Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. (a) To the fullest extent permitted by law, the proceeds of any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary of