan Documents, when calculating a Secured Creditor’s portion it is understood that the Loan Parties shall remain liable (as and to the extent set forth in the Loan Documents) to the extent of any distribution deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Obligations of the Loan Parties. (f) It is understood and agreed by each Loan Party and each Secured Party that the Collateral Agent shall have no liability for any determinations made by it in this Section 10.03 (including, without limitation, as to whether given Collateral constitutes Term Priority Collateral or amountABL Priority Collateral). Each Loan Party and each Secured Party also agrees that the Collateral Agent may (but shall not be required to), that amountat any time and in its sole discretion, and with no liability resulting therefrom, petition a court of competent jurisdiction regarding any application of Collateral in accordance with the requirements hereof, of the ABL/Term Loan Intercreditor Agreement and of the First Lien/Second Lien Intercreditor Agreement, and the Collateral Agent shall be entitled to wait for, and may conclusively rely on, any such determination.

Application of Proceeds. (a) All moneys collected by the Pledgee Collateral Agent (or, to the extent the Pledge Agreement or any other Security Document requires proceeds of collateral under such other Security Document to be applied in accordance with the provisions of this Agreement, the Pledgee, collateral agent, mortgagee or trustee under such other Security Document) upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee hereunderCollateral Agent hereunder while any Event of Default exists and is continuing, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent of the type described in clauses (iiiii), (iv) and (iiiv) of the definition of “"Obligations” in Section 1 hereof"; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid payment of all amounts owing to each Agent of the type described in clauses (v) (except to the Secured Creditors as provided in Section 9(eextent already applied pursuant to preceding clause (i)) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share and (vi) of the amount remaining to be distributeddefinition of "Obligations"; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 7.4(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e7.4(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (ivv) fourthfifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iiiiv), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, inclusive to the relevant Pledgor Assignor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” "PRO RATA SHARE" shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor's Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) "PRIMARY OBLIGATIONS" shall mean (i) in the case of the Credit Document Obligations, all principal of, premium, fees and interest on, all Loans, all Unpaid Drawings, the Stated Amount of all outstanding Letters of Credit and all Fees and (ii) in the case of the Other Obligations, all amounts due under each Covered Agreement with an Other Creditor (other than indemnities, fees (including, without limitation, attorneys' fees) and similar obligations and liabilities) and (z) "SECONDARY OBLIGATIONS" shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys collected by the Pledgee Collateral Agent (or, to the extent any Pledge Agreement or any Mortgage to which any Pledgor is a party requires proceeds of Collateral under such agreement to be applied in accordance with the provisions of this Agreement, the pledgee or mortgagee under such other agreement) upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee Collateral Agent hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent of the type described in clauses (iiiii) and (iiiiv) of the definition of “"Obligations” in Section 1 hereof"; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof7.4(f), with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof7.4(f), with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 10.9(a) hereof, to the relevant applicable Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (ix) “"Pro Rata Share” " shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor's Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) "Primary Obligations" shall mean (i) in the case of the Credit Agreement Obligations, all principal of, and interest on, all Loans, all Unpaid Drawings theretofore made (together with all interest accrued thereon), and the aggregate Stated Amounts of all Letters of Credit issued (or deemed issued) under the Credit Agreement, and all Fees and (ii) in the case of the Other Obligations, all amounts due under the Interest Rate Protection Agreements or Other Hedging Agreements (other than indemnities, fees (including, without limitation, reasonable attorneys' fees) and similar obligations and liabilities) and (z) "Secondary Obligations" shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys collected by the Pledgee Collateral Agent (or, to the extent any other Security Document requires proceeds of collateral under such other Security Document to be applied in accordance with the provisions of this Agreement, the pledgee or collateral agent under such other Security Document) upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee Collateral Agent hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing to the Pledgee Collateral Agent of the type described in clauses (ii), (iii) and (iiiiv) of the definition of “Secured Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations in respect of interest (including post-petition interest) shall be paid to the Secured Creditors as provided in Section 9(e6.04(e) hereof, with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations in respect of interest (including post-petition interest) or, if the proceeds are insufficient to pay in full all such Primary ObligationsObligations in respect of interest (including post-petition interest), its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to preceding clause (i) and (ii), an amount equal to the outstanding remaining Primary Obligations shall be paid to the Secured Creditors as provided in Section 6.04(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding remaining Primary Obligations or, if the proceeds are insufficient to pay in full all such remaining Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and through (iiiii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e6.04(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (ivv) fourthfifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iiiiv), inclusive, and following the termination of this Agreement pursuant to Section 18 9.08(a) hereof, to the relevant Pledgor Assignor or to whomever may be lawfully entitled to receive such surplus. Notwithstanding the foregoing, no amounts received from any Assignor shall be applied to any Excluded Swap Obligations of such Assignor. In making payments and allocations required by this Section, the Collateral Agent may rely upon information supplied to it pursuant to Section 6.04(f). All distributions made by the Collateral Agent pursuant to this Section shall be final (except in the event of manifest error) and the Collateral Agent shall have no duty to inquire as to the application by any Secured Creditor of any amount distributed to it. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations (or relevant portion thereof) or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations (or relevant portion thereof) or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean all principal of, premium and interest on, all Loans and all Fees (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities) and (z) “Secondary Obligations” shall mean all Secured Obligations other than Primary Obligations and Secured Obligations paid pursuant to (a)(i) hereof.

Application of Proceeds. (a) All moneys collected by the Pledgee Collateral Agent (or, to the extent the Pledge Agreement or any other Collateral Document requires proceeds of collateral under such other Collateral Document to be applied in accordance with the provisions of this Agreement, the Pledgee, the Mortgagee or Collateral Agent under such other Collateral Document) upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee hereunderCollateral Agent hereunder and under each other Collateral Document, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent of the type described in clauses (iiiv), (v), (vi) and (iiivii) of the definition of “Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid payment of all amounts owing to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share any Agent of the amount remaining to be distributedtype described in clauses (vi) and (vii) of the definition of “Obligations”; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary First Lien Primary Obligations shall be paid to the Secured First Lien Creditors as provided in Section 9(e7.4(e) hereof, with each Secured First Lien Creditor receiving an amount equal to its outstanding Secondary First Lien Primary Obligations or, if the proceeds are insufficient to pay in full all such Secondary First Lien Primary Obligations, its First Lien Creditor Pro Rata Share of the amount remaining to be distributed; and; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii) inclusive, an amount equal to the outstanding First Lien Secondary Obligations shall be paid to the First Lien Creditors as provided in Section 7.4(e) hereof, with each First Lien Creditor receiving an amount equal to its outstanding First Lien Secondary Obligations or, if the proceeds are insufficient to pay in full all such First Lien Secondary Obligations, its First Lien Creditor Pro Rata Share of the amount remaining to be distributed; (v) fifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iv), inclusive, and subject to clause (h) of this Section 7.4, to the payment of all amounts owing the Senior Secured Notes Trustee in its capacity as such pursuant to the Senior Secured Notes Indenture; (vi) sixth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (v), inclusive, and subject to clause (h) of this Section 7.4 an amount equal to the outstanding Second Lien Obligations shall be paid to the Second Lien Creditors as provided in Section 7.4(e) hereof, with each Second Lien Creditor receiving an amount equal to its outstanding Second Lien Obligations or, if the proceeds are insufficient to pay in full all such Second Lien Obligations, its Second Lien Creditor Pro Rata Share of the amount remaining to be distributed; and (vii) seventh, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (vi), inclusive, and following the termination of this Agreement pursuant to Section 18 10.8(a) hereof, to the relevant Pledgor Assignor or to whomever may be lawfully entitled to receive such surplus. (bi) For purposes of this Agreement (i) Agreement, “First Lien Creditor Pro Rata Share” shall mean, when calculating a Secured First Lien Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s First Lien Primary Obligations or First Lien Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all First Lien Primary Obligations or First Lien Secondary Obligations, as the case may be.

Application of Proceeds. (a) All moneys collected by the Pledgee Collateral Agent upon any sale or other disposition of the CollateralCollateral (or, to the extent the Pledge Agreement or the Mortgages require proceeds of collateral thereunder to be applied in accordance with the provisions of this Agreement, the Pledgee under the Pledge Agreement or the Mortgagee under such Mortgage), together with all other moneys and other properties distributed in connection with the Collateral received by the Pledgee Collateral Agent hereunder, thereunder or otherwise, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing to the Collateral Agent, the Pledgee of or the type described in clauses (ii) and (iii) of the definition of “Obligations” in Section 1 hereofMortgagee resulting from their acting as Collateral Agent, Pledgee or Mortgagee, respectively; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Non-Tranche 3 Secured Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof7.4(e), with each Secured Creditor receiving an amount equal to such its outstanding Primary Non-Tranche 3 Secured Obligations or, if the proceeds are insufficient to pay in full all such Primary Non-Tranche 3 Secured Obligations, its Pro Rata Share of the amount remaining to be distributed, to be applied, with respect to the Credit Document Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans (other than the Tranche 3 Revolving Loans and the Initial C Term Loans) outstanding, second to the payment of principal of Loans (other than the Tranche 3 Revolving Loans and the Initial C Term Loans) outstanding, then to the other Credit Document Obligations (other than the Tranche 3 Obligations and the Initial Tranche C Obligations); (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Tranche 3 Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof7.4(e), with each Secured Creditor receiving an amount equal to its outstanding Secondary Tranche 3 Obligations or, if the proceeds are insufficient to pay in full all such Secondary Tranche 3 Obligations, its Pro Rata Share of the amount remaining to be distributed; and; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i), (ii) through and (iii), inclusivean amount equal to the outstanding Initial Tranche C Obligations shall be paid to the Secured Creditors as provided in Section 7.4(e), with each Secured Creditor receiving an amount equal to its outstanding Initial Tranche C Obligations or, if the proceeds are insufficient to pay in full all such Initial Tranche C Obligations, its Pro Rata Share of the amount remaining to be distributed; and (v) fifth, to the extent proceeds remain after the applications pursuant to preceding clauses (i) through (iv), and following the termination of this Agreement pursuant to Section 18 10.9 hereof, to the relevant Pledgor Assignor, to the extent directed by such Assignor or a court of competent jurisdiction, or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “Agreement, "Pro Rata Share” " shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor's Non-Tranche 3 Secured Obligations, Tranche 3 Obligations or Initial Tranche C Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Non-Tranche 3 Secured Obligations, Tranche 3 Obligations or Initial Tranche C Obligations, as the case may be.

Application of Proceeds. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) All moneys collected the Restricted Loan Parties irrevocably waive the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of any of the Pledgee upon Restricted Loan Parties, and (b) any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default, and the proceeds of any sale of, or other disposition realization upon, all or any part of the Collateral, together with all other moneys received by the Pledgee hereunder, Collateral shall be applied applied: first, to the payment that portion of the Obligations as follows: constituting fees, costs and expenses incurred by or owing to Agent; second, to that portion of the Obligations constituting fees, costs and expenses incurred by or owing to the Lenders and the Issuing Lenders, pro rata based their Pro Rata Share thereof; third, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of any bankruptcy or insolvency law would have accrued on such amounts), pro rata based on each Lender’s Pro Rata Share thereof; fourth, pro rata to (i) first, to the payment of all principal amounts owing the Pledgee of the type described in clauses Obligations outstanding (including Obligations owed to any Lender or their Affiliates under a Secured Hedge Agreement or Secured Bank Products Agreement), pro rata based on each Lender’s Pro Rata Share thereof and (ii) and (iii) provide cash collateralization of the definition Letter of “Obligations” Credit Reserve in accordance with Section 1 hereof; (ii) second8.4; and fifth, to any other Obligations or other obligations or indebtedness of Borrowers owing to Agent, any Lender or any Issuing Lender under the extent proceeds remain after the application pursuant to the preceding clause (i)Loan Documents, an amount equal to the outstanding Primary Obligations any Secured Hedge Agreement or any Secured Bank Products Agreement, ratably based on their proportionate share thereof. Any balance remaining shall be paid delivered to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor ▇▇ ▇▇▇▇▇ or to whomever may be lawfully entitled to receive such surplusbalance or as a court of competent jurisdiction may direct. This Section 8.8 shall not apply to any action taken by any Farm Credit Bank with respect to any Farm Credit Equities held by Borrowers. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount

Application of Proceeds. (a) All (I) Subject to the terms of the Intercreditor Agreement, all moneys collected by the Collateral Agent (or, to the extent the Pledge Agreement or any other Security Document requires proceeds of collateral thereunder, which constitutes ABL Priority Collateral, to be applied in accordance with the provisions of this Agreement, the Pledgee under the Pledge Agreement or the collateral agent or mortgagee under such other Security Document) upon any sale or other disposition of the ABL Priority Collateral, together with all other moneys received by the Collateral Agent hereunder (or, to the extent the Pledge Agreement or any other Security Document requires proceeds of collateral thereunder, which constitutes ABL Priority Collateral, to be applied in accordance with the provisions of this Agreement, the Pledgee hereunderunder the Pledge Agreement or the collateral agent or mortgagee under such other Security Document) with respect thereto, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent of the type described in clauses (ii), (iii) and (iiiiv) of the definition of “Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), to the payment of all amounts owing to any Agent of the type described in clause (v) of the definition of “Obligations”; (iii) third, to the extent proceeds remain after the application pursuant to preceding clauses (i) and (ii), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e7.4(e) hereof, with (x) each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed, (y) the amount received by any Lender Creditor in respect of Primary Obligations consisting of Credit Document Obligations pursuant to this clause (iii) to be applied in satisfaction of the Primary Obligations owing to such Lender Creditor by the Borrower and by the other Credit Parties; (iiiiv) thirdfourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and through (iiiii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e7.4(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and; (ivv) fourthfifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iiiiv), inclusive, if the TL Credit Document Obligations Termination Date has not theretofore occurred, amounts equal to the Term Obligations shall be paid to the Term Collateral Agent for application to the Term Obligations in accordance with sub-clauses third and fourth of Section 5.2(a) of the Intercreditor Agreement; and (vi) sixth, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (v), inclusive, and following the termination of this Agreement pursuant to Section 18 10.8(a) hereof, to the relevant Pledgor Assignor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount

Application of Proceeds. (a) All moneys collected by the Pledgee or the Collateral Agent upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee or the Collateral Agent hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing to the Pledgee or the Collateral Agent of the type described in clauses (iiiii) and (iiiiv) of the definition of “Obligations” contained in Section 1 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations to the Secured Creditors shall be paid to the Secured Creditors as provided in Section 9(e) hereof9(c), with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed;distributed to be applied, with respect to the Credit Document Obligations, firstly, to the payment of interest in respect of the unpaid principal amount of Loans outstanding, secondly, to the payment of principal of Loans outstanding, then to the other Credit Document Obligations; and (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or, to the extent directed by such Pledgor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) Agreement, “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountthe amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding amount of the relevant Obligations owed such Secured Creditor and the denominator of which is the then outstanding amount of all Obligations.

Application of Proceeds. (a) All moneys collected by the Pledgee upon It is agreed that if an Event of Default shall occur and be continuing, any sale or other disposition and all Proceeds of the Collateral, together with all other moneys relevant Granting Party’s Collateral (as defined in the Credit Agreement) received by the Pledgee hereunder, U.S. Collateral Agent (whether from the relevant Granting Party or otherwise) shall be applied to held by the payment U.S. Collateral Agent for the benefit of the Secured Parties as collateral security for the Obligations of the relevant Granting Party (whether matured or unmatured), and/or then or at any time thereafter may, in the sole discretion of the U.S. Collateral Agent, be applied by the U.S. Collateral Agent as follows: (ia) first, to the payment of all amounts owing the Pledgee of U.S. Collateral Agent for (i) any amounts advanced by the type described U.S. Collateral Agent in clauses order to preserve the Collateral or preserve its security interest in the Collateral, (ii) in the event of the enforcement of any indebtedness, obligations, or liabilities of any Grantor, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the U.S. Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs and (iii) of all amounts paid to which the definition of “Obligations” in Section 1 hereofU.S. Collateral Agent has the right to reimbursement under subsection 9.4; (iib) second, to the extent proceeds remain after the application pursuant to the preceding clause (ia), to the payment of all amounts owing to any Agent pursuant to any of the Loan Documents in its capacity as such; (c) third, but subject to the provisions of the following subclauses 6.5.6 and 6.5.7, to the extent proceeds remain after the application pursuant to the preceding clauses (a) and (b), an amount equal to the outstanding Primary U.S. Borrower Obligations shall be paid to the Secured Creditors Parties as provided in Section 9(e) subsection 6.5.2 hereof, with each Secured Creditor Party receiving an amount equal to such its outstanding Primary U.S. Borrower Obligations or, if the proceeds are insufficient to pay in full all such Primary U.S. Borrower Obligations, its Pro Rata Share of the amount remaining to be distributed; (iiid) thirdfourth, but subject to the provisions of the following subclauses 6.5.6 and 6.5.7, to the extent proceeds remain after the application pursuant to the preceding clauses (ia) and through (iic), an amount equal to the outstanding Secondary Primary Canadian Borrower Obligations shall be paid to the Secured Creditors Parties as provided in Section 9(e) subsection 6.5.2 hereof, with each Secured Creditor Party receiving an amount equal to its outstanding Primary Canadian Borrower Obligations or, if the proceeds are insufficient to pay in full all such Primary Canadian Borrower Obligations, its Pro Rata Share of the amount remaining to be distributed; (e) fifth, but subject to the provisions of subclauses 6.5.6 and 6.5.7, to the extent proceeds remain after the application pursuant to the preceding clauses (a) through (d), inclusive, an amount equal to the outstanding Secondary U.S. Borrower Obligations shall be paid to the Secured Parties as provided in subsection 6.5.2 hereof, with each Secured Party receiving an amount equal to its outstanding Secondary U.S. Borrower Obligations or, if the proceeds are insufficient to pay in full all such Secondary U.S. Borrower Obligations, its Pro Rata Share of the amount remaining to be distributed; (f) sixth, but subject to the provisions of subclauses 6.5.6 and 6.5.7, to the extent proceeds remain after the application pursuant to preceding clauses (a) through (e), inclusive, an amount equal to the outstanding Secondary Canadian Borrower Obligations shall be paid to the Secured Parties as provided in subsection 6.5.2 hereof, with each Secured Party receiving an amount equal to its outstanding Secondary Canadian Borrower Obligations or, if the proceeds are insufficient to pay in full all such Secondary Canadian Borrower Obligations, its Pro Rata Share of the amount remaining to be distributed; (g) seventh, but subject to the provisions of subclauses 6.5.6 and 6.5.7, to the extent proceeds remain after the application pursuant to preceding clauses (a) through (f), inclusive, ratably to any then remaining unpaid Obligations; and (ivh) fourtheighth, to the extent proceeds remain after the application pursuant to the preceding clauses (ia) through (iiig), inclusive, and following the termination of this Agreement pursuant to Section 18 hereofAgreement, to the relevant Pledgor Grantor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount

Application of Proceeds. (a) All moneys monies collected by the Pledgee upon any sale or other disposition of the CollateralCollateral of each Pledgor, together with all other moneys monies received by the Pledgee hereunderhereunder (except to the extent released in accordance with the applicable provisions of this Agreement or any other Credit Document), shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee of the type described in clauses (ii) and (iii) of the definition of “Obligations” in Section 1 hereof1.1; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as defined below) constituting Credit Document Obligations shall be paid to the Secured Creditors Lenders as provided in Section 9(e9(d) hereof, with each Secured Creditor Lender receiving an amount equal to such outstanding Primary Obligations constituting Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations constituting Credit Document Obligations, its Pro Rata Share (as defined below) of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e9(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 20 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean all principal of, and interest on, all Loans and all fees, costs and expenses incurred under the Credit Agreement with respect thereto and (z) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys monies collected by the Pledgee upon any sale or other disposition of the CollateralCollateral of each Pledgor and any other collateral under any other Security Document (including, without limitation, the Vessel Mortgage, Assignments of Earnings, Assignments of Insurance, together with all other moneys monies received by the Pledgee hereunderhereunder and under any other Security Document (except to the extent released in accordance with the applicable provisions of this Agreement or any other Credit Document), shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee of the type described in clauses (iiiii) and (iiiiv) of the definition of “Obligations” in Section 1 hereof1.1; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as defined below) constituting Credit Document Obligations shall be paid to the Secured Creditors Lenders as provided in Section 9(e9(d) hereof, with each Secured Creditor Lender receiving an amount equal to such outstanding Primary Obligations constituting Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations constituting Credit Document Obligations, its Pro Rata Share (as defined below) of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Primary Obligations constituting Other Obligations shall be paid to the Other Creditors as provided in Section 9(d) hereof, with each Other Creditor receiving an amount equal to such outstanding Primary Obligations constituting Other Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations constituting Other Obligations, its Pro Rata Share of the amount remaining to be distributed; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e9(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (ivv) fourthfifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iiiiv), inclusive, and following the termination of this Agreement pursuant to Section 18 20 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor's Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, all principal of, and interest on, all Loans and all fees, costs and expenses incurred under the Credit Agreement with respect thereto and (ii) in the case of the Other Obligations, all amounts due under such Interest Rate Protection Agreements and Other Hedging Agreements (other than indemnities, fees (including, without limitation, attorneys' fees) and similar obligations and liabilities) and (z) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys collected by ----------------------- the Collateral Agent (or, to the extent the Pledge Agreement or the Mortgage to which the Pledgor is a party requires proceeds of Collateral under such agreement to be applied in accordance with the provisions of this Agreement, the Pledgee or Mortgagee under such other agreement) upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee Collateral Agent hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent of the type described in clauses (iiiii) and (iiiiv) of the definition of “"Obligations” in Section 1 hereof"; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof7.4(f), with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof7.4(f), with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 10.9(a) hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (ix) “"Pro Rata Share” " shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor's Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) "Primary Obligations" shall mean (i) in the case of the Credit Agreement Obligations, all principal of, and interest on, all Loans, all Unpaid Drawings theretofore made (together with all interest accrued thereon), and the aggregate Stated Amounts of all Letters of Credit issued (or deemed issued) under the Credit Agreement, and all Fees and (ii) in the case of the Other Obligations, all amounts due under the Interest Rate Protection or Other Hedging Agreements (other than indemnities, fees (including, without limitation, reasonable attorneys' fees) and similar obligations and liabilities) and (z) "Secondary Obligations" shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys monies collected by the Pledgee upon any sale or other disposition of the CollateralCollateral of the Pledgor, together with all other moneys monies received by the Pledgee hereunderhereunder (except to the extent released in accordance with the applicable provisions of this Agreement or any other Credit Document), shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee of the type described in clauses (iiiii) and (iiiiv) of the definition of “Obligations” in Section 1 hereof1.1; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as defined below) constituting Credit Document Obligations shall be paid to the Secured Creditors Lenders as provided in Section 9(e9(d) hereof, with each Secured Creditor Lender receiving an amount equal to such outstanding Primary Obligations constituting Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations constituting Credit Document Obligations, its Pro Rata Share (as defined below) of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e9(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount

Application of Proceeds. (a) All moneys collected by the Pledgee upon any sale or other disposition of the CollateralCollateral of each Pledgor, together with all other moneys received by the Pledgee hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing to the Pledgee and the Secured Creditors of the type described provided in clauses (iiv) and (iiivi) of the definition of “Obligations” Obligations in Section 1 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as defined in Section 9(b) below) shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations of such Pledgor or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share (as hereinafter defined) of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations (as defined in Section 9(b) below) shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations of such Pledgor or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Credit Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, all Obligations arising out of or in connection with (including, without limitation, as obligor or guarantor, as the case may be) the principal of, and interest on, all Loans, all unreimbursed drawings or payments in respect of any letters of credit (together with all interest accrued thereon), and the aggregate stated amounts of all letters of credit issued under the Credit Agreement, and all regularly accruing fees, (ii) in the case of the Senior Note Obligations, all Obligations secured hereby arising out of or in connection with (including, without limitation, as obligor or guarantor, as the case may be) the principal of, and interest on,

Application of Proceeds. (a) All moneys Subject to the terms of the Intercreditor Agreement, all monies collected by the Pledgee upon any sale or other disposition of the CollateralCollateral pursuant to the terms of this Agreement, together with all other moneys monies received by the Pledgee hereunder, shall be applied to in the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee of the type described in clauses (ii) and (iii) of the definition of “Obligations” in Section 1 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as manner provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share 7.4 of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplusU.S. Security Agreement. (b) For purposes of this Agreement It is understood that (i) “Pro Rata Share” the Pledgors shall mean, when calculating a Secured Creditor’s portion remain jointly and severally liable to the extent of any distribution deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Obligations (other than the Intermediate Holdco Credit Document Obligations), and (ii) Corporate Holdco and Intermediate Holdco shall remain jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the Intermediate Holdco Collateral and the aggregate amount of the Intermediate Holdco Credit Document Obligations. (c) It is understood and agreed by all parties hereto that the Pledgee shall have no liability for any determinations made by it in this Section 9 (including, without limitation, as to whether given Collateral constitutes TL Priority Collateral or amountABL Priority Collateral), in each case except to the extent resulting from the gross negligence or willful misconduct of the Pledgee (as determined by a court of competent jurisdiction in a final and non-appealable decision). The parties also agree that amountthe Pledgee may (but shall not be required to), at any time and in its sole discretion, and with no liability resulting therefrom, petition a court of competent jurisdiction regarding any application of Collateral in accordance with the requirements hereof and of the Intercreditor Agreement, and the Pledgee shall be entitled to wait for, and may conclusively rely on, any such determination

Application of Proceeds. (a) All moneys Subject to the provisions of the Intercreditor Agreement (to the extent it is operative), all proceeds collected by the Pledgee Collateral Agent upon any sale or other disposition of the Collateralsuch Collateral of each Credit Party, together with all other moneys proceeds received by the Pledgee hereunderCollateral Agent under and in accordance with this Agreement and the other Credit Documents (except to the extent released in accordance with the applicable provisions of this Agreement or any other Credit Document), shall be applied by the Facility Agent to the payment of the Secured Obligations as follows: (i) first, to the payment of all amounts owing to the Pledgee Collateral Agent or any other Agent of the type described in clauses (iiiii) and (iiiiv) of the definition of “Secured Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Credit Document Obligations shall be paid to the Secured Lender Creditors as provided in Section 9(e4.05(d) hereof, with each Secured Lender Creditor receiving an amount equal to such outstanding Primary Credit Document ​ ​ -57- ​ ​ ​ Obligations or, if the proceeds are insufficient to pay in full all such Primary Credit Document Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Other Obligations shall be paid to the Secured Other Creditors as provided in Section 9(e4.05(d) hereof, with each Secured Other Creditor receiving an amount equal to its such outstanding Secondary Other Obligations or, if the proceeds are insufficient to pay in full all such Secondary Other Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereofAgreement, the Credit Documents, the Interest Rate Protection Agreements and the Other Hedging Agreements in accordance with their terms, to the relevant Pledgor Credit Party or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) Agreement, “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Credit Document Obligations or Other Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Credit Document Obligations or Other Obligations, as the case may be.

Application of Proceeds. (a) All moneys collected by the Pledgee Administrative Agent upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee Administrative Agent hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Administrative Agent of the type described in clauses (i), (ii), (iii) and (iiiiv) of the definition of “Obligations” contained in Section 1 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors Creditors, as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the such amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors Creditors, as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the such amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 20(a) hereof, to the relevant Pledgor Grantor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean all principal of, premium, if any, and interest on, all Loans, all Disbursements, all contingent reimbursement obligations equal to the Stated Amount of all outstanding Letters of Credit and all fees payable under the Credit Agreement, and (z) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys monies collected by the Pledgee upon any sale or other disposition of the CollateralCollateral of each Pledgor, together with all other moneys monies received by the Pledgee hereunderhereunder (except to the extent released in accordance with the applicable provisions of this Agreement or any other Credit Document), shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee of the type described in clauses (iiiii) and (iiiiv) of the definition of “Obligations” in Section 1 hereof1.1; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as defined below) constituting Credit Document Obligations shall be paid to the Secured Creditors Lenders as provided in Section 9(e9(d) hereof, with each Secured Creditor Lender receiving an amount equal to such outstanding Primary Obligations constituting Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations constituting Credit Document Obligations, its Pro Rata Share (as defined below) of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Primary Obligations constituting Other Obligations shall be paid to the Other Creditors as provided in Section 9(d) hereof, with each Other Creditor receiving an amount equal to such outstanding Primary Obligations constituting Other Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations constituting Other Obligations, its Pro Rata Share of the amount remaining to be distributed; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e9(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (ivv) fourthfifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iiiiv), inclusive, and following the termination of this Agreement pursuant to Section 18 20 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, all principal of, and interest on, all Loans and all fees, costs and expenses incurred under the Credit Agreement with respect thereto and (ii) in the case of the Other Obligations, all amounts due under such Interest Rate Protection Agreements and Other Hedging Agreements (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities) and (z) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys collected by Subject to the Pledgee upon any sale or other disposition terms of the CollateralIntercreditor Agreement and any other intercreditor agreement, together with the Collateral Agent may apply all other moneys received by or any part of Proceeds constituting Collateral and any proceeds of the Pledgee hereunderguarantee set forth in Section 2, in payment of the Obligations, and shall make any such application in the following order: First, to pay incurred and unpaid reasonable, out-of-pocket fees and expenses of the Collateral Agent and the Trustee under the Indenture, the Notes and the Security Documents and of any Additional Pari Passu Agent under any Additional Pari Passu Debt Documents; Second, to (x) the Trustee, based on the amount of Obligations then outstanding under the Indenture and the Notes, for application as provided in the Indenture and (y) each Additional Pari Passu Agent, based on the amount of Obligations then outstanding under the Additional Pari Passu Agreement pursuant to which it is acting as such, for application as provided in such Additional Pari Passu Agreement; Third, any balance of such Proceeds remaining after the Obligations shall have been paid in full, shall be applied paid over to the Issuer or to whomsoever shall be lawfully entitled to receive the same. If, despite the provisions of this Section 6.6(a), any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Obligations as follows:to which it is then entitled in accordance with this Section 6.6(a), such Secured Party shall hold such payment or recovery in trust for the benefit of all Secured Parties for distribution in accordance with this Section 6.6(a). (b) Notwithstanding the foregoing, in the event of any determination by a court of competent jurisdiction with respect to any series of Additional Pari Passu Lien Obligations (other than any Notes Obligations) that (i) firstsuch series of Additional Pari Passu Lien Obligations is unenforceable under applicable law or is subordinated to any other obligations (other than another series of Obligations), to the payment of all amounts owing the Pledgee of the type described in clauses (ii) and such series of Additional Pari Passu Lien Obligations does not have an enforceable security interest in any of the Collateral and/or (iii) any intervening security interest exists securing any other obligations (other than another series of the definition of “Obligations” in Section 1 hereof; (ii) second, on a basis ranking prior to the extent proceeds remain after the application pursuant security interest of such series of Additional Pari Passu Lien Obligations but junior to the preceding security interest of any other series of Obligations (any such condition referred to in the foregoing clause (i), (ii) or (iii) with respect to any series of Additional Pari Passu Lien Obligations, an amount equal “Impairment” of such series of Additional Pari Passu Lien Obligations), the results of such Impairment shall be borne solely by the holders of such series of Additional Pari Passu Lien Obligations, and the rights of the holders of such series of Additional Pari Passu Lien Obligations (including, without limitation, the right to receive distributions in respect of such series of Additional Pari Passu Lien Obligations) set forth herein shall be modified to the outstanding Primary extent necessary so that the effects of such Impairment are borne solely by the holders of such series of Pari Passu Lien Obligations subject to such Impairment. Notwithstanding the foregoing, with respect to any Collateral for which a third party (other than a holder of another series of Obligations) has a Lien or security interest that is junior in priority to the security interest of any series of Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of the holder of any other series of Obligations (such third party, an “Intervening Creditor”), the value of any Collateral or proceeds which are allocated to such Intervening Creditor shall be paid deducted on a ratable basis solely from the Collateral or proceeds to be distributed in respect of the series of Obligations with respect to which such Impairment exists. (c) Each of the Secured Creditors Parties hereby agrees not to challenge or question in any proceeding the validity or enforceability of any Security Document (in each case as a whole or any term or provision contained therein) or the validity of any Lien or financing statement in favor of the Collateral Agent for the benefit of the Secured Parties as provided in this Agreement and the other Security Documents, or the relative priority of any such Lien. In making the determination and allocations required by this Section 9(e) hereof6.6, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses Collateral Agent may conclusively rely upon information supplied by (i) the Trustee as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Notes Obligations and (ii), an amount equal ) the applicable Additional Pari Passu Agent as to the amounts of unpaid principal and interest and other amounts outstanding Secondary with respect to such Additional Pari Passu Lien Obligations and the Collateral Agent shall be paid have no liability to any of the Secured Creditors as provided Parties for actions taken in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all reliance on such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplusinformation. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount

Application of Proceeds. (a) All moneys collected by The Administrative Agent shall apply any amounts received from the Pledgee upon any sale or other disposition Collateral Agent pursuant to Section 6.4 of the Collateral, together with all Guarantee and Collateral Agreement or any other moneys received by comparable provision of any other Security Document in the Pledgee hereunder, shall be applied to the payment of the Obligations as followsfollowing order: (i) firstto the Administrative Agent and the Collateral Agent, to pay incurred and unpaid fees and expenses thereof under the payment of all amounts owing the Pledgee of the type described in clauses (ii) and (iii) of the definition of “Obligations” in Section 1 hereofLoan Documents; (ii) secondto the Lenders, to pay incurred and unpaid fees and expenses of the extent proceeds remain after Lenders under the application Loan Documents (the amounts so applied to be distributed among the Lenders pro rata in accordance with the amounts of the Obligations to be distributed pursuant to the preceding this clause (iii) owed to them on the date of any such distribution), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) thirdto the Lenders, to pay any outstanding interest under the extent proceeds remain after Loan Documents then due and owing and remaining unpaid (the application amounts so applied to be distributed among the Lenders pro rata in accordance with the amounts of the Obligations to be distributed pursuant to this clause (iii) owed to them on the preceding clauses date of any such distribution); (iiv) and (ii), an amount equal to the outstanding Secondary Lenders, to pay all other Obligations shall under the Loan Documents then due and owing and remaining unpaid (the amounts so applied to be paid distributed among the Lenders pro rata in accordance with the amounts of the Obligations to be distributed pursuant to this clause (iv) owed to them on the date of any such distribution); (v) to the Secured Creditors as provided Lenders, to prepay all other Obligations under the Loan Documents (the amounts so applied to be distributed among the Lenders pro rata in Section 9(e) hereof, accordance with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share amounts of the amount remaining Obligations to be distributeddistributed pursuant to this clause (v) owed to them on the date of any such distribution); and (ivvi) fourth, any balance of any such amounts remaining after application as described above shall be paid over to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor Borrowers or to whomever whomsoever may be lawfully entitled to receive such surplusthe same. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount

Application of Proceeds. (a) All moneys collected by the Pledgee Collateral Agent upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee hereunder, Collateral shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing the Pledgee Collateral Agent of the type described provided in clauses (ii) and (iii) of the definition of “Obligations” in Section 1 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereofCreditors, with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement Mortgage pursuant to Section 18 7.12 hereof, to the relevant Pledgor Company or to whomever may be lawfully entitled to receive such surplusas required by applicable law. (b) For purposes of this Agreement (i) “Mortgage "Pro Rata Share” " shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor's Obligations and the denominator of which is the then outstanding amount of all Obligations. (c) If any payment to any Secured Creditor of its Pro Rata Share of any distribution would result in overpayment to such Secured Creditor, such excess amount shall instead be distributed in respect of the unpaid Obligations of the other Secured Creditors, with each Secured Creditor whose Obligations have not been paid in full to receive an amount equal to such excess amount multiplied by a fraction the numerator of which is the unpaid Obligations of such Secured Creditor and the denominator of which is the unpaid Obligations of all Secured Creditors entitled to such distribution. (d) It is understood that the Company shall remain liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the sums referred to in clauses (i) and (ii) of Section 4.4(a).

Application of Proceeds. (a) All moneys collected by The Collateral Agent shall apply the Pledgee upon proceeds of any collection or sale or other disposition of the CollateralCollateral pursuant to this Article V, together with all other moneys received by the Pledgee hereunderincluding any Collateral consisting of cash, shall be applied to the payment of the Obligations as follows: (i) first: FIRST, to the payment of all amounts owing costs and expenses incurred by, and all indemnity and fee obligations owed to, the Pledgee Collateral Agent and the Administrative Agent in connection with such collection or sale or otherwise in connection with, or pursuant to, this Agreement, any other Credit Document or any of the type described Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Credit Document on behalf of any Grantor and any other costs or expenses incurred in clauses (ii) and (iii) connection with the exercise of the definition of “Obligations” in Section 1 hereof; (ii) secondany right or remedy hereunder or under any other Credit Document; SECOND, to the extent proceeds remain after the application pursuant to the preceding clause (i)FIRST, an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e5.02(d) hereof, with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third; THIRD, to the extent proceeds remain after the application pursuant to the preceding clauses (i) FIRST and (ii)SECOND, inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e5.02(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourthand FOURTH, to the extent proceeds remain after the application pursuant to the preceding clauses (i) FIRST through (iii)THIRD, inclusive, and following the termination of the security interests created pursuant to this Agreement pursuant to in accordance with the express provisions of Section 18 7.13(a) hereof, to the relevant Pledgor GRANTOR or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, all principal of, premium, fees and interest on, all Loans and all regularly accruing fees payable under the Credit Agreement and (ii) in the case of the Obligations under or with respect to Interest Rate Protection Agreements and the Other Hedging Agreements, all amounts due under each Interest Rate Protection Agreement or Other Hedging Agreement to a Secured Creditor (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities) and (z) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys Subject to the terms of the Secondary Intercreditor Agreement, all monies collected by the Pledgee upon any sale or other disposition of the CollateralCollateral of each Pledgor, together with all other moneys monies received by the Pledgee hereunderhereunder (except to the extent released in accordance with the applicable provisions of this Agreement or any other Credit Document), shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee of the type described in clauses (ii) and (iii) of the definition of “Obligations” in Section 1 hereof1.1; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as defined below) constituting Credit Document Obligations shall be paid to the Secured Creditors Lenders as provided in Section 9(e9(d) hereof, with each Secured Creditor Lender receiving an amount equal to such outstanding Primary Obligations constituting Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations constituting Credit Document Obligations, its Pro Rata Share (as defined below) of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e9(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount

Application of Proceeds. (a) All moneys Subject to the provisions of the Intercreditor Agreement (to the extent it is operative), all proceeds collected by the Pledgee Collateral Agent upon any sale or other disposition of the Collateralsuch Collateral of each Credit Party, together with all other moneys proceeds received by the Pledgee hereunderCollateral Agent under and in accordance with this Agreement and the other Credit Documents (except to the extent released in accordance with the applicable provisions of this Agreement or any other Credit Document), shall be applied by the Facility Agent to the payment of the Secured Obligations as follows: (i) first, to the payment of all amounts owing to the Pledgee Collateral Agent or any other Agent of the type described in clauses (iiiii) and (iiiiv) of the definition of “Secured Obligations” in Section 1 hereof;”; ​ (56) ​ ​ ​ (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Credit Document Obligations shall be paid to the Secured Lender Creditors as provided in Section 9(e4.05(d) hereof, with each Secured Lender Creditor receiving an amount equal to such outstanding Primary Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Primary Credit Document Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Other Obligations shall be paid to the Secured Other Creditors as provided in Section 9(e4.05(d) hereof, with each Secured Other Creditor receiving an amount equal to its such outstanding Secondary Other Obligations or, if the proceeds are insufficient to pay in full all such Secondary Other Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereofAgreement, the Credit Documents, the Interest Rate Protection Agreements and the Other Hedging Agreements in accordance with their terms, to the relevant Pledgor Credit Party or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) Agreement, “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Credit Document Obligations or Other Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Credit Document Obligations or Other Obligations, as the case may be.

Application of Proceeds. (a) All moneys collected by Subject to any Intercreditor Agreement then in effect, the Pledgee Collateral Agent shall upon any exercise of remedies hereunder or under any Security Document apply the proceeds of any collection or sale or other disposition of the Collateral, together with all other moneys moneys, in each case received by the Pledgee hereunderAdministrative Agent, shall the Revolving Agent, the Collateral Agent or Issuing Bank hereunder (or, to the extent any Security Document executed by a Loan Party requires proceeds of collateral thereunder to be applied to in accordance with the payment provisions of this Agreement), including any Collateral consisting of cash, in the Obligations as followsfollowing order of priority: (i) first, to the payment of all amounts owing to the Pledgee Collateral Agent, the Revolving Agent or the Administrative Agent pursuant to any of the type described Loan Documents in clauses its capacity as such in respect of (iix) and the preservation of Collateral or its security interest in the Collateral or (iiiy) with respect to enforcing the rights of the definition of “Obligations” in Section 1 hereofSecured Parties under the Loan Documents; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to all other amounts owing to the outstanding Primary Obligations shall be paid Administrative Agent, the Revolving Agent, Collateral Agent or Issuing Bank pursuant to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share any of the amount remaining to be distributedLoan Documents in its capacity as such; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the other outstanding Secondary Obligations Loans and Obligations, in each case then due and payable (in each case, other than, for the avoidance of doubt, contingent indemnification or reimbursement obligations to the extent no claim giving rise thereto has been asserted) shall be paid to the Secured Creditors Parties as provided in Section 9(eclause (d) hereofbelow, with each Secured Creditor secured party receiving an amount equal to its outstanding Secondary Obligations as described above or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share pro rata share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination payment in full in cash of this Agreement pursuant to Section 18 hereofall Obligations, to the relevant Pledgor Loan Party, their successors and assigns, or to whomever as a court of competent jurisdiction may be lawfully entitled to receive such surplusotherwise direct. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount

Application of Proceeds. (a) All Subject to the terms of the Intercreditor Agreement, all moneys and other property and assets collected or received by the Pledgee Administrative Agent, the Collateral Agent or any other Secured Creditor (or, to the extent the Pledge Agreement, any other Security Document or the Subsidiaries Guaranty requires proceeds of collateral or other amounts received under such other Credit Document to be applied in accordance with the provisions of this Agreement, the pledgee or collateral agent or other agent under such other Credit Document) (x) upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee hereunderCollateral Agent hereunder and by the Administrative Agent or the Collateral Agent under the other Credit Documents, in each case, as a result of the exercise of remedies hereunder or thereunder, as the case may be, (y) after the acceleration of the Credit Document Obligations pursuant to the Credit Agreement or (z) upon any distribution in connection with any insolvency or liquidation proceeding or any other case, proceeding or other action of the type described in Section 11.05 of the Credit Agreement (the amounts described in preceding clauses (x), (y) and (z) are referred to herein as a “Distribution”), shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent or Administrative Agent of the type described in clauses (ii) iii), (iv), (v), and (iiivi) of the definition of “Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid payment of all amounts owing to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share any Indemnified Person of the amount remaining to be distributedtype described in clauses (v) of the definition of “Obligations”; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Primary Obligations Table of Contents shall be paid to the Secured Creditors as provided in Section 6.4(e) hereof, with each such Secured Creditor receiving an amount equal to its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e6.4(e) hereof, with each such Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and; (ivv) fourthfifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iiiiv), inclusive, and following the termination of this Agreement pursuant to Section 18 9.8(a) hereof, to the relevant Pledgor Grantor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction, the numerator of which is the then unpaid amount of such Secured Creditor’s relevant Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all relevant Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, all principal of, premium, fees and interest on, all Loans and (ii) in the case of the Other Obligations, all amounts due under each Secured Hedging Agreement and each Secured Cash Management Agreement (in each case other than indemnities, fees (including attorneys’ fees) and similar obligations and liabilities) and (z) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys collected Subject to the terms of the Intercreditor Agreement, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, all proceeds received by the Pledgee Term Collateral Agent (or, to the extent any other Collateral Document requires proceeds of collateral thereunder, which constitutes Term Priority Collateral, to be applied in accordance with the provisions of this Agreement, the pledgee, assignee, mortgagee or other corresponding party under such other Collateral Document) upon any sale sale, any collection from, or other disposition of realization upon all or any part of, the CollateralCollateral (whether or not expressly characterized as such), or in any Insolvency Proceeding, together with all other moneys received by the Pledgee hereunderTerm Collateral Agent hereunder (or, to the extent any other Collateral Document requires proceeds of collateral thereunder, which constitutes Collateral, to be applied in accordance with the provisions of this Agreement, the pledgee, assignee, mortgagee or other corresponding party under such other Collateral Document) with respect thereto, shall be applied to in full or in part by the payment Term Collateral Agent against the Secured Obligations in the following order of the Obligations as followspriority: (i) first, to the payment of all amounts owing to the Pledgee Term Collateral Agent of the type described in clauses (ii) and (iii) of the definition of “Secured Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to all amounts (including Expenses) owing to the outstanding Primary Obligations shall be paid to the Secured Creditors Term Administrative Agent in its capacity as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributedsuch; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Secured Obligations shall be paid to the Term Secured Creditors Parties as provided in Section 9(e) hereof7.2(c), with each such Term Secured Creditor Party receiving an amount equal to its outstanding Secondary Secured Obligations or, if the proceeds are insufficient to pay in full all such Secondary Secured Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 10 hereof, to the relevant Pledgor Grantor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount

Application of Proceeds. (a) All moneys collected by the Collateral Agent (or, to the extent the Pledge Agreement, the Mortgages or Additional Security Documents require proceeds of collateral under such Security Documents to be applied in accordance with the provisions of this Agreement, the Pledgee or Mortgagee under such other Security Document) upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee Collateral Agent hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing the Pledgee Collateral Agent of the type described provided in clauses (iiiv) and (iiiv) of the definition of “Obligations” in Section 1 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as defined below) shall be paid to the Secured Creditors as provided in Section 9(e7.4(e) hereof, with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share (as defined below) of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations (as defined below) shall be paid to the Secured Creditors as provided in Section 9(e7.4(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i), (ii) through and (iii), inclusive, ) and following the termination of this Agreement pursuant to Section 18 10.8 hereof, to the relevant Pledgor Assignor or, to the extent directed by such Assignor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “"Pro Rata Share” " shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor's Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) "Primary Obligations" shall mean (i) in the case of the Credit Document Obligations, all principal of, and interest on, all Loans, all Unpaid Drawings theretofore made (together with all interest accrued thereon), and the aggregate Stated Amounts of all Letters of Credit issued under the Credit Agreement, and all Fees, (ii) in the case of Poth ▇▇▇igations, all principal of and interest on the Poth ▇▇▇n and all fees payable in respect thereof and (iii) in the case of the Other Obligations, all amounts due under the Interest Rate Protection Agreements or Other Hedging Agreements (other than indemnities, fees (including, without limitation, attorneys' fees) and similar obligations and liabilities) and (z) "Secondary Obligations" shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys collected by the Pledgee upon any sale or other disposition of the CollateralCollateral pursuant to the terms of this Agreement, together with all other moneys received by the Pledgee hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing the Pledgee of the type described provided in clauses (iiiii) and (iiiiv) of the definition of “Obligations” in Section 1 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e9(b) hereof, hereof with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share (as defined below) of the amount remaining to be distributed;; and (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor Borrower or, to the extent directed by the Borrower or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “Agreement, "Pro Rata Share” " shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor's Obligations and the denominator of which is the then outstanding amount of all Obligations. For purposes of determining the proportionate amounts of all Obligations sharing in any such Pro Rata Share, (i) the amount of the outstanding Credit Document Obligations shall be deemed to be the sum of the principal amount of all Revolving Credit Notes outstanding under the Credit Agreement, together with any breakage fees relating thereto and all accrued and unpaid interest with respect thereto, the principal amount of unpaid draws on the Letters of Credit, and the Outstanding Letter of Credit Exposure but excluding any fees, indemnities or other expenses the payment of which is required by the Credit Agreement, and (ii) the amount of the outstanding Senior Note Obligations shall be deemed to be the sum of the principal amount of all Senior Notes outstanding under the Note Purchase Agreement, together with any make-whole amount relating thereto and all accrued and unpaid interest with respect thereto, but excluding any fees, indemnities or other expenses the payment of which is required by the Note Purchase Agreement. Any Pro Rata Share of proceeds applied pursuant to this Section 9 shall be applied, first, to accrued and unpaid interest, and, second, to the outstanding principal amount of the Obligations, any Letter of Credit Collateral Obligations and any make-whole amount relating thereto. For the purposes of this Section 9(b), any reduction in the Outstanding Letter of Credit Exposure shall, to the extent of such reduction be deemed to be a payment received by the Bank Lenders issuing such Letter of Credit with respect to Obligations on the date of such reduction, and any amounts previously paid to such Bank Lender due to the inclusion of such amount in the fraction for determining such Bank Lenders "Pro Rata Share" shall be refunded by such Bank Lender and redistributed in accordance with the provisions of subsection of (a) above. If any amounts have been deposited with Administrative Agent as collateral for Letters of Credit in accordance with Section 8.4 of the Credit Agreement, then at such time as the amount of the Outstanding Letters of Credit Exposure is reduced below the amount of the collateral held by the Administrative Agent, such excess amount so held by the Administrative Agent shall be distributed as provided in subsection (a) above.

Application of Proceeds. (a) All moneys collected property and assets received by the Pledgee Administrative Agent or any other Secured Party any (x) upon any sale or other disposition of the CollateralCollateral or any portion thereof or any other enforcement of remedies under the Security Documents, together (y) after the acceleration of the Loans pursuant to Section 7.01 and (z) upon any distribution in connection with all any Insolvency or Liquidation Proceeding with respect to the Company or any other moneys received by Loan Party (the Pledgee hereunderamounts described in clauses (x) and (y) are referred to herein as “Distribution”), shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee of Administrative Agent in order to preserve the type described Collateral or any security interest in clauses (ii) and (iii) of the definition of “Obligations” in Section 1 hereofCollateral; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid payment of all amounts owing to the Secured Creditors as provided Agents in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share respect of the amount remaining to be distributedexpense reimbursement or indemnification obligations; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Primary Obligations which are Revolving Facility Obligations shall be paid to the Secured Creditors Parties as provided in Section 9(e7.02(e) hereofhereof until such Revolving Facility Obligations are paid in full in cash, with each Secured Creditor Party receiving an amount equal to its outstanding Secondary Primary Obligations which are Revolving Facility Obligations or, if the proceeds are insufficient to pay in full all such Secondary Primary Obligations which are Revolving Facility Obligations, its Pro Rata Share of the amount remaining to be distributed; and; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations which are Revolving Facility Obligations shall be paid to the Secured Parties as provided in Section 7.02(e) hereof until such Revolving Facility Obligations are paid in full in cash, with each Secured Party receiving an amount equal to its outstanding Secondary Obligations which are Revolving Facility Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations which are Revolving Facility Obligations, its Pro Rata Share of the amount remaining to be distributed; (v) fifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (iv), an amount equal to the outstanding Primary Obligations (other than Revolving Facility Obligations) shall be paid to the Secured Party as provided in Section 7.02(e) hereof until such Secured Obligations are paid in full in cash, with each Secured Party receiving an amount equal to its outstanding Primary Obligations which are Secured Obligations (other than Revolving Facility Obligations) or, if the proceeds are insufficient to pay in full all such Primary Obligations which are Secured Obligations (other than Revolving Facility Obligations), its Pro Rata Share of the amount remaining to be distributed; (vi) sixth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (v), inclusive, an amount equal to the outstanding Secondary Obligations which are Secured Obligations (other than Revolving Facility Obligations) shall be paid to the Secured Parties as provided in Section 7.02(e) hereof until such Secured Obligations are paid in full in cash, with each Secured Party receiving an amount equal to its outstanding Secondary Obligations which are Secured Obligations (other than Revolving Facility Obligations) or, if the proceeds are insufficient to pay in full all such Secondary Obligations (other than Revolving Facility Obligations), its Pro Rata Share of the amount remaining to be distributed; and (vii) seventh, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (vi), inclusive, and following the termination of this Agreement pursuant to Section 18 hereofTermination Date, to the relevant Pledgor Loan Party or to whomever may be lawfully entitled to receive such surplus; provided, that notwithstanding anything to the contrary in this Agreement, in no circumstances shall proceeds of Collateral constituting an asset of a Loan Party that is not a Qualified ECP Guarantor be applied towards the payment of any Secured Obligations of the kind described in clause (b) of the definition thereof. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured CreditorParty’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Party’s relevant Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all relevant Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Loan Document Obligations, all principal of, premium, fees and interest on (including, for

Application of Proceeds. (a) All moneys collected by Subject to the Pledgee upon any sale or other disposition terms of the CollateralIntercreditor Agreement, together with the Collateral Agent may apply all other moneys received by or any part of Proceeds constituting Collateral and any proceeds of the Pledgee hereunderguarantee set forth in Section 2, in payment of the Obligations, and shall make any such application in the following order: First, to pay incurred and unpaid reasonable, out-of-pocket fees and expenses of the Collateral Agent and the Trustee under the Indenture, the Notes and the Security Documents and of any Additional Pari Passu Agent under any Additional Pari Passu Debt Documents; Second, to (x) the Trustee, based on the amount of Obligations then outstanding under the Indenture and the Notes, for application as provided in the Indenture and (y) each Additional Pari Passu Agent, based on the amount of Obligations then outstanding under the Additional Pari Passu Agreement pursuant to which it is acting as such, for application as provided in such Additional Pari Passu Agreement; Third, any balance of such Proceeds remaining after the Obligations shall have been paid in full, shall be applied paid over to the Issuer or to whomsoever shall be lawfully entitled to receive the same. If, despite the provisions of this Section 6.6(a), any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Obligations as follows:to which it is then entitled in accordance with this Section 6.6(a), such Secured Party shall hold such payment or recovery in trust for the benefit of all Secured Parties for distribution in accordance with this Section 6.6(a). (b) Notwithstanding the foregoing, in the event of any determination by a court of competent jurisdiction with respect to any series of Additional Pari Passu Lien Obligations (other than any Notes Obligations) that (i) firstsuch series of Additional Pari Passu Lien Obligations is unenforceable under applicable law or is subordinated to any other obligations (other than another series of Obligations), to the payment of all amounts owing the Pledgee of the type described in clauses (ii) and such series of Additional Pari Passu Lien Obligations does not have an enforceable security interest in any of the Collateral and/or (iii) any intervening security interest exists securing any other obligations (other than another series of the definition of “Obligations” in Section 1 hereof; (ii) second, on a basis ranking prior to the extent proceeds remain after the application pursuant security interest of such series of Additional Pari Passu Lien Obligations but junior to the preceding security interest of any other series of Obligations (any such condition referred to in the foregoing clause (i), (ii) or (iii) with respect to any series of Additional Pari Passu Lien Obligations, an amount equal “Impairment” of such series of Additional Pari Passu Lien Obligations), the results of such Impairment shall be borne solely by the holders of such series of Additional Pari Passu Lien Obligations, and the rights of the holders of such series of Additional Pari Passu Lien Obligations (including, without limitation, the right to receive distributions in respect of such series of Additional Pari Passu Lien Obligations) set forth herein shall be modified to the outstanding Primary extent necessary so that the effects of such Impairment are borne solely by the holders of such series of Pari Passu Lien Obligations subject to such Impairment. Notwithstanding the foregoing, with respect to any Collateral for which a third party (other than a holder of another series of Obligations) has a Lien or security interest that is junior in priority to the security interest of any series of Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of the holder of any other series of Obligations (such third party, an “Intervening Creditor”), the value of any Collateral or proceeds which are allocated to such Intervening Creditor shall be paid deducted on a ratable basis solely from the Collateral or proceeds to be distributed in respect of the series of Obligations with respect to which such Impairment exists. (c) Each of the Secured Creditors Parties hereby agrees not to challenge or question in any proceeding the validity or enforceability of any Security Document (in each case as a whole or any term or provision contained therein) or the validity of any Lien or financing statement in favor of the Collateral Agent for the benefit of the Secured Parties as provided in this Agreement and the other Security Documents, or the relative priority of any such Lien. In making the determination and allocations required by this Section 9(e) hereof6.6, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses Collateral Agent may conclusively rely upon information supplied by (i) the Trustee as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Notes Obligations and (ii), an amount equal ) the applicable Additional Pari Passu Agent as to the amounts of unpaid principal and interest and other amounts outstanding Secondary with respect to such Additional Pari Passu Lien Obligations and the Collateral Agent shall be paid have no liability to any of the Secured Creditors as provided Parties for actions taken in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all reliance on such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplusinformation. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount

Application of Proceeds. (a) All Subject to the Intercreditor Agreement, all moneys collected by the Pledgee Collateral Agent (or, to the extent the Pledge Agreement or any other Security Document requires proceeds of collateral under such other Security Document to be applied in accordance with the provisions of this Agreement, the Pledgee, under, and as defined in, the Pledge Agreement or collateral agent under such other Security Document) upon any sale or other disposition of the CollateralCollateral (or the collateral under the relevant Security Document), in connection with the Collateral Agent’s exercise of remedies following the occurrence and during the continuance of an Event of Default, together with all other moneys received by the Pledgee hereunderCollateral Agent hereunder or under any other Security Document, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent of the type described in clauses (iiiv), (v), (vi) and (iiivii) of the definition of “Obligations” in Section 1 hereof; ”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations which are Credit Document Obligations shall be paid to the Secured Lender Creditors as provided in Section 9(e5.4(e) hereof, with each Secured such Lender Creditor receiving an amount equal to such its outstanding Primary Obligations which are Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; ; (iiiii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations which are Credit Document Obligations shall be paid to the Secured Lender Creditors as provided in Section 9(e5.4(e) hereof, with each Secured such Lender Creditor receiving an amount equal to its outstanding Secondary Obligations which are Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), an amount equal to the outstanding Primary Obligations which are Other Obligations shall be paid to the Other Creditors as provided in Section 5.4(e) hereof, with each such Other Creditor receiving an amount equal to its outstanding Primary Obligations which are Other Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (v) fifth, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (iv), inclusive, an amount equal to the outstanding Secondary Obligations which are Other Obligations shall be paid to the Other Creditors as provided in Section 5.4(e) hereof, with each such Other Creditor receiving an amount equal to its outstanding Secondary Obligations which are Other Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (vi) sixth, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (v), inclusive, and following the termination of this Agreement pursuant to Section 18 8.8(a) hereof, to the relevant Pledgor Assignor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement: (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations owing to the applicable Secured Creditors entitled thereto, as the case may be; (ii) “Primary Obligations” shall mean (x) in the case of the Credit Document Obligations all principal of, premium, fees and interest on, all Loans, all Unpaid Drawings (and all interest thereon), the Stated Amount of (and the obligation to cash collateralize) all outstanding Letters of Credit and all Fees and (y) in the case of the Other Obligations, all amounts due to an Other Creditor under each Secured Hedging Agreement and/or Treasury Services Agreement, as applicable (other than indemnities, fees (including, without limitation, reasonable attorneys’ fees) and similar obligations and liabilities); and (iii) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys collected by the Collateral Agent (or, to the extent the Pledge Agreement or any other Security Document requires proceeds of collateral under such other Security Document to be applied in accordance with the provisions of this Agreement, the Pledgee or collateral agent under such other Security Document) upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee Collateral Agent hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing to the Pledgee Collateral Agent of the type described in clauses (iiiii), (iv) and (iiiv) of the definition of “Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e7.4(e) hereof, with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e7.4(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 10.8(a) hereof, to the relevant Pledgor Assignor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, all principal of, premium, and interest on, all Loans, all Unpaid Drawings, the Stated Amount of all outstanding Letters of Credit and all Fees and (ii) in the case of the Other Obligations, all amounts due under each Secured Hedging Agreement (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities) and (z) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys collected by the Pledgee Collateral Agent upon any sale or other disposition of the any Grantor’s Collateral, together with all other moneys received by the Pledgee Collateral Agent hereunder, shall be applied to by the payment Collateral Agent, at the direction of the Obligations Administrative Agent, as follows: (i) first, to the payment of all amounts owing to the Pledgee Collateral Agent or the Custodian by such Grantor of the type described in clauses (ii), (iii) and (iiiiv) of the definition of “Secured Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid payment of all amounts owing to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to Administrative Agent by such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share Grantor of the amount remaining to be distributedtype described in clause (v) of the definition of “Secured Obligations”; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Primary Obligations of the respective Grantor shall be paid to the Secured Creditors as provided in Section 9(e8.04(e), with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations owed by the respective Grantor or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iv) hereoffourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations of the respective Grantor shall be paid to the Secured Creditors as provided in Section 8.04(e), with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations owed by the respective Grantor or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (ivv) fourthfifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iiiiv), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof10.08, to the relevant Pledgor respective Grantor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amountamount with respect to any Grantor, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, of such Grantor and the denominator of which is the then

Application of Proceeds. (a) All moneys collected by the Collateral Agent (or, to the extent the Pledge Agreement or any other Security Document requires proceeds of collateral under such other Security Document to be applied in accordance with the provisions of this Agreement, the Pledgee or collateral agent under such other Security Document) upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee Collateral Agent hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent of the type described in clauses (iiiii), (iv) and (iiiv) of the definition of “Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid payment of all amounts owing to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share any Agent of the amount remaining to be distributedtype described in clauses (v) and (vi) of the definition of “Obligations”; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 7.4(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e7.4(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (ivv) fourthfifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iiiiv), inclusive, and following the termination of this Agreement pursuant to Section 18 10.8(a) hereof, to the relevant Pledgor Assignor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, all unpaid principal of, premium, if any, fees and interest on, all Loans, all Unpaid Drawings, the Stated Amount of all outstanding Letters of Credit and all Fees and (ii) in the case of the Other Obligations, all amounts due under each Interest Rate Protection Agreement with an Other Creditor (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities) and (z) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a1) All moneys collected Upon the occurrence and during the continuance of an Event of Default with respect to which a Default Notice has been delivered to the Collateral Agent in accordance with Section 12(e) hereof, the proceeds of any sale of, or other realization upon, all or any part of the Collateral and any cash held by the Pledgee upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee hereunder, Collateral Agent shall be applied by the Collateral Agent up to the payment Maximum Permitted Secured Debt Amount, in the following order of the Obligations as followspriorities: (i) first, to the payment of all amounts Obligations owing to the Pledgee Collateral Agent of the type described provided in clauses (iiiii) and (iiiiv) of the definition of “Obligations” in Section 1 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as defined below) of the Pledgor shall be paid to the Secured Creditors Parties as provided in Section 9(e) hereof15(d), with each Secured Creditor Party receiving an amount equal to such its outstanding Primary Obligations of the Pledgor or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share (as defined below) of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Remaining Obligations (as defined below) of the Pledgor shall be paid to the Secured Creditors Parties as provided in Section 9(e) hereof15(d), with each Secured Creditor Party receiving an amount equal to its outstanding Secondary Remaining Obligations of the Pledgor or, if the proceeds are insufficient to pay in full all such Secondary Remaining Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, upon payment of all Remaining Obligations or upon use of all available proceeds to satisfy an amount of the Obligations equal to but not in excess of the Maximum Permitted Secured Debt Amount, to payment to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever its successors or permitted assigns, or as a court of competent jurisdiction may be lawfully entitled to receive direct, of any surplus then remaining from such surplusproceeds. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountAgreement:

Application of Proceeds. (a) All Consistent with the provisions of the various Collateral Documents, it is hereby acknowledged and agreed by the parties hereto that all moneys collected by the Pledgee Collateral Agent upon any sale (i) distribution of any Collateral in the event of any bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other disposition action or proceeding involving the readjustment of the Collateralobligations and indebtedness of Holdings, together the Borrower or any of their Subsidiaries, or the application of any Collateral to the payment thereof, (ii) distribution of the Collateral upon the liquidation or dissolution of Holdings, the Borrower or any of their Subsidiaries, or the winding up of the assets or business of Holdings, the Borrower or any of their Subsidiaries, (iii) realization by any of the Secured Creditors or the Collateral Agent with all other moneys received by respect to the Pledgee hereunder, shall Liens pursuant to the Credit Documents and/or the Senior Secured Notes Documents whether through a Remedial Action or otherwise or (iv) Disposition of any Collateral (to the extent that any part of the proceeds of such Disposition are required to be applied to the payment any of the Obligations or held by the Collateral Agent in accordance with the provisions of any of the Collateral Documents), or otherwise payable under the Collateral Documents, shall, as followsbetween the First Lien Creditors and the Second Lien Creditors, be distributed or paid to (or retained by) the Collateral Agent for application in the following manner: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent of the type described in clauses (iiiv), (v), (vi) and (iiivii) of the definition of “"Obligations” in Section 1 hereof"; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid payment of all amounts owing to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share any Agent of the amount remaining to be distributedtype described in clauses (vi) and (vii) of the definition of "Obligations"; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary First Lien Primary Obligations shall be paid to the Secured First Lien Creditors as provided in Section 9(e3(e) hereof, with each Secured First Lien Creditor receiving an amount equal to its outstanding Secondary First Lien Primary Obligations or, if the proceeds are insufficient to pay in full all such Secondary First Lien Primary Obligations, its First Lien Creditor Pro Rata Share of the amount remaining to be distributed; and; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii) inclusive, an amount equal to the outstanding First Lien Secondary Obligations shall be paid to the First Lien Creditors as provided in Section 3(e) hereof, with each First Lien Creditor receiving an amount equal to its outstanding First Lien Secondary Obligations or, if the proceeds are insufficient to pay in full all such First Lien Secondary Obligations, its First Lien Creditor Pro Rata Share of the amount remaining to be distributed; (v) fifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iv), inclusive, and subject to clause (g) of this Section 3, to the payment of all amounts owing the Senior Secured Notes Trustee in its capacity as such pursuant to the Senior Secured Notes Indenture; (vi) sixth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (v), inclusive, and subject to clause (g) of this Section 3 an amount equal to the outstanding Second Lien Obligations shall be paid to the Second Lien Creditors as provided in Section 3(e) hereof, with each Second Lien Creditor receiving an amount equal to its outstanding Second Lien Obligations or, if the proceeds are insufficient to pay in full all such Second Lien Obligations, its Second Lien Creditor Pro Rata Share of the amount remaining to be distributed; and (vii) seventh, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (vi), inclusive, and following the termination of this Agreement pursuant to Section 18 19 hereof, to the relevant Pledgor respective Credit Party, or to whomever may be lawfully entitled to receive such surplus. (bi) For purposes of this Agreement (i) “Pro Rata Share” Agreement, "FIRST LIEN CREDITOR PRO RATA SHARE" shall mean, when calculating a Secured First Lien Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor's First Lien Primary Obligations or First Lien Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all First Lien Primary Obligations or First Lien Secondary Obligations, as the case may be.

Application of Proceeds. (a) All moneys collected property and assets received by the Pledgee Administrative Agent or any other Secured Party any (x) upon any sale or other disposition of the CollateralCollateral or any portion thereof or any other enforcement of remedies under the Security Documents, together (y) after the acceleration of the Loans pursuant to Section 7.01 and (z) upon any distribution in connection with all any Insolvency or Liquidation Proceeding with respect to the Company or any other moneys received by Loan Party (the Pledgee hereunderamounts described in clauses (x) and (y) are referred to herein as “Distribution”), shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee of Administrative Agent in order to preserve the type described Collateral or any security interest in clauses (ii) and (iii) of the definition of “Obligations” in Section 1 hereofCollateral; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid payment of all amounts owing to the Secured Creditors as provided Agents in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share respect of the amount remaining to be distributedexpense reimbursement or indemnification obligations; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Primary Obligations which are Revolving Facility Obligations shall be paid to the Secured Creditors Parties as provided in Section 9(e7.02(e) hereofhereof until such Revolving Facility Obligations are paid in full in cash, with each Secured Creditor Party receiving an amount equal to its outstanding Secondary Primary Obligations which are Revolving Facility Obligations or, if the proceeds are insufficient to pay in full all such Secondary Primary Obligations which are Revolving Facility Obligations, its Pro Rata Share of the amount remaining to be distributed; and; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations which are Revolving Facility Obligations shall be paid to the Secured Parties as provided in Section 7.02(e) hereof until such Revolving Facility Obligations are paid in full in cash, with each Secured Party receiving an amount equal to its outstanding Secondary Obligations which are Revolving Facility Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations which are Revolving Facility Obligations, its Pro Rata Share of the amount remaining to be distributed; (v) fifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (iv), an amount equal to the outstanding Primary Obligations (other than Revolving Facility Obligations) shall be paid to the Secured Party as provided in Section 7.02(e) hereof until such Secured Obligations are paid in full in cash, with each Secured Party receiving an amount equal to its outstanding Primary Obligations which are Secured Obligations (other than Revolving Facility Obligations) or, if the proceeds are insufficient to pay in full all such Primary Obligations which are Secured Obligations (other than Revolving Facility Obligations), its Pro Rata Share of the amount remaining to be distributed; (vi) sixth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (v), inclusive, an amount equal to the outstanding Secondary Obligations which are Secured Obligations (other than Revolving Facility Obligations) shall be paid to the Secured Parties as provided in Section 7.02(e) hereof until such Secured Obligations are paid in full in cash, with each Secured Party receiving an amount equal to its outstanding Secondary Obligations which are Secured Obligations (other than Revolving Facility Obligations) or, if the proceeds are insufficient to pay in full all such Secondary Obligations (other than Revolving Facility Obligations), its Pro Rata Share of the amount remaining to be distributed; and (vii) seventh, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (vi), inclusive, and following the termination of this Agreement pursuant to Section 18 hereofTermination Date, to the relevant Pledgor Loan Party or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured CreditorParty’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Party’s relevant Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all relevant Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Loan Document Obligations, all principal of, premium, fees and interest on, all Loans, all L/C Disbursements which have not been reimbursed and the undrawn amount of all outstanding Letters of Credit and all Fees and (ii) in the case of the Secured Obligations (other than Loan Document Obligations), all amounts due under each Specified Hedge Agreement or Cash Management Obligation (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities) and (z) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys collected by the Pledgee upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee hereunder, shall be applied Subject to the payment Intercreditor Agreements, the Collateral Agent shall apply the proceeds of the Obligations any collection or sale of Collateral pursuant to this Article V, including any Collateral consisting of cash, as follows: (i) first, to the payment of all amounts owing costs and expenses incurred by, and all indemnity and fee obligations owed to, the Pledgee Collateral Agent and the Administrative Agent in connection with such collection or sale or otherwise in connection with, or pursuant to, this Agreement, any other Credit Document or any of the type described Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Credit Document on behalf of any Grantor and any other costs or expenses incurred in clauses (ii) and (iii) connection with the exercise of the definition of “Obligations” in Section 1 hereofany right or remedy hereunder or under any other Credit Document; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e5.02(d) hereof, with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e5.02(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of the security interests created pursuant to this Agreement pursuant to in accordance with the express provisions of Section 18 7.13(a) hereof, to the relevant Pledgor Grantor or to whomever may be lawfully entitled to receive such surplus. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to Excluded Swap Obligations of such Guarantor. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, all principal of, premium, fees and interest on, all Loans and all Fees and (ii) in the case of the Other Obligations, all amounts due under each Secured Hedging Agreement (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities) and (z) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys collected Upon the occurrence and during the continuance of an Event of Default with respect to which a Default Notice has been delivered to the Collateral Agent in accordance with Section 10(c) hereof, the proceeds of any sale of, or other realization upon, all or any part of the Collateral and any cash held by the Pledgee upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee hereunder, Collateral Agent shall be applied to by the payment Collateral Agent in the following order of the Obligations as follows: (i) priorities: first, to the payment of all amounts Obligations owing to the Pledgee Collateral Agent of the type described provided in clauses (iiiii) and (iiiiv) of the definition of “Obligations” in Section 1 hereof; (ii) ; second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as defined below) of the Pledgor shall be paid to the Secured Creditors Parties as provided in Section 9(e) hereof13(d), with each Secured Creditor Party receiving an amount equal to such its outstanding Primary Obligations of the Pledgor or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share (as defined below) of the amount remaining to be distributed; (iii) ; third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Remaining Obligations of the Pledgor shall be paid to the Secured Creditors Parties as provided in Section 9(e) hereof13(d), with each Secured Creditor Party receiving an amount equal to its outstanding Secondary Remaining Obligations of the Pledgor or, if the proceeds are insufficient to pay in full all such Secondary Remaining Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourthand finally, upon payment of all Remaining Obligations, to the extent proceeds remain after the application pursuant payment to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever its successors or assigns, or as a court of competent jurisdiction may be lawfully entitled to receive direct, of any surplus then remaining from such surplusproceeds. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountAgreement:

Application of Proceeds. (a) All moneys collected by the Pledgee upon any sale Sale or other disposition of all or any part of the CollateralCollateral pursuant to the terms of this Agreement, together with all other moneys from time to time received by the Pledgee hereunder, shall be applied to the payment of the Obligations as follows: (i) firstFIRST, to the payment of all amounts of the Obligations owing to the Pledgee of the type described in clauses CLAUSES (iic) and (iiid) of the definition of “Obligations” in Section SECTION 1 hereof;, (ii) secondSECOND, to the extent proceeds remain after the application pursuant to the preceding clause CLAUSE (i), an amount equal to the outstanding Primary Loan Document Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereofCreditors, with each Secured Creditor receiving an amount equal to such its outstanding Primary Loan Document Obligations or, if the proceeds are insufficient to pay in full all of such Primary Loan Document Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) thirdTHIRD, to the extent proceeds remain after the application pursuant to the preceding clauses CLAUSES (i) and (ii), an amount equal to the outstanding Secondary Other Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereofCreditors, with each Secured Creditor receiving an amount equal to its outstanding Secondary Other Obligations or, if the proceeds are insufficient to pay in full all of such Secondary Other Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourthFOURTH, to the extent proceeds remain after the application pursuant to the preceding clauses CLAUSES (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 SECTION 19 hereof, to the relevant Pledgor or to whomever whomsoever else may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “Pro Rata Share” Agreement, the term "PRO RATA SHARE" shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor's Loan Document Obligations or Other Obligations, as the case may be, and the denominator of which is the then outstanding aggregate amount of all Loan Document Obligations or Other Obligations, as the case may be.

Application of Proceeds. (a) All moneys collected by the Pledgee upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee of the type described in clauses (ii) and (iii) of the definition of “Obligations” in Section 1 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (ii) “Primary Obligations” shall mean (A) in the case of the Loan Document Obligations (as defined in the Subsidiary Guaranty), all principal of, and interest on, all Loans, all Unpaid Drawings theretofore made (together with all interest accrued thereon), and the aggregate Stated Amounts of all Letters of Credit issued (or deemed issued) under the Credit Agreement, and all fees and (B) in the case of the Other Obligations (as defined in the Subsidiary Guaranty), all amounts due under the Interest Rate Protection or Other Hedging Agreements (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities) and (iii) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys monies collected by the Pledgee upon any sale or other disposition of the CollateralCollateral of each Pledgor and any other collateral under any other Security Document (including, without limitation, the Vessel Mortgage, Assignments of Earnings, Assignments of Insurance, together with all other moneys monies received by the Pledgee hereunderhereunder and under any other Security Document (except to the extent released in accordance with the applicable provisions of this Agreement or any other Credit Document)), shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee of the type described in clauses (iiiii) and (iiiiv) of the definition of “Obligations” in Section 1 hereof1.1; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as defined below) constituting Credit Document Obligations shall be paid to the Secured Creditors Lenders as provided in Section 9(e9(d) hereof, with each Secured Creditor Lender receiving an amount equal to such outstanding Primary Obligations constituting Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations constituting Credit Document Obligations, its Pro Rata Share (as defined below) of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Primary Obligations constituting Other Obligations shall be paid to the Other Creditors as provided in Section 9(d) hereof, with each Other Creditor receiving an amount equal to such outstanding Primary Obligations constituting Other Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations constituting Other Obligations, its Pro Rata Share of the amount remaining to be distributed; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e9(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (ivv) fourthfifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iiiiv), inclusive, and following the termination of this Agreement pursuant to Section 18 20 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, all principal of, and interest on, all Loans and all fees, costs and expenses incurred under the Credit Agreement with respect thereto and (ii) in the case of the Other Obligations, all amounts due under such Hedging Agreements (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities) and (z) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys Subject to the applicability of Section 6.01 of the Mortgages, all monies collected by the Pledgee Collateral Agent upon any sale or other disposition of the any Collateral, together with all other moneys monies received by the Pledgee hereunderCollateral Agent hereunder or under any of the other Security Documents, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent of the type described in clauses (ii) and (iii) of the definition of “Obligations” in Section 1 hereof1.01; (ii) second, to the extent proceeds monies remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof10(c), with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations held by it or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share (as defined below) of the amount remaining to be distributed;; and (iii) third, to the extent proceeds monies remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof13, any surplus then remaining shall be paid to the Assignors, subject, however, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplusrights of the holder of any then existing Lien of which the Collateral Agent has actual notice (without investigation). (b) For purposes of this Agreement (i) “"Pro Rata Share” " shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amountamount in respect of any Obligations, that amountthe amount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Obligations owing to or held by such Secured Creditor and the denominator of which is the then outstanding amount of all such Obligations. For purposes of determining the amount payable to each Secured Creditor, the Collateral Agent shall be entitled to request each Secured Creditor to furnish it with written notice of the amount of Obligations then owed to it and shall be entitled to rely upon the amounts stated therein in making such distributions.

Application of Proceeds. (a) All Subject to the terms of the Intercreditor Agreement, all moneys and other property and assets collected or received by the Pledgee Administrative Agent, the Collateral Agent or any other Secured Creditor (or, to the extent the Pledge Agreement, any other Security Document or the Subsidiaries Guaranty requires proceeds of collateral or other amounts received under such other Credit Document to be applied in accordance with the provisions of this Agreement, the pledgee or collateral agent or other agent under such other Credit Document) (x) upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee hereunderCollateral Agent hereunder and by the Administrative Agent or the Collateral Agent under the other Credit Documents, in each case, as a result of the exercise of remedies hereunder or thereunder, as the case may be, (y) after the acceleration of the Credit Document Obligations pursuant to the Credit Agreement or (z) upon any distribution in connection with any insolvency or liquidation proceeding or any other case, proceeding or other action of the type described in Section 11.05 of the Credit Agreement (the amounts described in preceding clauses (x), (y) and (z) are referred to herein as a “Distribution”), shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent or Administrative Agent of the type described in clauses (ii) iii), (iv), (v), and (iiivi) of the definition of “Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid payment of all amounts owing to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share any Indemnified Person of the amount remaining to be distributedtype described in clauses (v) of the definition of “Obligations”; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 6.4(e) hereof, with each such Secured Creditor receiving an amount equal to its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; Table of Contents (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e6.4(e) hereof, with each such Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and; (ivv) fourthfifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iiiiv), inclusive, and following the termination of this Agreement pursuant to Section 18 9.8(a) hereof, to the relevant Pledgor Grantor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction, the numerator of which is the then unpaid amount of such Secured Creditor’s relevant Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all relevant Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, all principal of, premium, fees and interest on, all Loans and (ii) in the case of the Other Obligations, all amounts due under each Secured Hedging Agreement and each Secured Cash Management Agreement (in each case other than indemnities, fees (including attorneys’ fees) and similar obligations and liabilities) and (z) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys collected by the Pledgee Administrative Agent, the Security Agent or any other Secured Creditor (x) upon any sale or other disposition of the CollateralCollateral or any portion thereof or any other enforcement of remedies under the Security Documents, (y) after acceleration of the Loans pursuant to Section 11.01 and (z) upon any distribution in connection with an insolvency or liquidation proceeding with respect to any Obligor, together with all other moneys received by the Pledgee Security Agent hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Security Agent, each Co-Collateral Agent and the Administrative Agent of the type described in clauses (iiiv), (v) and (iiivi) of the definition of “Secured Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid payment of all amounts owing to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share any Agent of the amount remaining to be distributedtype described in clauses (v) and (vi) of the definition of “Secured Obligations”; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 11.02(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e11.02(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and; (ivv) fourthfifth, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (iv), inclusive, an amount equal to the outstanding Tertiary Obligations shall be paid to the Secured Parties as provided in Section 11.02(e), with each Secured Party receiving an amount equal to its outstanding Tertiary Obligations or, if the proceeds are insufficient to pay in full all such Tertiary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (vi) sixth, to the extent proceeds remain after application pursuant to the preceding clauses (i) through (iiiv), inclusive, and following the termination of this Agreement pursuant to Section 18 hereofTermination Date, to the relevant Pledgor Obligor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations, Secondary Obligations or Tertiary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations, Secondary Obligations or Tertiary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, all principal of, premium, fees and interest on, all Loans, all Unpaid Drawings, the Stated Amount of all outstanding Letters of Credit and all Fees and (ii) in the case of the Hedging Obligations and Cash Management Obligations, all amounts due under each Secured Hedging Agreement that

Application of Proceeds. (a) All moneys collected To the fullest extent permitted by law, the proceeds of any sale of, and the Rents and other amounts generated by the Pledgee upon any sale holding, leasing, management, operation or other disposition use of, each item of the Collateral, together with all other moneys received by Property pursuant to this Deed to Secure Debt (the Pledgee hereunder, "Trust Property Proceeds") shall be applied to by the payment of Grantee (or the Obligations receiver, if one is appointed) as follows: (i) first, to the payment of all amounts Obligations owing to the Pledgee Grantee of the type described in clauses (iiv), (vi) and (iiivii) of the definition of “Obligations” in Section 1 hereofObligations herein; (ii) second, to the extent proceeds Trust Property Proceeds of Property remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Property shall be paid to the Secured Creditors in the manner provided below as provided in Section 9(e) hereoftheir interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such outstanding Primary Obligations item of Property or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount so remaining to be distributed;, with any such amount to be applied in the case of the Credit Document Obligations, the Existing Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, Existing Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, Existing Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, Existing Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; and (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal ) to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations Grantor or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after directed by the application pursuant to the preceding clauses (i) through (iii)Grantor or a court of competent jurisdiction, inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “Agreement, "Pro Rata Share” " shall mean, mean when calculating a Secured Creditor’s 's portion of any distribution or amountamount pursuant to clause (a) above, that amountthe amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding amount of the relevant Obligations secured by the relevant item of Property owed such Secured Creditor and the denominator of which is the then outstanding amount of all relevant Obligations secured by the relevant item of Property.

Application of Proceeds. (a) All moneys collected by the Pledgee Collateral Agent (or, to the extent any Mortgage or any other Security Document requires proceeds of collateral under such other Security Document to be applied in accordance with the provisions of this Agreement, the Collateral Agent or other agent under such other Security Document) upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee Collateral Agent hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent of the type described in clauses (iiiii), (iv) and (iiiv) of the definition of “Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid payment of all amounts owing to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share Administrative Agent of the amount remaining to be distributedtype described in clauses (v) and (vi) of the definition of “Obligations”; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 7.4(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e7.4(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (ivv) fourthfifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iiiiv), inclusive, and following the termination of this Agreement pursuant to Section 18 10.8(a) hereof, to the relevant Pledgor Assignor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, all principal of, premium, fees and interest on, all Loans, all Unpaid Drawings, the Stated Amount of all outstanding Letters of Credit and all Fees and (ii) in the case of the Other Obligations, all amounts due under each Secured Hedging Agreement (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities) and (z) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys Subject to the DIP Order (including the Priority Waterfall), all monies collected by the Pledgee Administrative Agent (whether received from the Collateral Agent or otherwise) upon any sale or other disposition of the CollateralCollateral of each Loan Party, together with all other moneys monies received by the Pledgee hereunderAdministrative Agent (whether received from the Collateral Agent or otherwise) under and in accordance with this Agreement and the other Loan Documents (including, without limitation, as a result of any distribution in respect of the Collateral in any bankruptcy, insolvency or similar proceeding) (except to the extent released in accordance with the applicable provisions of this Agreement or any other Loan Document), shall be applied to the payment of the Obligations as follows: (i) first, an amount equal to the payment of all amounts outstanding Obligations owing to the Pledgee of Agents constituting (A) indemnities and expenses due and payable under this Agreement and the type described in clauses other Loan Documents (iiincluding fees, charges and disbursements or counsel to the Agents) and (iiiB) of the definition of “Obligations” in Section 1 hereoffees due and payable under the Fee Letter; (ii) second, an amount equal to the outstanding Obligations shall be paid to the Lenders as provided in Section 4.08(d) hereof, with each Lender receiving an amount equal to the outstanding Obligations owing to such Lender or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iii) third, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereofand the Loan Documents in accordance with their terms, to the relevant Pledgor Loan Party or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) Agreement, “Pro Rata Share” shall mean, when calculating a Secured CreditorLender’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Lender’s Obligations and the denominator of which is the then outstanding amount of all Obligations.

Application of Proceeds. Insurance proceeds to be used for Work, which proceeds are equal to or greater than Five Hundred Thousand Dollars ($500,000) (the "Insurance Proceeds Threshold Amount") on a per occurrence or claim basis, initially shall be paid to GMAC, and shall be paid out by GMAC to Borrowers from time to time as the Work progresses, subject to the following conditions: (a) All moneys collected prior to the commencement thereof (other than Work to be performed on an emergency basis to protect the Mortgaged Property or prevent interference therewith), an architect or engineer, reasonably approved by the Pledgee upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee hereunderGMAC, shall be applied to retained by Borrowers (at Borrowers' expense) and charged with the payment supervision of the Obligations as follows: Work; (b) each request for payment by Borrower shall be made on ten (10) days prior notice to GMAC and shall be accompanied by a certificate by an executive officer of Borrowers, stating that: (i) first, to the payment of all amounts owing the Pledgee of the type described Work completed has been completed in clauses substantial compliance with the plans and specifications therefor; (ii) the sum requested is justly required to reimburse Borrowers for payments by Borrowers to, or is justly due to, the contractor, subcontractors, materialmen, laborers, engineers, architects or other persons rendering services or materials for the Work; and (iii) when added to all sums previously paid out by Borrower, the sum requested does not exceed the value of the definition Work completed to the date of “Obligations” such certificate; (c) the amount of insurance proceeds remaining in Section 1 hereof; the hands of GMAC or remaining to be disbursed by the applicable insurance company, plus any further reserves agreed to be maintained by Borrower in conformity with GAAP in connection with the Work, will in GMAC's reasonable judgment be sufficient to complete the Work; (d) each request shall be accompanied by certification by an executive officer of Borrowers or copies of waivers of Lien reasonably satisfactory in form and substance to GMAC covering that part of the Work for which payment or reimbursement is being requested; provided, however, that in the event it is customary practice not to grant such waivers prior to the making of such payments, Borrower shall have obtained affidavits from the parties requesting such payment (i) stating the amount then due and (ii) secondpromising the delivery of the waiver upon the making of the payment; (e) an Event of Default has not occurred and is not continuing since the hazard, casualty or contingency giving rise to payment of the insurance proceeds occurred; (f) in the case of the request for the final disbursement, such request is accompanied by a copy of any certificates of occupancy or other certificate required by any legal requirement to render occupancy of the damaged portion of the Mortgaged Property lawful; and (g) if, in GMAC's reasonable judgment, the amount of such insurance proceeds will not be sufficient to complete the Work (which determination may be made prior to or from time to time during the performance of the Work), Borrowers shall maintain adequate reserves in conformity with GAAP equal to an amount of money which when added to such insurance proceeds will be sufficient, in GMAC's reasonable judgment, to complete the extent Work. Insurance proceeds remain after to be used for Work, which proceeds are less than the application pursuant to the preceding clause (i)Insurance Proceeds Threshold Amount on a per occurrence or claim basis, an amount equal to the outstanding Primary Obligations initially shall be paid to the Secured Creditors as provided Borrowers and shall be used by Borrowers to perform such Work in accordance with its certificate delivered pursuant to Section 9(e) hereof5.07, with each Secured Creditor receiving an amount equal any excess thereof used to such outstanding Primary Obligations orrepay the Borrowers' Liabilities in accordance with Section 5.07. In the event Borrowers elect to restore, if repair, replace or rebuild the proceeds are insufficient Mortgaged Property and subsequently fail to pay in full all such Primary Obligations, its Pro Rata Share comply with any of the amount conditions set forth herein to disbursement of insurance proceeds, any proceeds remaining to be distributed; (iii) thirddisbursed, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii)whether held by Borrowers, GMAC or an amount equal to the outstanding Secondary Obligations insurance company, shall be paid to GMAC and, at its option, applied to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share balance of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplusBorrowers' Liabilities. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount

Application of Proceeds. (a) All moneys collected by the Pledgee upon any sale or other disposition of the CollateralCollateral of each Pledgor, together with all other moneys received by the Pledgee hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing to the Pledgee and the Secured Creditors of the type described provided in clauses (iiv) and (iiivi) of the definition of “Obligations” Obligations in Section 1 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as defined in Section 9(b) below) shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations of such Pledgor or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share (as hereinafter defined) of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations (as defined in Section 9(b) below) shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations of such Pledgor or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Credit Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, all Obligations arising out of or in connection with (including, without limitation, as obligor or guarantor, as the case may be) the principal of, and interest on, all Loans, all unreimbursed drawings or payments in respect of any letters of credit (together with all interest accrued thereon), and the aggregate stated amounts of all letters of credit issued under the Credit Agreement, and all regularly accruing fees, (ii) in the case of the Senior Note Obligations, all Obligations secured hereby arising out of or in connection with (including, without limitation, as obligor or guarantor, as the case may be) the principal of, and interest on, the Senior Notes, and all regularly accruing fees, and (iii) in the case of the Other Obligations, all Obligations arising out of or in connection with (including, without limitation, as a direct obligor or a guarantor, as the case may be) Secured Hedging Agreements secured hereby (in each case as set forth in clauses (i) through (iii) above, other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities), and (z) “Secondary Obligations” shall mean all Obligations of such Pledgor secured hereby other than Primary Obligations.

Application of Proceeds. (a) All moneys collected by Subject to Section 10, if an Event of Default shall have occurred and be continuing, the Pledgee upon Collateral Agent may apply, in accordance with Section 10, (i) any cash held in the Collateral Accounts in respect of any Collateral and (ii) the proceeds of any sale or other disposition of any Collateral, in the following order of priorities: first, to pay (or provide for the payment of), in accordance with Section 21 of the Senior Security Agreement, the "Secured Obligations" (as defined in the Senior Security Agreement) secured by such Collateral to the extent the same constitute "Senior Debt" under clauses (1), (2) or (6) of the definition thereof under the Indenture (as in effect on the Effective Date)(which, for the avoidance of doubt, includes all expenses, liabilities, advances, and fees owing pursuant to clauses "first", "second", "third" and "fourth" of Sections 21(a), 21(b) and 21(c) of the Senior Security Agreement); second, to pay the expenses of such sale or other disposition, including reasonable compensation to agents of and counsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made by the Collateral Agent in connection with the Security Documents (without duplication, however, of any amounts paid with respect thereto under the Senior Security Agreement at any time when the Collateral Agent and the Senior Collateral Agent are the same Person (provided, that, for the avoidance of doubt, payment of independent fees shall not be deemed duplicative)); third, to pay all fees and any other expenses and other amounts then due and payable to the Collateral Agent pursuant to Section 13, until payment in full of all such Collateral Agent fees and other expenses and amounts shall have been made (without duplication, however, of any amounts paid with respect thereto under the Senior Security Agreement at any time when the Collateral Agent and the Senior Collateral Agent are the same Person (provided, that, for the avoidance of doubt, payment of independent fees shall not be deemed duplicative)); fourth, to pay (or provide for the payment thereof pursuant to Section 11(c)) any Additional Senior Secured Obligations secured by such Collateral (whether pursuant to this Agreement or any other Secured Agreement), ratably or on such other basis as the Secured Agreements governing the same shall provide or as the holders thereof (or their respective trustees, agents and/or representatives) may direct; provided, that, solely with respect to proceeds of any Future Restricted Subsidiary Equity Collateral, such proceeds shall be applied ratably (or on such other basis as the Secured Agreements governing the same shall provide or as the holders thereof (or their respective trustees, agents and/or representatives) may direct) among any Additional Senior Secured Obligations secured by such Collateral and any Qualified Senior Debt secured by such Collateral to the extent such Qualified Senior Debt is not designated as an Additional Senior Secured Obligation hereunder; fifth, to pay (or provide for the payment thereof pursuant to Section 11(c)) ratably (i) the QSC Notes Secured Obligations, (ii) the Existing 2008 Notes Secured Obligations and (iii) any Additional Pari Passu Secured Obligations secured by such Collateral (which ratable share shall be paid to the holders of such Additional Pari Passu Secured Obligations ratably or on such other basis as the Secured Agreements governing the same shall provide or as the holders thereof (or their respective trustees, agents and/or representatives) may direct), until payment in full of all such obligations shall have been made (or so provided for); and finally, to pay to QSC, or as a court of competent jurisdiction may direct, any surplus then remaining from the proceeds of the Collateral. (b) The Collateral Agent may make such distributions hereunder in cash or in kind or, together with all other moneys on a ratable basis, in any combination thereof. (c) If at any time any portion of any monies collected or received by the Pledgee Collateral Agent would, but for the provisions of this Section 11(c), be payable pursuant to Section 11(a), in respect of a Contingent Secured Obligation, the Collateral Agent 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 Collateral Agent as to the maximum amount of such Contingent Secured Obligation if then ascertainable. If the holder of such Contingent Secured Obligation does not notify the Collateral Agent 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 Collateral Agent as to the maximum ascertainable amount thereof, the Collateral Agent 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 Collateral Agent 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 hereunder, but will be subject to distribution in accordance with this Section 11(c) rather than Section 11(a), as applicable. The Collateral Agent 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 Collateral Agent at the request of the relevant Secured Parties 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 same clause of Section 11(a) were not paid in full, the Collateral Agent 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 11(a). If (i) the holder of such Contingent Secured Obligation shall advise the Collateral Agent that no portion thereof remains in the category of a Contingent Secured Obligation and (ii) the Collateral Agent still holds any amount held in trust pursuant to this Section 11(c) 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), such remaining amount will be applied by the Collateral Agent in the order of priorities set forth in Section 11(a). (d) In making the payments and allocations required by this Section, the Collateral Agent may rely upon information supplied to it pursuant to Section 16(f). All distributions made by the Collateral Agent pursuant to this Section shall be final (except in the event of manifest error) and the Collateral Agent shall have no duty to inquire as to the application by any Secured Parties of any amount distributed to it. (e) If, at any time when the Collateral Agent and the Senior Collateral Agent are not the same Person and the Senior Release Conditions have not been satisfied, Collateral Agent obtains Proceeds of Collateral which would be applied to the payment of the Obligations "Secured Obligations" (as follows: (idefined in the Senior Security Agreement) secured by such Collateral pursuant to clause "first" of Section 11(a), above, Collateral Agent shall promptly notify Senior Collateral Agent thereof in writing, and at the written request of the Senior Collateral Agent, Collateral Agent shall deliver such Proceeds to the payment of all amounts owing the Pledgee of the type described in clauses (ii) and (iii) of the definition of “Obligations” in Section 1 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplusSenior Collateral Agent. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount

Application of Proceeds. (a) All moneys collected by Subject to the Pledgee ABL/Term Loan Intercreditor Agreement, the First Lien/Second Lien Intercreditor and Subordination Agreement and any other Intercreditor Agreement then in effect, the Collateral Agent shall upon any exercise of remedies hereunder or under any Security Document apply the proceeds of any collection or sale or other disposition of the Collateral, together with all other moneys moneys, in each case received by the Pledgee hereunderAdministrative Agent or the Collateral Agent hereunder (or, shall to the extent any Security Document executed by a Loan Party requires proceeds of collateral thereunder to be applied to in accordance with the payment provisions of this Agreement), including any Collateral consisting of cash, in the Obligations as followsfollowing order of priority: (i) first, to the payment of all amounts owing to the Pledgee Collateral Agent or the Administrative Agent pursuant to any of the type described Loan Documents in clauses its capacity as such in respect of (iix) and the preservation of Collateral or its security interest in the Collateral or (iiiy) with respect to enforcing the rights of the definition of “Obligations” in Section 1 hereofSecured Parties under the Loan Documents; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to all other amounts owing to the outstanding Primary Obligations shall be paid Administrative Agent or Collateral Agent pursuant to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share any of the amount remaining to be distributedLoan Documents in its capacity as such; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the other outstanding Secondary Obligations Loans and Obligations, in each case then due and payable (in each case, other than, for the avoidance of doubt, contingent indemnification or reimbursement obligations to the extent no claim giving rise thereto has been asserted) shall be paid to the Secured Creditors Parties as provided in Section 9(eclause (d) hereofbelow, with each Secured Creditor secured party receiving an amount equal to its outstanding Secondary Obligations as described above or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share pro rata share of the amount remaining to be distributed; and; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination payment in full in cash of this Agreement pursuant to Section 18 hereofall Obligations, to the relevant Pledgor Loan Party, their successors and assigns, or to whomever as a court of competent jurisdiction may be lawfully entitled to receive such surplusotherwise direct. (b) If any payment to any Secured Party pursuant to this Section 10.03 of its pro rata share of any distribution would result in overpayment to such Secured Party, such excess amount shall instead be distributed in respect of the unpaid Obligations of the other Secured Parties, with each Secured Party whose Obligations have not been paid in full to receive an amount equal to such excess amount multiplied by a fraction the numerator of which is the unpaid Obligations of such Secured Party and the denominator of which is the unpaid Obligations of all Secured Parties entitled to such distribution. (c) Subject to the terms of the ABL/Term Loan Intercreditor Agreement and the First Lien/Second Lien Intercreditor and Subordination Agreement, all payments required to be made hereunder shall be made if to Secured Parties, to the Administrative Agent for the account of such Secured Parties. (d) For purposes of applying payments received in accordance with this Agreement Section 10.03, the Collateral Agent shall be entitled to rely upon the Administrative Agent for a determination (iwhich the Administrative Agent and each other Secured Party agrees (or shall agree) “Pro Rata Share” to provide upon request of the Collateral Agent) of the outstanding Obligations of the Loan Parties owed to the Secured Parties. (e) Subject to the other limitations (if any) set forth herein and in the other Loan Documents, it is understood that the Loan Parties shall mean, when calculating a Secured Creditor’s portion remain liable (as and to the extent set forth in the Loan Documents) to the extent of any distribution or amount, deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Obligations of the Loan Parties. (f) It is understood and agreed by each Loan Party and each Secured Party that amountthe Collateral Agent shall have no liability for any determinations made by it in this Section 10.03.

Application of Proceeds. (a) All moneys collected by After the Pledgee upon exercise of remedies provided for in Section 7.01 (or after the Loans have automatically become immediately due and payable as set forth in the final paragraph of Section 7.01), any amounts received on account of the Obligations (including from proceeds of any sale or other disposition of all or any part of the Collateral, together with all other moneys received by the Pledgee hereunder, ) shall be applied by the Administrative Agent in the following order of priorities: first, to pay any amounts (including fees, charges and disbursements of counsel to the Administrative Agent) then due and payable to the Administrative Agent in its capacity as such pursuant to Sections 2.05 and 9.05; second, to pay ratably all interest (including Post Petition Interest (as defined in the Security Agreement)) on the Obligations, until payment in full of all such interest and fees shall have been made; third, to pay the unpaid principal of the Obligations ratably, until payment in full of the principal of all Obligations shall have been made; fourth, to pay all other Obligations ratably, until payment in full of all such other Obligations shall have been made; and finally, to pay to the applicable Borrower or the relevant Loan Party, or as follows:a court of competent jurisdiction may direct, any surplus then remaining (including from the proceeds of the Collateral owned by it); provided that Collateral owned by (w) a U.S. Subsidiary Guarantor and any proceeds thereof shall be applied pursuant to the foregoing clauses first, second, third and fourth only to the extent permitted by the limitation in Section 2(i) of its U.S. Subsidiary Guaranty, (x) a Canadian Subsidiary Guarantor and any proceeds thereof shall be applied pursuant to the foregoing clauses first, second, third and fourth only to the extent permitted by the limitation in Section 2(i) of its Canadian Subsidiary Guaranty, (y) a German Subsidiary Guarantor and any proceeds thereof shall be applied pursuant to the foregoing clauses first, second, third and fourth only to the extent permitted by the limitation in Section 2(i) of its German Subsidiary Guaranty and (z) a U.K. Subsidiary Guarantor and any proceeds thereof shall be applied pursuant to the applicable Borrower Joinder Agreement or any associated document. The Administrative Agent may make such distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof. (i) firstThe Administrative Agent and the Collateral Trustee may in their respective discretion to maximize the overall recovery to the Lenders, subject to clause (ii) below, to the extent amounts to be applied pursuant to this Section 7.02 consist of amounts from a U.S. Loan Party (whether as a result of a payment under a Guarantee provided by such U.S. Loan Party, any realization on the Collateral of such U.S. Loan Party, any setoff rights in respect of such U.S. Loan Party, any distribution in connection with any proceedings or other action of such U.S. Loan Party in respect of Debtor Relief Laws or otherwise), apply such amounts in accordance with the foregoing clauses first, second, third and fourth, with the payment of all amounts owing the Pledgee of the type described in clauses any Obligations under this Section 7.02 deemed to exclude any Canadian Obligations and/or German Obligations and/or U.K. Obligations. (ii) To the extent amounts to be applied pursuant to this Section 7.02 consist of amounts from a Canadian Loan Party (whether as a result of a payment under the Canadian Subsidiary Guaranty provided by such Canadian Loan Party, any realization on the Collateral of such Canadian Loan Party, any setoff rights in respect of such Canadian Loan Party, any distribution in connection with any proceedings or other action of such Canadian Loan Party in respect of Debtor Relief Laws or otherwise), such proceeds will be applied as otherwise required above in this Section 7.02, but for this purpose (i) treating the outstanding Obligations as only Canadian Obligations now or hereafter existing under the Loan Documents (including the Canadian Subsidiary Guaranty) and (ii) without giving effect to clause (b) (i) above. (iii) To the extent amounts to be applied pursuant to this Section 7.02 consist of amounts from a German Loan Party (whether as a result of a payment under the German Subsidiary Guaranty provided by such German Loan Party, any realization on the Collateral of such German Loan Party, any setoff rights in respect of such German Loan Party, any distribution in connection with any proceedings or other action of such German Loan Party in respect of Debtor Relief Laws or otherwise), such proceeds will be applied as otherwise required above in this Section 7.02, but for this purpose (i) treating the outstanding Obligations as only German Obligations now or hereafter existing under the Loan Documents (including the German Subsidiary Guaranty) and (ii) without giving effect to clause (b) (i) above. (iv) Unless otherwise provided for in the applicable Borrower Joinder Agreement or any associated documents, to the extent amounts to be applied pursuant to this Section 7.02 consist of amounts from a U.K. Loan Party (whether as a result of a payment under the U.K. Subsidiary Guaranty provided by such U.K. Loan Party, any realization on the Collateral of such U.K. Loan Party, any setoff rights in respect of such U.K. Loan Party, any distribution in connection with any proceedings or other action of such U.K. Loan Party in respect of Debtor Relief Laws or otherwise), such proceeds will be applied as otherwise required above in this Section 7.02, but for this purpose (A) treating the outstanding Obligations as only U.K. Obligations now or hereafter existing under the Loan Documents (including the U.K. Subsidiary Guaranty) and (B) without giving effect to clause (b) (i) above (c) In making the payments and allocations required by this Section 7.02, the Administrative Agent will be entitled to rely on information from (i) its own records for information as to the Administrative Agent and the Lenders (the “Lender Parties”), their Obligations and actions taken by them, (ii) any Lender Party for information as to its Obligations and actions taken by it, to the extent that the Administrative Agent has not obtained such information from its own records, and (iii) of the definition of “Obligations” in Section 1 hereof; (ii) secondBorrowers, to the extent proceeds remain after that the Administrative Agent has not obtained information from the foregoing sources. All distributions made by the Administrative Agent pursuant to this Section 7.02 shall be final (except in the event of manifest error) and the Administrative Agent shall have no duty to inquire as to the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion by any Lender Party of any distribution or amount, that amountamount distributed to it.

Application of Proceeds. (a) All (I) Subject to the terms of the Intercreditor Agreement, all moneys collected by the Collateral Agent (or, to the extent the U.S. Pledge Agreement or any other Security Document requires proceeds of collateral thereunder, which constitutes TL Priority Collateral, to be applied in accordance with the provisions of this Agreement, the Pledgee under the U.S. Pledge Agreement or the collateral agent or mortgagee under such other Security Document) upon any sale or other disposition of the TL Priority Collateral, together with all other moneys received by the Collateral Agent hereunder (or, to the extent the U.S. Pledge Agreement or any other Security Document requires proceeds of collateral thereunder, which constitutes TL Priority Collateral, to be applied in accordance with the provisions of this Agreement, the Pledgee hereunderunder the U.S. Pledge Agreement or the collateral agent or mortgagee under such other Security Document) with respect thereto, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent of the type described in clauses (iiiii), (iv) and (iiiv) of the definition of “Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), to the payment of all amounts owing to any Agent of the type described in clause (vi) of the definition of “Obligations”; (iii) third, to the extent proceeds remain after the applications pursuant to preceding clauses (i) and (ii), to the payment in full of all amounts owing to any Issuing Lender and/or Bank Guaranty Issuer as described in Section 2C.03 of the Credit Agreement; (iv) fourth, but subject to the provisions of the following clauses (g) and (h), to the extent proceeds remain after the application pursuant to preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e7.4(e) hereof, with (x) each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; , (iiiy) thirdthe amount received by any Lender Creditor in respect of Primary Obligations consisting of Credit Document Obligations pursuant to this clause (iv) to be applied (a) first, in satisfaction of the Primary Obligations owing to such Lender Creditor by the U.S. Borrower (other than Primary Obligations owing by the U.S. Borrower pursuant to its Credit Agreement Party Guaranty) and by the other U.S. Credit Parties (other than Primary Obligations owing by them pursuant to the Credit Agreement Party Guaranty or the U.S. Subsidiaries Guaranty, as the case may be, which represent a guarantee of the Primary Obligations of the Bermuda Borrower consisting of Credit Document Obligations) and (b) second, to the extent proceeds remain after the application pursuant to preceding subclause (a), in satisfaction of all other Primary Obligations owing to such Lender Creditor by the U.S. Borrower and the U.S. Credit Parties and (z) the amount received by any Hedging Creditor in respect of Primary Obligations consisting of Hedging Obligations pursuant to this clause (iv) to be applied (a) first, in satisfaction of the Primary Obligations owing to such Hedging Creditor by the U.S. Borrower (other than Primary Obligations owing by the U.S. Borrower pursuant to its Credit Agreement Party Guaranty) and other U.S. Credit Parties (other than Primary Obligations owing by them pursuant to the Credit Agreement Party Guaranty or the U.S. Subsidiaries Guaranty, as the case may be, which represent a guarantee of the Primary Obligations of Foreign Subsidiaries of the U.S. Borrower consisting of Hedging Obligations) and (b) second, to the extent proceeds remain after the application pursuant to preceding subclause (a), in satisfaction of all other Primary Obligations owing to such Hedging Creditor by the U.S. Borrower and the U.S. Credit Parties; (v) fifth, but subject to the provisions of the following clauses (g) and (h), to the extent proceeds remain after the application pursuant to preceding clauses (i) and through (iiiv), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e7.4(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and; (ivvi) fourthsixth, only with respect to Collateral (as such term is defined in the U.S. Pledge Agreement) of Intermediate Holdco and not with respect to any other Collateral, to the extent proceeds remain after the applications pursuant to preceding clauses (i) through (v), inclusive, an amount equal to the outstanding Intermediate Holdco Credit Document Obligations (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of Holdings or any of its Subsidiaries at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action) shall be paid to the Intermediate Holdco Collateral Agent as provided in Section 7.4(e) hereof (for the benefit of the Intermediate Holdco Collateral Agent and the other Intermediate Holdco Creditors), with each such Intermediate Holdco Creditor to receive an amount equal to its outstanding Intermediate Holdco Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Intermediate Holdco Credit Document Obligations, the portion of the amount remaining to be distributed to which such Second Lien Creditor is entitled pursuant to the terms of the Intermediate Holdco Credit Agreement; (vii) seventh, but subject to the provisions of the following clause (g), to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iiivi), inclusive, if the ABL Credit Document Obligations Termination Date has not theretofore occurred, amounts equal to the ABL Credit Document Obligations shall be paid to the ABL Collateral Agent for application to the ABL Credit Document Obligations in accordance with sub-clauses fourth and fifth of Section 5.1(a) of the Intercreditor Agreement; and (viii) eighth, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (vii), inclusive, and following the termination of this Agreement pursuant to Section 18 10.8(a) hereof, to the relevant Pledgor Assignor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount

Application of Proceeds. (a) All moneys collected by the Pledgee upon any sale or sale, other disposition of or other realization upon any Collateral pursuant to the Collateralterms of this Agreement, together with all other moneys received by the Pledgee hereunderhereunder (collectively, the "Collateral Proceeds"), shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing to the Pledgee of the type described in clauses (iiv), (vi) and (iiivii) of the definition of “Obligations” in Section 1 hereofherein; (ii) second, to the extent proceeds of the sale, other disposition of or other realization upon any item of Collateral remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Applicable Obligations secured by such item of Collateral shall be paid to the Secured Creditors in the manner provided below as provided in Section 9(e) hereoftheir interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Applicable Obligations secured by such outstanding Primary Obligations item of Collateral or, if the proceeds are insufficient to pay in full all such Primary Applicable Obligations, its Pro Rata Share of the amount so remaining to be distributed;, with any such amount to be applied in the case of the Credit Document Obligations, the Existing Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, Existing Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, Existing Senior Notes or Refinancing Senior Notes, as the case may be, and third to the other Credit Document Obligations, Existing Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; and (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations relevant Pledgor or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant directed by such Pledgor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “Agreement, "Pro Rata Share” " shall mean, mean when calculating a Secured Creditor’s 's portion of any distribution or amountamount pursuant to clause (a) above, that amountthe amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding amount of the relevant Applicable Obligations secured by the relevant item of Collateral owed such Secured Creditor and the denominator of which is the then outstanding amount of all Applicable Obligations secured by the relevant item of Collateral.

Application of Proceeds. (a) If an Event of Default as specified in clause (i) of the definition thereof in Section 1(b) hereof shall have occurred, the Collateral Agent shall, at the direction of the Pledgee, sell one or more of the Additional Bonds at the highest obtainable price under current market conditions and/or sell, otherwise dispose of or otherwise realize on the other Collateral as needed. All moneys collected by proceeds received from the Pledgee upon any sale or other disposition of, or realization on or with respect to, all or any part of the Collateral, together with all other moneys received by the Pledgee hereunder, Collateral shall be applied to by the payment of the Obligations as follows: (i) firstPledgee: First, to the payment of all amounts owing Credit Enhancer or M▇▇▇▇▇▇ L▇▇▇▇ & Co., Inc., as the Pledgee of the type described case may be, in clauses (ii) and (iii) of the definition of “Obligations” in Section 1 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid all amounts owed to the Secured Creditors Credit Enhancer or M▇▇▇▇▇▇ L▇▇▇▇ & Co., Inc., as provided applicable, in connection with demands on any M▇▇▇▇▇▇ L▇▇▇▇ Credit Enhancement pursuant to Section 4.01(b) and (c) and, in connection with a Mandatory Tender Event specified in Section 9(e4.02(a)(v) hereofof the Series Q Custody Agreement, with each Secured Creditor receiving Section 4.02(e) of the Series Q Custody Agreement; Second, to M▇▇▇▇▇▇ L▇▇▇▇ Capital Services, Inc. or M▇▇▇▇▇▇ L▇▇▇▇ & Co., Inc., as the case may be, in an amount equal to such outstanding Primary Obligations or, if all amounts owed to Federal Home Loan Mortgage Corporation in connection with the proceeds are insufficient Reimbursement Agreement with respect to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) thirdApplicable Series FM Custodial Receipts; Third, to the extent proceeds remain after investment in Eligible Investments selected by the application pursuant Pledgee to be held by the Collateral Agent as Additional Bonds, in an amount sufficient to cause the aggregate market value of the Additional Bonds held by the Collateral Agent to be greater than the sum of the aggregate Value Deficiency with respect to the preceding clauses (i) Enhanced Bonds and (ii), an amount equal the aggregate Market Deficiency with respect to the outstanding Secondary Obligations shall be paid to Applicable Unenhanced P-FLOATs on the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all date of such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributedsale; and (iv) fourthand Fourth, to the extent proceeds remain after Pledgor, the application balance remaining. The rights granted to the Pledgee pursuant to this Section 11(a) shall be in addition to the preceding clauses (i) through (iii), inclusive, and following rights of the termination of this Agreement Credit Enhancer pursuant to Section 18 hereof, to 4.02 of the relevant Pledgor or to whomever may be lawfully entitled to receive such surplusCustody Agreement. (b) For purposes If any other Event of this Agreement (i) “Pro Rata Share” Default shall meanhave occurred and be continuing, when calculating a Secured Creditor’s portion all proceeds received from the sale or other disposition of, or realization on or with respect to, all or any part of any distribution or amount, that amountthe Collateral shall be applied by the Pledgee as follows:

Application of Proceeds. (a) All moneys collected by the Pledgee upon any sale or other disposition of the CollateralCollateral of each Pledgor, together with all other moneys received by the Pledgee hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing to the Pledgee and the other Secured Creditors of the type described provided in clauses (iiv) and (iiivi) of the definition of “Obligations” Obligations in Section 1 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as defined in Section 9(b) below) shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations of such Pledgor or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share (as hereinafter defined) of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations (as defined in Section 9(b) below) shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations of such Pledgor or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then aggregate outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Loan Document Obligations, all Obligations arising out of or in connection with (including, without limitation, as obligor or guarantor, as the case may be) the principal of, and interest on, all Loans, all unreimbursed drawings or payments in respect of any letters of credit (together with all interest accrued thereon), and the aggregate stated amounts of all letters of credit issued under the Credit Agreement, and all regularly accruing fees, (ii) in the case of the Senior Note Obligations, all Obligations secured hereby arising out of or in connection with (including, without limitation, as obligor or guarantor, as the case may be) the principal of, and interest on, the

Application of Proceeds. (a) All moneys monies collected by the Pledgee Canadian ----------------------- Administrative Agent upon any sale or other disposition of the Collateral, together with all other moneys monies received by the Pledgee Canadian Administrative Agent hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing the Pledgee Canadian Administrative Agent of the type described provided in clauses (iiiii) and (iiiiv) of the definition of “Obligations” in Section 1 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof7.4(d), with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof7.4(d), with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i), (ii) through and (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor Assignor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “"Pro Rata Share” " shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction, the numerator of which is the then unpaid amount of such Secured Creditor's Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) "Primary Obligations" shall mean (i) all of the Credit Agreement Obligations consisting of all principal of, and interest on, all C$ Loans under the Credit Agreement (together with all interest accrued thereon), and all regularly accruing Fees owing to the C$ Lenders under the Credit Agreement, and (ii) all of the Other Obligations consisting of all amounts due under the Interest Rate Protection Agreements entered into by the Assignor (other than indemnities, attorneys' fees and similar obligations and liabilities), and (z) "Secondary Obligations" shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All Subject to the Intercreditor Agreement, all moneys collected by the Pledgee Collateral Agent (or, to the extent the Pledge Agreement or any other Security Document requires proceeds of collateral under such other Security Document to be applied in accordance with the provisions of this Agreement, the Pledgee, under, and as defined in, the Pledge Agreement or collateral agent under such other Security Document) upon any sale or other disposition of the CollateralCollateral (or the collateral under the relevant Security Document), in connection with the Collateral Agent’s exercise of remedies following the occurrence and during the continuance of an Event of Default, together with all other moneys received by the Pledgee hereunderCollateral Agent hereunder or under any other Security Document, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent of the type described in clauses (iiiv), (v), (vi) and (iiivii) of the definition of “Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations which are Credit Document Obligations shall be paid to the Secured Lender Creditors as provided in Section 9(e5.4(e) hereof, with each Secured such Lender Creditor receiving an amount equal to such its outstanding Primary Obligations which are Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations which are Credit Document Obligations shall be paid to the Secured Lender Creditors as provided in Section 9(e5.4(e) hereof, with each Secured such Lender Creditor receiving an amount equal to its outstanding Secondary Obligations which are Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), an amount equal to the outstanding Primary Obligations which are Other Obligations shall be paid to the Other Creditors as provided in Section 5.4(e) hereof, with each such Other Creditor receiving an amount equal to its outstanding Primary Obligations which are Other Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (v) fifth, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (iv), inclusive, an amount equal to the outstanding Secondary Obligations which are Other Obligations shall be paid to the Other Creditors as provided in Section 5.4(e) hereof, with each such Other Creditor receiving an amount equal to its outstanding Secondary Obligations which are Other Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (vi) sixth, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (v), inclusive, and following the termination of this Agreement pursuant to Section 18 8.8(a) hereof, to the relevant Pledgor Assignor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount

Application of Proceeds. (a) All moneys monies collected by the Pledgee upon any sale or other disposition of the CollateralCollateral of each Pledgor, together with all other moneys monies received by the Pledgee hereunderhereunder (except to the extent released in accordance with the applicable provisions of this Agreement or any other Credit Document), shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee of the type described in clauses (iiiii) and (iiiiv) of the definition of “Obligations” in Section 1 hereof1.1; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations constituting Credit Document Obligations shall be paid to the Secured Creditors Lenders as provided in Section 9(e9(d) hereof, with each Secured Creditor Lender receiving an amount equal to such outstanding Primary Obligations constituting Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations constituting Credit Document Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Primary Obligations constituting Other Obligations shall be paid to the Other Creditors as provided in Section 9(d) hereof, with each Other Creditor receiving an amount equal to such outstanding Primary Obligations constituting Other Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations constituting Other Obligations, its Pro Rata Share of the amount remaining to be distributed; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e9(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (ivv) fourthfifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iiiiv), inclusive, and following the termination of this Agreement pursuant to Section 18 20 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (ix) “"Pro Rata Share” " shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor's Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) "Primary Obligations" shall mean (i) in the case of the Credit Document Obligations, all principal of, and interest on, all Loans and all fees incurred under the Credit Agreement and (ii) in the case of the Other Obligations, all amounts due under such Interest Rate Protection Agreements (other than indemnities, fees (including, without limitation,

Application of Proceeds. (a) All moneys collected by the Pledgee Collateral Agent under this Security Agreement (or, to the extent any pledge agreement requires proceeds of Collateral under such agreement to be applied in accordance with the provisions of this Security Agreement, the Collateral Agent under such other agreement) upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee Collateral Agent hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent of the type described in clauses (iiiii) and (iiiiv) of the definition of “Secured Obligations” and all amounts owing to the Administrative Agent of the type described in clause first of Section 1 hereof2.5(d)(i) of the Revolving Credit Agreement (regardless of whether a Bankruptcy Event then exists); (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e10(c) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof10(c), with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Security Agreement pursuant to Section 18 17 hereof, to the relevant Pledgor such Grantor or to whomever whoever may be lawfully entitled to receive such surplus. (b) For purposes of this Security Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (ii) “Primary Obligations” shall mean (A) in the case of the Revolving Credit Agreement Obligations, all principal of, and interest on, all Loans and all unreimbursed drawings under Letters of Credit (together with all interest accrued thereon), and the aggregate undrawn face amounts of all Letters of Credit issued (or deemed issued) under the Revolving Credit Agreement and (B) in the case of the Other Obligations, all amounts due under the Approved Secured Derivative Transaction Agreements (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities); provided that a maximum amount of $20,000,000 of such amounts shall constitute Other Obligations; and (iii) “Secondary Obligations” shall mean all Secured Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys collected To the fullest extent permitted by law, the proceeds of any sale of, and the Rents and other amounts generated by the Pledgee upon any sale holding, leasing, Amended and Restated Deed to Secure Debt — B▇▇▇ County, GA management, operation or other disposition use of, each item of the Collateral, together with all other moneys received by Property pursuant to this Deed To Secure Debt (the Pledgee hereunder, “Trust Property Proceeds”) shall be applied to by the payment of Grantee (or the Obligations receiver, if one is appointed) as follows: (i) first, to the payment of all amounts Obligations owing to the Pledgee Grantee of the type described in clauses (iivii), (viii), (ix), (x) and (iiixi) of the definition of “Obligations” in Section 1 hereofObligations herein; (ii) second, to the extent proceeds Trust Property Proceeds of Property remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Applicable Obligations secured by such item of Property shall be paid to the Secured Creditors as provided in Section 9(e) hereoftheir interests may appear, with (x) each Secured Creditor receiving an amount equal to its outstanding Applicable Obligations secured by such outstanding Primary Obligations item of Property or, if the proceeds are insufficient to pay in full all such Primary Applicable Obligations, its Pro Rata Share of the amount so remaining to be distributed;distributed and (y) in the case of the Credit Document Obligations, the Existing Senior Notes Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations included in such Applicable Obligations, any such amount to be applied (1) first to the payment of interest in respect of the unpaid principal amount of Loans, Existing Senior Notes, New Senior Notes or Refinancing Senior Notes, as the case may be, (2) second to the payment of principal of Loans, Existing Senior Notes, New Senior Notes or Refinancing Senior Notes, as the case may be, and (3) third to the other Credit Document Obligations, Existing Senior Notes Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; and (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal ) to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations Grantor or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after directed by the application pursuant to the preceding clauses (i) through (iii)Grantor or a court of competent jurisdiction, inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) Agreement, “Pro Rata Share” shall mean, mean when calculating a Secured Creditor’s portion of any distribution or amountamount pursuant to clause (a) above, that amountthe amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding amount of the relevant Applicable Obligations secured by the relevant item of Property owed such Secured Creditor and the denominator of which is the then outstanding amount of all relevant Applicable Obligations secured by the relevant item of Property.

Application of Proceeds. (a) All moneys collected by the Pledgee upon any sale or other disposition of the CollateralCollateral pursuant to the terms of this Agreement, together with all other moneys received by the Pledgee hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing to the Pledgee of the type described in clauses (iiiii) and (iiiiv) of the definition of “Obligations” in Section 1 hereofof this Agreement; (ii) second, to the extent proceeds moneys remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as defined below) shall be paid to the Secured Creditors as provided in Section 9(e) hereof), with each Secured Creditor receiving an amount equal to such the outstanding Primary Obligations then owing to it or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share (as defined below) of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations (as defined below) shall be paid to the Secured Creditors as provided in Section 9(e) hereof), with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations then owing to it or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds moneys remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof18(b), to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) To the extent that any Class (as defined below) of Secured Creditors elects, in accordance with Section 20, not to be secured by this Agreement, then such Class of Secured Creditors shall not share in any distribution of proceeds pursuant to Section 9(a), and in such event to the extent such proceeds are then being distributed (i) the Pro Rata Share of each Secured Creditor of the respective Class with respect to its Obligations of such Class shall be $0 and (ii) the Pro Rata Shares of the remaining Secured Creditors, to the extent determined in connection with the distribution of such proceeds, shall be calculated as if the Class of Obligations described in preceding clause (i) were not then outstanding. (c) For purposes of this Agreement Agreement, (i) “"Pro Rata Share” " shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountthe amount (expressed as a percentage) equal to a fraction, the numerator of which is the then unpaid amount of such Secured Creditor's Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (ii) "Primary Obligations" shall mean (x) in the case of the Credit Agreement Obligations, all principal of, and interest on, all Loans and all Competitive Bid Loans under the New Credit Agreement, and all regularly accruing fees owing by the Pledgor under the New Credit Agreement and (y) in the case of the Other Obligations, all net amounts due under Hedging Agreements (other than indemnities, fees (including, without limitation, attorneys' fees) and similar obligations and liabilities) and (iii) "Secondary Obligations" shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys collected by the Pledgee First-Lien Collateral Agent upon any sale or other disposition of the CollateralCollateral (or, to the extent the Pledge Agreement or any other Security Document requires proceeds of collateral thereunder to be applied in accordance with the provisions of this Agreement, the Pledgee under the Pledge Agreement or the collateral agent under such other Security Document), together with all other moneys received by the Pledgee First-Lien Collateral Agent hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing to the Pledgee or the First-Lien Collateral Agent of the type described in clauses (iiiii), (iv) and (iiiv) of the definition of “Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid payment of all amounts owing to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share any Agent of the amount remaining to be distributedtype described in clauses (v) and (vi) of the definition of “Obligations”; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 7.4(e), with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; provided however that Secured Creditors with Primary Obligations constituting Other Obligations arising under, or in respect of, Commodities Agreements shall not be entitled to receive more than $10,000,000 as a result of the application of the proceeds of Collateral pursuant to this clause (iii), with any excess proceeds of Collateral to be distributed after such threshold is reached to be applied to all other Primary Obligations as otherwise required above (as if no further Primary Obligations constituting Other Obligations arising under, or in respect of, Commodities Agreements were then outstanding); (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i), (ii) and (iii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof7.4(e), with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; provided however that Secured Creditors with Secondary Obligations constituting Other Obligations arising under, or in respect of, Commodities Agreements shall not be entitled to receive more than $10,000,000 as a result of the application of the proceeds of Collateral pursuant to preceding clause (iii) and this clause (iv), with any excess proceeds of Collateral to be distributed after such threshold is reached to be applied to all other Secondary Obligations as otherwise required above (as if no further Secondary Obligations constituting Other Obligations arising under, or in respect of, Commodities Agreements were then outstanding); (v) fifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i), (ii), (iii) and (iv), an amount equal to the outstanding Tertiary Obligations shall be paid to the relevant Other Creditors as provided in Section 7.4(e), with each relevant Other Creditor receiving an amount equal to its outstanding Tertiary Obligations or, if the proceeds are insufficient to pay in full all such Tertiary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (ivvi) fourthsixth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iiiv), inclusive, and following the termination of this Agreement pursuant to Section 18 10.8(a) hereof, to the relevant Pledgor Assignor or to whomever whoever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (iw) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, provided that in the circumstances contemplated by the provisos in clauses 7.4(a)(iii) and (iv), Primary Obligations and Secondary Obligations constituting Other Obligations arising under, or in respect of, Commodities Agreements shall be excluded in determining the Primary Obligations and Secondary Obligations as used in determining a given Secured Creditor’s “Pro Rata Share” pursuant to this definition, (x) “Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, all principal of, and interest on, all Loans under the Credit Agreement, all Unpaid Drawings theretofore made (together with all interest accrued thereon), the aggregate Stated Amounts of all Letters of Credit issued (or deemed issued) under the Credit Agreement, and all Fees and (ii) in the case of the Other Obligations, all amounts due under the Secured Hedging Agreements (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities), (y) “Secondary Obligations” shall mean all Obligations other than Primary Obligations and Tertiary Obligations and (z) “Tertiary Obligations” shall mean all Other Obligations (if any) arising under, or in respect of, Commodities Agreements which remain outstanding after giving effect to the application of Collateral proceeds pursuant to Sections 7.4(a)(i), (ii), (iii) and (iv).

Application of Proceeds. (a) All moneys collected by the Collateral Agent (or, to the extent the Pledge Agreement or any other Security Document requires proceeds of collateral under such other Security Document to be applied in accordance with the provisions of this Agreement, the Pledgee under, and as defined in, the Pledge Agreement ,or collateral agent under such other Security Document) upon any sale or other disposition of the CollateralCollateral (or the collateral under the relevant Security Document), together with all other moneys received by the Pledgee hereunderCollateral Agent hereunder (or under the relevant Security Document), shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent of the type described in clauses (iiiii), (iv) and (iiiv) of the definition of “Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid payment of all amounts owing to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share any Agent of the amount remaining to be distributedtype described in clauses (v) and (vi) of the definition of “Obligations”; (iii) third, but subject to the provisions of the following clauses (f) and (g), to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Primary U.S. Borrower Obligations shall be paid to the Secured Creditors as provided in Section 9(e7.4(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Primary U.S. Borrower Obligations or, if the proceeds are insufficient to pay in full all such Secondary Primary U.S. Borrower Obligations, its Pro Rata Share of the amount remaining to be distributed; and; (iv) fourth, but subject to the provisons of the following clauses (f) and (g), to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), an amount equal to the outstanding Primary Canadian Borrower Obligations shall be paid to the Secured Creditors as provided in Section 7.4(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Primary Canadian Borrower Obligations or, if the proceeds are insufficient to pay in full all such Primary Canadian Borrower Obligations, its Pro Rata Share of the amount remaining to be distributed; (v) fifth, but subject to the provisions of clauses (f) and (g), to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iv), inclusive, an amount equal to the outstanding Secondary U.S. Borrower Obligations shall be paid to the Secured Creditors as provided in Section 7.4(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary U.S. Borrower Obligations or, if the proceeds are insufficient to pay in full all such Secondary U.S. Borrower Obligations, its Pro Rata Share of the amount remaining to be distributed; (vi) sixth, but subject to the provisions of clauses (f) and (g), to the extent proceeds remain after the application pursuant to preceding clauses (i) through (v), inclusive, an amount equal to the outstanding Secondary Canadian Borrower Obligations shall be paid to the Secured Creditors as provided in Section 7.4(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Canadian Borrower Obligations or, if the proceeds are insufficient to pay in full all such Secondary Canadian Borrower Obligations, its Pro Rata Share of the amount remaining to be distributed; (vii) seventh, but subject to the provisions of clauses (f) and (g), to the extent proceeds remain after the application pursuant to preceding clauses (i) through (vi), inclusive, ratably to any then remaining unpaid Obligations; and (viii) eighth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (vii), inclusive, and following the termination of this Agreement pursuant to Section 18 10.8(a) hereof, to the relevant Pledgor Assignor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary U.S. Borrower Obligations, Primary Canadian Borrower Obligations, Secondary U.S. Borrower Obligations or Secondary Canadian Borrower Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary U.S. Borrower Obligations, Primary Canadian Borrower Obligations, Secondary U.S. Borrower Obligations or Secondary Canadian Borrower Obligations, as the case may be, (ii) “Primary Obligations” shall mean (x) in the case of the Credit Document Obligations, all unpaid principal (or, Face Amount, as applicable) of, premium, if any, fees and interest on, all Loans, all Unpaid Drawings, the Stated Amount of all outstanding Letters of Credit and all Fees and (y) in the case of the Other Obligations, all amounts due under each Interest Rate Protection Agreement with an Other Creditor (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities), (iii) “Secondary Obligations” shall mean all Obligations other than Primary Obligations, (iv) “Primary U.S. Borrower Obligations” shall mean all Primary Obligations which are also U.S. Borrower Obligations, (v) “Secondary U.S. Borrower Obligations” shall mean all Secondary Obligations which are also U.S. Borrower Obligations, (vi) “Primary Canadian Borrower Obligations” shall mean all Primary Obligations which are also Canadian Borrower Obligations and (vii) “Canadian Borrower Secondary Obligations” shall mean all Secondary Obligations which are also Canadian Borrower Secondary Obligations.

Application of Proceeds. (a) All moneys collected by the Pledgee upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee of the type described in clauses (ii) and (iii) of the definition of “Obligations” in Section 1 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (ii) “Primary Obligations” shall mean (A) in the case of the Loan Document Obligations (as defined in the Subsidiary Guaranty), all principal of, and interest on, all Loans, all Unpaid Drawings theretofore made (together with all interest accrued thereon), and the aggregate Stated Amounts of all Letters of Credit issued (or deemed issued) under the Credit Agreement, and all fees and (B) in the case of the Other Obligations (as defined in the Subsidiary Guaranty), all amounts due under the Interest Rate Protection or Other Hedging Agreements (other than indemnities, fees (including, without limitation,

Application of Proceeds. (a) All moneys collected by the Pledgee Collateral Agent upon any sale or other disposition of the CollateralCollateral of each Pledgor, together with all other moneys received by the Pledgee Collateral Agent hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing to the Pledgee Collateral Agent of the type described provided in clauses (iivii) and (iiiviii) of the definition of “Obligations” in Section 1 hereofObligation; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations of the respective Pledgor shall be paid to the Secured Creditors (with such Secured Creditors 13 being herein called the "Senior Secured Creditors") as provided in Section 9(e) hereof, with each Senior Secured Creditor receiving an amount equal to such its outstanding Primary Obligations of such Pledgor or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations of the respective Pledgor shall be paid to the Senior Secured Creditors as provided in Section 9(e) hereof, with each Senior Secured Creditor receiving an amount equal to its outstanding Secondary Obligations of such Pledgor or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourthfifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (ix) “"Pro Rata Share” " shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor's Primary Obligations or Secondary Obligations, as the case may be, of the respective Pledgor and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, of the respective Pledgor, (y) "Primary Obligations" of any Pledgor shall mean (i) in the case of the Credit Document Obligations, all Obligations of such Pledgor arising out of or in connection with (including, without limitation, as obligor or guarantor, as the case may be) the principal of, and interest on, all Loans, all Unpaid Drawings theretofore made (together with all interest accrued thereon), and the aggregate Stated Amounts of all Letters of Credit issued under the Credit Agreement, and all regularly accruing Fees, (ii) in the case of the ITT Note Obligations, all Obligations of such Pledgor secured hereby arising out of or in connection with (including, without limitation, as obligor or guarantor, as the case may be) the principal of, and interest on, the ITT Notes, (iii) in the case of Qualified Permitted Refinancing Obligations, all Obligations of such Pledgor secured hereby arising out of or in connection with (including, without limitation, as obligor or guarantor, as the case may be) the principal of, and interest on, the Qualified Permitted Refinancing Indebtedness, (iv) in the case of the Senior Secured Note Obligations, all Obligations of such Pledgor secured hereby arising out of or in connection with (including, without limitation, as obligor or guarantor, as the case may be) the principal of, and interest on, the Senior Secured Notes and (v) in the case of the Interest Rate Protection Obligations, all Obligations of such Pledgor arising out of or in connection with (including, without limitation, as a direct obligor or a guarantor, as the case may be) Interest Rate Protection Agreements (other than indemnities, fees (including, without limitation, attorneys' fees) and similar obligations and liabilities), and (z) "Secondary Obligations" of any Pledgor shall mean all Obligations of such Pledgor secured hereby other than Primary Obligations.

Application of Proceeds. (a) All moneys collected by the Administrative Agent (or, to the extent the Pledge Agreement or any Additional Security Document requires proceeds of collateral under such Security Document to be applied in accordance with the provisions of this Agreement, the Pledgee under such other Security Document) upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee Administrative Agent hereunder, shall be applied to the payment of the Obligations as follows:. (i) first, to the payment of all amounts owing the Pledgee Administrative Agent of the type described in clauses (iiiii) and (iiiiv) of the definition of “"Obligations” in Section 1 hereof"; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e7.4(d) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e7.4(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 10.8(a) hereof, to the relevant Pledgor Assignor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (ix) “"Pro Rata Share” " shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor's Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) "Primary Obligations" shall mean in the case of the Credit Document Obligations, all principal of, and interest on, all Loans and (z) "Secondary Obligations" shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All Subject to the terms of the Intercreditor Agreement, upon the exercise of any of the remedies provided in the last paragraph of Section 11.01, all moneys collected by the Pledgee Administrative Agent or the Collateral Agent (or, to the extent any Security Document executed by a Loan Party requires proceeds of collateral thereunder to be applied in accordance with the provisions of this Agreement, the pledgee, assignee, mortgagee or other corresponding party under such Security Document) upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee Administrative Agent or the Collateral Agent hereunder (or, to the extent any Security Document executed by a Loan Party requires proceeds of collateral thereunder to be applied in accordance with the provisions of this Agreement, the pledgee, assignee, mortgagee or other corresponding party under such Security Document) upon any exercise of remedies hereunder, shall be applied applied, notwithstanding anything to the payment of the Obligations contrary in Sections 5.03(e) and 5.03(f), as follows: (i) first, to the payment of all amounts owing to the Pledgee Collateral Agent pursuant to any of the type described Loan Documents in clauses its capacity as such in respect of (iix) and the preservation of Collateral or its security interest in the Collateral or (iiiy) the exercise of any remedies provided in the definition last paragraph of “Obligations” in Section 1 hereof11.01; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid all amounts owing to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal any Agent pursuant to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share any of the amount remaining to be distributedLoan Documents in its capacity as such; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), to an amount equal to the outstanding Primary U.S. Loan Party Obligations shall be paid to the Secured Parties as provided in Section 11.02(e), with each Secured Party receiving an amount equal to its outstanding Primary U.S. Loan Party Obligations or, if the proceeds are insufficient to pay in full all such Primary U.S. Loan Party Obligations, its Pro Rata Share of the amount remaining to be distributed; (iv) fourth, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (iii), inclusive, to an amount equal to the outstanding Primary Obligations (including Primary Obligations which are also Canadian Loan Party Obligations) shall be paid to the Secured Parties as provided in Section 11.02(e), with each Secured Party receiving an amount equal to its outstanding Primary Obligations (including Primary Obligations which are also Canadian Loan Party Obligations) or, if the proceeds are insufficient to pay in full all such Primary Obligations (including Primary Obligations which are also Canadian Loan Party Obligations), its Pro Rata Share of the amount remaining to be distributed; (v) fifth, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (iv), inclusive, to an amount equal to the outstanding Secondary U.S. Loan Party Obligations shall be paid to the Secured Creditors Parties as provided in Section 9(e) hereof11.02(e), with each Secured Creditor Party receiving an amount equal to its outstanding Secondary U.S. Loan Party Obligations or, if the proceeds are insufficient to pay in full all such Secondary U.S. Loan Party Obligations, its Pro Rata Share of the amount remaining to be distributed; (vi) sixth, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (v), inclusive, to an amount equal to the outstanding Secondary Obligations (including Secondary Obligations which are also Canadian Loan Party Obligations) shall be paid to the Secured Parties as provided in Section 11.02(e), with each Secured Party receiving an amount equal to its outstanding Secondary Obligations (including Secondary Obligations which are also Canadian Loan Party Obligations) or, if the proceeds are insufficient to pay in full all such Secondary Obligations (including Secondary Obligations which are also Canadian Loan Party Obligations), its Pro Rata Share of the amount remaining to be distributed; (vii) seventh, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (vi), inclusive, to an amount equal to the outstanding Tertiary Obligations shall be paid to the Secured Parties as provided in Section 11.02(e), with each Secured Party receiving an amount equal to its outstanding Tertiary Obligations or, if the proceeds are insufficient to pay in full all such Tertiary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (ivviii) fourtheighth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iiivii), inclusive, and following the termination Discharge of this Agreement pursuant ABL Obligations, to Section 18 hereofthe extent that the Notes Agent shall have notified the Administrative Agent that the Discharge of Notes Obligations (as defined in the Intercreditor Agreement) has occurred, to the relevant Pledgor Loan Party, their successors or to whomever assigns, or as a court of competent jurisdiction may be lawfully entitled to receive such surplusotherwise direct or as otherwise required by the Intercreditor Agreement. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount

Application of Proceeds. (a) All moneys collected by the Pledgee upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing the Pledgee of the type described provided in clauses (iiiii) and (iiiiv) of the definition of “Obligations” Obligations contained in Section 1 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as defined below) shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share (as defined below) of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations (as defined below) shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i), (ii) through and (iii), inclusive, ) and following the termination of this Agreement pursuant to Section 18 19(a) hereof, to the relevant Pledgor or, to the extent directed by such Pledgor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “"Pro Rata Share” " shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor's Primary Obligations or Secondary Obligations, as the case may be, and the

Application of Proceeds. (a) All moneys collected by the ----------------------- Collateral Agent (or, to the extent the Pledge Agreement, any Mortgage or any Additional Security Document require proceeds of collateral under such other Security Document to be applied in accordance with the provisions of this Agreement, the Pledgee or Collateral Agent under such other Security Document) upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee Collateral Agent hereunder, shall be applied to the payment of the Obligations as follows:. (i) first, to the payment of all amounts owing the Pledgee Collateral Agent of the type described in clauses (iiiii) and (iiiiv) of the definition of “"Obligations” in Section 1 hereof"; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e7.4(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e7.4(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 10.8(a) hereof, to the relevant Pledgor Assignor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “"Pro Rata Share” " shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such

Application of Proceeds. (a) All moneys collected or other proceeds col lected by the Pledgee upon any sale or other disposition of the CollateralCollateral pursuant to the terms of this Agreement, together with all other moneys or other proceeds received by the Pledgee hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing to the Pledgee of the type described in clauses (iiiii) and (iiiiv) of the definition of “Obligations” in Section 1 hereofof this Agreement; (ii) second, to the extent moneys or other proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as hereinafter defined) shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations or, if the moneys or other proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share (as hereinafter defined) of the amount remaining to be distributed; (iii) third, to the extent moneys or other proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations (as hereinafter defined) shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the moneys or proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent moneys or proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 19(a) hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (ix) “"Pro Rata Share” " shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor's Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) "Primary Obligations" shall mean (i) in the case of the Credit Document Obligations, all principal of, and interest on, all Loans under the Credit Agreement, all Unpaid Drawings theretofore made (together with all interest accrued thereon), the aggregate Stated Amounts of all Letters of Credit issued (or deemed issued) under the Credit Agreement, and all Fees and (ii) in the case of the Other Obligations, all amounts due under the Interest Rate Protection or Other Hedging Agreements (other than indemnities, reasonable fees (including, without limitation, reasonable attorneys' fees) and similar obligations and liabilities) and (z) "Secondary Obligations" shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys collected by After the Pledgee upon any occurrence and during the continuance of an Event of Default, all amounts remitted to the Agent's Account in respect of the Borrower Obligations, including without limitation all Proceeds resulting from the sale or other disposition of the Collateral, together with all other moneys received by the Pledgee hereunder, Pledged Collateral shall be applied to by the payment of Agent in the Obligations as follows: (i) firstfollowing order and priority: FIRST, to the payment of all amounts owing advanced or expended by the Pledgee Agent and all costs and expenses incurred by the Agent in connection with the enforcement of the type described in clauses (ii) Secured Parties' rights and (iii) of remedies under the definition of “Obligations” in Section 1 hereof; (ii) secondProgram Documents; SECOND, to the extent proceeds remain funds are remaining after the application pursuant above application, to the preceding clause (i), an amount equal Lenders and the Secondary Lenders to the payment of all accrued and unpaid Yield on all outstanding Primary Obligations shall be paid Advances on a pro-rata basis according to the Secured Creditors as provided in Section 9(e) hereof, with amount of accrued Yield owing to each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) thirdLender and each Secondary Lender; THIRD, to the extent proceeds remain funds are remaining after the application pursuant to the preceding clauses (i) and (ii)above applications, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal Parties to its outstanding Secondary Obligations or, if the proceeds are insufficient payment of all fees payable under the Fee Letter on a pro rata basis according to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining of such fees owing to be distributedeach such Secured Party; and (iv) fourthFOURTH, to the extent proceeds remain funds are remaining after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereofabove applications, to the relevant Pledgor Lenders and the Secondary Lenders to the payment of the principal amount of each outstanding Advance on a pro-rata basis according to the amount of principal owing to each Lender and each Secondary Lender; FIFTH, to the extent funds are remaining after the above applications, to the Secured Parties to the payment of all other amounts payable to the Secured Parties pursuant to this Agreement and the other Program Documents on a pro rata basis according to the amounts owed to each such Secured Party. The Agent shall, after the final payment in full of all Advances and the occurrence of the Program Termination Date, remit the remaining excess Proceeds which it had received from the sale or disposition of the Pledged Collateral to whomever may be lawfully entitled to receive such surplusthe Borrower's Account. (b) For purposes of determining the application to be made of such monies and other cash proceeds by the Agent to other Secured Parties pursuant to this Agreement (i) “Pro Rata Share” SECTION 7.03, 52 the Agent may rely exclusively upon a certificate or other statement of such Secured Party, setting forth in reasonable detail the amount then owing to such Secured Party. The Agent shall meannot be liable for any application of funds in accordance with any certificate or direction delivered pursuant to this SECTION 7.03; PROVIDED, when calculating a Secured Creditor’s portion HOWEVER, that no application of funds in accordance with any certificate delivered pursuant to this SECTION 7.03 shall be deemed to restrict or limit the right of any distribution or amount, that amountparty to contest with the purported obligee its respective liability in respect of the amount set forth in such certificate.

Application of Proceeds. Following the occurrence and during the continuance of any Event of Default, all amounts received by Agent (a) All moneys collected by including amounts received from the Pledgee upon any Depository Account and proceeds from the sale or other disposition realization upon any of the Collateral, together with all other moneys received by the Pledgee hereunder), shall be applied to the payment of the Obligations as follows: (i) : first, to the payment of all amounts owing the Pledgee in full of the type described in clauses (ii) reasonable costs, expenses and (iii) attorneys’ fees and expenses incurred by Agent for collection and for acquisition, completion, protection, removal, storage, sale and delivery of the definition of “Obligations” in Section 1 hereof; (ii) Collateral; second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay payment in full all such Primary Obligations, its Pro Rata Share of any Protective Advances incurred in accordance with the amount remaining to be distributed; (iii) provisions of Section 11.3(b); third, to the extent proceeds remain after payment in full of interest due upon the application pursuant Revolving Facility Advances, pro rata to the preceding clauses (i) and (ii), an amount equal to the Revolving Lenders in accordance with their outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributedamounts; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination payment in full of all fees payable in connection with this Agreement pursuant to Section 18 hereofAgreement; fifth, to the relevant Pledgor or payment in full of the principal due upon the Revolving Facility Advances (including the undrawn amount of any issued and outstanding Letters of Credit), pro rata to whomever may the Revolving Lenders in accordance with their outstanding amounts, such amounts payable in respect of Revolving Facility Advances to be lawfully entitled further paid, in order of priority, (a) to receive such surplus. satisfy in full all outstanding Swingline Loans, (b) For purposes to satisfy in full all outstanding Revolving Advances and (c) to pay or cash collateralize in full all outstanding Letter of this Agreement (i) “Pro Rata Share” shall meanCredit Obligations; sixth, when calculating a Secured Creditor’s portion to the payment in full of the interest on any other Obligations, pro rata to the holders thereof in accordance with their outstanding amounts; and seventh, to the payment in full of any distribution or amountother Obligations, pro rata to the holders thereof in accordance with their outstanding amounts. If any deficiency shall arise, Loan Parties shall remain liable to Agent and the Lenders therefor. If it is determined by an authority of competent jurisdiction that amounta disposition by Agent did not occur in a commercially reasonably manner, Agent may obtain a deficiency judgment for the difference between the amount of the Obligation and the amount that a commercially reasonable sale would have yielded. Agent will not be considered to have offered to retain the Collateral in satisfaction of the Obligations unless Agent has entered into a written agreement with Loan Party to that effect.

Application of Proceeds. (a) All moneys collected by the Pledgee Administrative Agent, the Security Agent or any other Secured Creditor (x) upon any sale or other disposition of the CollateralCollateral or any portion thereof or any other enforcement of remedies under the Security Documents, (y) after acceleration of the Loans pursuant to Section 11.01 and (z) upon any distribution in connection with an insolvency or liquidation proceeding with respect to any Obligor, together with all other moneys received by the Pledgee Security Agent hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Security Agent, each Co-Collateral Agent and the Administrative Agent of the type described in clauses (iiiv), (v) and (iiivi) of the definition of “Secured Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid payment of all amounts owing to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share any Agent of the amount remaining to be distributedtype described in clauses (v) and (vi) of the definition of “Secured Obligations”; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 11.02(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e11.02(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and; (ivv) fourthfifth, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (iv), inclusive, an amount equal to the outstanding Tertiary Obligations shall be paid to the Secured Parties as provided in Section 11.02(e), with each Secured Party receiving an amount equal to its outstanding Tertiary Obligations or, if the proceeds are insufficient to pay in full all such Tertiary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (vi) sixth, to the extent proceeds remain after application pursuant to the preceding clauses (i) through (iiiv), inclusive, and following the termination of this Agreement pursuant to Section 18 hereofTermination Date, to the relevant Pledgor Obligor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations, Secondary Obligations or Tertiary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations, Secondary Obligations or Tertiary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, all principal of, premium, fees and interest on, all Loans, all Unpaid Drawings, the Stated Amount of all outstanding Letters of Credit and all Fees and (ii) in the case of the Hedging Obligations and Cash Management Obligations, all amounts due under each Secured Hedging Agreement that is a Qualified Secured Hedging Agreement and each Secured Cash Management Agreement that is a Qualified Secured Cash Management Agreement (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities); provided that such Primary Obligations in respect of such Qualified Secured Hedging Agreements and such Qualified Secured Cash Management Agreements shall not exceed an aggregate of £30,000,000 and (z) “Secondary Obligations” shall mean all Secured Obligations other than Primary Obligations and Tertiary Obligations.

Application of Proceeds. (a) All moneys monies collected by the Pledgee upon any sale or other disposition of the Pledged Collateral, through enforcement, realization hereunder or otherwise, together with all other moneys monies received by the Pledgee hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing to the Pledgee of the type described in clauses paragraphs (iib) and (iiic) of the definition of “Obligations” contained in Section 1 3 hereof; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as defined in paragraph (b) below) shall be paid to the Secured Creditors as provided in Section 9(e) hereof18(e), with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share (as defined in paragraph (b) below) of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations (as defined in paragraph (b) below) shall be paid to the Secured Creditors as provided in Section 9(e) hereof18(e), with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 27 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount

Application of Proceeds. (aThe proceeds realized by Agent from the sale of any Collateral made pursuant to Section 12.1(a) All moneys collected by hereof, shall, subject to the Pledgee upon any sale or other disposition provisions of the CollateralIntercreditor Agreement, together with all other moneys received by the Pledgee hereunder, shall be applied to the payment of the Obligations as follows: (i) : first, to the payment of all amounts owing the Pledgee costs, expenses and attorneys' fees and expenses actually incurred by Agent for collection and for acquisition, completion, protection, removal, storage, sale and delivery of the type described in clauses (ii) and (iii) of the definition of “Obligations” in Section 1 hereof; (ii) Collateral; second, to the extent proceeds remain after the application any fees then due to any Lender Party pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) hereto or under any Other Document; third, to interest on the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii)Term Loan A then accrued, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributedbut unpaid; and (iv) fourth, to the extent proceeds remain after principal of amount of the application pursuant Term Loan A then outstanding; fifth, to interest on the Term Loan B then accrued, but unpaid; sixth, to the preceding clauses (i) through (iii)principal of amount of the Term Loan B then outstanding; and, inclusivelastly, to all other Obligations then outstanding. If any deficiency shall arise, Borrowers shall remain liable to the Lender Parties therefor. If any surplus exists, such surplus shall be held by Agent as cash Collateral pending full payment and following the satisfaction of all Obligations and termination of this Agreement pursuant to Section 18 hereofAgreement, after which any remainder shall be returned to the relevant Pledgor Borrowing Representative except as otherwise provided in the Intercreditor Agreement or is otherwise then required under applicable law. Notwithstanding anything to whomever may the contrary contained herein, the Lien granted to the Agent for the benefit of the Term A Lenders shall be lawfully deemed to be separate and distinct from the Lien granted to the Agent for the benefit of the Term B Lenders, and to the extent that, under the foregoing provisions, the Term A Lenders are entitled to receive such surplus. (b) For purposes be paid from the proceeds of Collateral prior to the Term B Lenders, each of the parties hereto agrees that the priority provisions of this Agreement (i) “Pro Rata Share” Section 12.2 shall mean, when calculating be enforceable under Section 510 of the Bankruptcy Code as effecting a Secured Creditor’s portion subordination of any distribution or amount, that amountthe interests of the Term B Lenders to the Term A Lenders.

Application of Proceeds. (a) All moneys monies collected by the Pledgee Collateral Agent upon any sale or other disposition of the CollateralCollateral of each Credit Party, together with all other moneys monies received by the Pledgee hereunderAdministrative Agent or Collateral Agent under and in accordance with this Agreement and the other Credit Documents (except to the extent (i) such monies are for the account of the Administrative Agent or Collateral Agent only or (ii) released in accordance with the applicable provisions of this Agreement or any other Credit Document) and all distributions made in respect of the Collateral in any bankruptcy, insolvency, receivership or similar proceedings, shall be applied to the payment of the Secured Obligations in accordance as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent of the type described in clauses (iiiii) and (iiiiv) of the definition of “Secured Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Credit Document Obligations shall be paid to the Secured Creditors Lenders as provided in Section 9(e4.05(d) hereof, with each Secured Creditor Lender receiving an amount equal to such outstanding Primary Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Primary Credit Document Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Other Obligations shall be paid to the Secured Other Creditors as provided in Section 9(e4.05(d) hereof, with each Secured Other Creditor receiving an amount equal to its such outstanding Secondary Other Obligations or, if the proceeds are insufficient to pay in full all such Secondary Other Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereofand the Credit Documents in accordance with their terms, to the relevant Pledgor Credit Party or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) Agreement, “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Credit Document Obligations or Other Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Credit Document Obligations or Other Obligations, as the case may be.

Application of Proceeds. (a) All moneys collected received by the Pledgee Collateral Agent upon any sale or other disposition of any Collateral pursuant to the Collateralenforcement of any of the Shared Security Documents or the exercise of any of the remedial provisions thereof, together with all other moneys received by the Pledgee hereunderCollateral Agent hereunder or under the Shared Security Documents as a result of any such enforcement or the exercise of any such remedial provisions or as a result of any distribution of any Collateral upon the bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of the obligations and indebtedness of any Credit Party, or the application of any Collateral to the payment thereof or any distribution of the Collateral upon the liquidation or dissolution of any Credit Party, or the winding up of the assets or business of any Credit Party, or under the Mortgage Policies (if any) or otherwise payable under any Shared Security Documents, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing to the Pledgee Collateral Agent of the type described in clauses (iiv), (vi) and (iiivii) of the definition of “"Obligations” " and, thereafter, to all amounts owing to any Minimum Payment Guarantor of the type described in Section 1 hereofclause (v) of the definition of "Obligations"; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary First Priority Secured Obligations shall be paid to the Secured Creditors as provided in Section 9(e11(e) hereof, with each Secured Creditor receiving an amount equal to such its outstanding Primary First Priority Secured Obligations or, if the proceeds are insufficient to pay in full all such Primary First Priority Secured Obligations, its such Secured Creditor's Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Second Priority Secured Obligations shall be paid to the Secured Creditors as provided in Section 9(e11(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Second Priority Secured Obligations or, if the proceeds are insufficient to pay in full all such Secondary Second Priority Secured Obligations, its such Secured Creditor's Pro Rata Share of the amount remaining to be distributed; and; (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Third Priority Secured Obligations shall be paid to the Secured Creditors as provided in Section 11(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Third Priority Secured Obligations or, if the proceeds are insufficient to pay in full all such Third Priority Secured Obligations, such Secured Creditor's Pro Rata Share of the amount remaining to be distributed; (v) fifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iv), inclusive, an amount equal to the outstanding Fourth Priority Secured Obligations shall be paid to the Secured Creditors as provided in Section 11(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Fourth Priority Secured Obligations or, if the proceeds are insufficient to pay in full all such Fourth Priority Secured Obligations, such Secured Creditor's Pro Rata Share of the amount remaining to be distributed; (vi) sixth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (v), inclusive, an amount equal to the outstanding Fifth Priority Secured Obligations shall be paid to the Secured Creditors as provided in Section 11(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Fifth Priority Secured Obligations or, if the proceeds are insufficient to pay in full all such Fifth Priority Secured Obligations, such Secured Creditor's Pro Rata Share of the amount remaining to be distributed; and (vii) seventh, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (vi), inclusive, and following the termination of this Agreement pursuant to Section 18 17 hereof, to the relevant Pledgor respective Credit Party under its respective Shared Security Document, or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) “"Pro Rata Share” " shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor's First Priority Secured Obligations, Second Priority Secured Obligations, Third Priority Secured Obligations, Fourth Priority Secured Obligations or Fifth Priority Secured Obligations, as the case may be, and the denominator of which is the then outstanding amount of all First Priority Secured Obligations, Second Priority Secured Obligations, Third Priority Secured Obligations, Fourth Priority Secured Obligations or Fifth Priority Secured Obligations, as the case may be, (ii) "First Priority Secured Obligations" shall mean all principal of, interest on, and other amounts owing to the Secured Creditors with respect to the Protective Advances, if any, made by them in accordance with the requirements of Section 4(e) of this Agreement, (iii) "Second Priority Secured Obligations" shall mean, with respect to the Minimum Payment Obligations, all obligations pursuant to the Minimum Payment Guaranty Documents in respect of amounts advanced pursuant to one or more Minimum Payment Guaranties, and any indemnities, fees and expenses, enforcement costs (including reasonable attorneys' fees) and interest on such obligations in accordance with the terms of the relevant Minimum Payment Guaranty Documents, (iv) "Third Priority Secured Obligations" shall mean all principal of, and interest on, all loans under the Revolving Credit Agreement and the aggregate amount of all unpaid reimbursement obligations (together with all interest accrued thereon) with respect to letters of credit issued (or assumed) pursuant to the Revolving Credit Agreement, the aggregate undrawn amounts of all letters of credit issued pursuant to the Revolving Credit Agreement and all regularly accruing fees owing by the Company under the Revolving Credit Agreement as same relate to the foregoing extensions of credit or commitments in respect thereof, and all indemnities, fees and expenses, enforcement costs (including reasonable attorneys' fees) and interest on or relating to the foregoing obligations, extensions of credit or commitments in respect thereof, (v) "Fourth Priority Secured Obligations" shall mean all principal of, and accrued and unpaid interest on, the Senior Notes and (vi) "Fifth Priority Secured Obligations" shall mean all Obligations other than First Priority Secured Obligations, Second Priority Secured Obligations, Third Priority Secured

Application of Proceeds. (a) All moneys collected by the Pledgee Collateral Agent upon any sale or other disposition of the CollateralCollateral (and, to the extent either Pledge Agreement or any other Security Document requires proceeds of collateral under such other Security Document to be applied in accordance with the provisions of this Agreement, all monies collected by the Pledgee or collateral agent under such other Security Document upon any sale or other disposition of the collateral under any such Security Document), together with all other moneys received by the Pledgee hereunderCollateral Agent hereunder and under each other Security Document, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent of the type described in clauses (iiiii), (iv) and (iiiv) of the definition of “Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 9(e7.4(e) hereof, with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the such amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(e7.4(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the such amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 10.8(a) hereof, to the relevant Pledgor Assignor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) “Primary Obligations” shall mean (i) in the case of the Credit Document Obligations, all principal of, premium, fees and interest on, all Loans, all Unpaid Drawings, all contingent reimbursement obligations equal to the Stated Amount of all outstanding Letters of Credit and all Fees, and (ii) in the case of the Other Obligations, all amounts due under each Interest Rate Protection Agreement and each Other Hedging Agreement with an Other Creditor (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities) and (z) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) All moneys monies collected by the Pledgee Administrative Agent (whether received from the Pari Passu Collateral Agent or otherwise) upon any sale or other disposition of the CollateralCollateral of each Credit Party, together with all other moneys monies received by the Pledgee hereunderAdministrative Agent (whether received from the Pari Passu Collateral Agent or otherwise) under and in accordance with this Agreement and the other Credit Documents (including, without limitation, as a result of any distribution in respect of the Collateral in any bankruptcy, insolvency or similar proceeding) (except to the extent released in accordance with the applicable provisions of this Agreement or any other Credit Document), shall be applied to the payment of the Secured Obligations as follows: (i) first, to the payment of all amounts owing to the Pledgee Administrative Agent of the type described in clauses (iiiii) and (iiiiv) of the definition of “Secured Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the Secured Creditors Lenders as provided in Section 9(e5.05(d) hereof, with each Secured Lender Creditor receiving an amount equal to the outstanding Obligations owing to such outstanding Primary Obligations Lender Creditor or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Other Obligations shall be paid to the Secured Other Creditors as provided in Section 9(e5.05(d) hereof, with each Secured Other Creditor receiving an amount equal to its such outstanding Secondary Other Obligations owing to such Other Creditor or, if the proceeds are insufficient to pay in full all such Secondary Other Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereofand the Credit Documents in accordance with their terms, to the relevant Pledgor Credit Party or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (i) Agreement, “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Obligations or Other Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Obligations or Other Obligations, as the case may be.

Application of Proceeds. (a) All moneys collected At such intervals as may be agreed upon by the Pledgee upon Issuers and the Collateral Agent, or, if an Event of Default shall have occurred and be continuing, at any sale time at the Collateral Agent’s election, the Collateral Agent shall apply all or other disposition any part of the Proceeds constituting Collateral, together with all other moneys received by the Pledgee hereunderwhether or not held in any Collateral Account, shall be applied to the in payment of the Obligations as followsin the following order: (i) firstFirst, to the payment of all amounts owing the Pledgee pay incurred and unpaid fees and expenses and indemnities of the type described in clauses (ii) Collateral Agent and (iii) of the definition of “Obligations” in Section 1 hereofTrustee under the Note Documents; (ii) secondSecond, to the extent proceeds remain after the application pursuant to the preceding clause (i), an pro rata (based on the respective amounts of Obligations described in subclauses (x) and (y) below) to (x) the Trustee, based on the amount equal to of Obligations then outstanding under the outstanding Primary Obligations shall be paid to the Secured Creditors Indenture, for application as provided in Section 9(ethe Indenture and (y) hereofeach Authorized Representative, with each Secured Creditor receiving an amount equal to such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of based on the amount remaining of Obligations then outstanding under the Other Pari Passu Lien Agreement pursuant to be distributed;which it is acting as such, for application as provided in such Other Pari Passu Lien Agreement; and (iii) thirdThird, to the extent proceeds remain any balance of such Proceeds remaining after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall have been paid in full shall be paid over to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor Company or to whomever whomsoever may be lawfully entitled to receive the same. If, despite the provisions of this Section 5.4(a)(ii), any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Obligations to which it is then entitled in accordance with this Section 5.4(a), such surplusSecured Party shall hold such payment or recovery in trust for the benefit of all Secured Parties for distribution in accordance with this Section 5.4(a). (b) For purposes Each of the Secured Parties acknowledges and agrees that notwithstanding the date, time or creation of any Liens securing any of the Obligations under this Agreement or the Security Documents, the Obligations shall be equally and ratably secured by the Liens of this Agreement and the Security Documents and all Liens securing any of the Obligations (i) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion and any proceeds received from the enforcement of any distribution such Liens) shall be for the equal and ratable benefit of all Secured Parties and shall be applied as provided in clause (a) above. Each Secured Party, by its acceptance of the benefits hereunder and of the Security Documents, hereby agrees for the benefit of the other Secured Parties that, to the extent any additional or amountsubstitute collateral for any of the Obligations is delivered by a Grantor to or for the benefit of any Secured Party, that amountsuch collateral shall be subject to the provisions of this clause (b). (c) Each of the Secured Parties hereby agrees not to challenge or question in any proceeding the validity or enforceability of any Security Document (in each case as a whole or any term or provision contained therein) or the validity of any Lien or financing statement in favor of the Collateral Agent for the benefit of the Secured Parties as provided in this Agreement and the other Security Documents, or the relative priority of any such Lien.

Application of Proceeds. (a) All moneys collected by the Pledgee upon any sale or other disposition of the CollateralCollateral of each Pledgor, together with all other moneys received by the Pledgee hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts Obligations owing to the Pledgee of the type described provided in clauses (iivi), (vii) and (iiiviii) of the definition of “Obligations” Obligations in Section 1 I hereof;, (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations (as hereinafter defined) shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to such its outstanding Primary Obligations of such Pledgor or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share (as hereinafter defined) of the amount remaining to be distributed; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations (as hereinafter defined) shall be paid to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations of such Pledgor or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement (ix) “"Pro Rata Share” " shall mean, when calculating a Secured Creditor’s 's portion of any distribution or amount, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor's Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (y) "Primary Obligation" shall mean (i) in the case of the Credit Document Obligations, all Obligations arising out of or in connection with (including, without limitation, as obligor or guarantor, as the case may be) the principal of, and interest on, all Loans, all unreimbursed drawings or payments in respect of any letters of credit (together with all interest accrued thereon), and the aggregate stated amounts of all letters of credit issued under the Credit Agreement, and all regularly accruing fees, (ii) in the case of the HMH Note Obligations, all Obligations secured hereby arising out of or in connection with (including, without limitation, as obligor or guarantor, as the case may be) the principal of, and interest on, the HMH Notes, and all regularly accruing fees, (iii) in the case of the Senior Note Obligations, all Obligations secured hereby arising out of or in connection with (including, without limitation, as obligor or guarantor, as the case may be) the principal of, and interest on, the Senior Notes, and all regularly accruing fees, (iv) in the case of the Additional Debt Obligations, all Obligations secured hereby arising out of or in connection with (including, without limitation, as obligor or guarantor, as the case may be) the principal of, and interest on, the Additional Debt, and all regularly accruing fees, and (v) in the case of the Other Obligations, all Obligations arising out of or in connection with (including, without limitation, as a direct obligor or a guarantor, as the case may be) Interest Rate Protection Agreements or Other Hedging Agreements secured hereby (other than indemnities, fees (including, without limitation, attorneys' fees) and similar obligations and liabilities), and (z) "Secondary Obligations" shall mean all Obligations of such Pledgor secured hereby other than Primary Obligations.

Application of Proceeds. (a) All moneys collected by the Pledgee Collateral Agent upon any sale or other disposition of the any Grantor’s Collateral, together with all other moneys received by the Pledgee Collateral Agent hereunder, shall be applied to the payment of the Obligations as follows: (i) first, to the payment of all amounts owing the Pledgee Collateral Agent or the Custodian by such Grantor of the type described in clauses (ii), (iii) and (iiiiv) of the definition of “Secured Obligations” in Section 1 hereof”; (ii) second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid payment of all amounts owing to the Secured Creditors as provided in Section 9(e) hereof, with each Secured Creditor receiving an amount equal to Administrative Agent by such outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share Grantor of the amount remaining to be distributedtype described in clause (v) of the definition of “Secured Obligations”; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Primary Obligations of the respective Grantor shall be paid to the Secured Creditors as provided in Section 9(e8.04(e), with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations owed by the respective Grantor or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (iv) hereoffourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations of the respective Grantor shall be paid to the Secured Creditors as provided in Section 8.04(e), with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations owed by the respective Grantor or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (ivv) fourthfifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iiiiv), inclusive, and following the termination of this Agreement pursuant to Section 18 hereof10.08, to the relevant Pledgor respective Grantor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement Agreement, (ix) “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amountamount with respect to any Grantor, that amountamount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, of such Grantor and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, of such Grantor (y) “Primary Obligations” shall mean all principal of, premium, fees and interest on, all Tranche 1 Revolving Loans, all Tranche 1 Unpaid Drawings, the Stated Amount of all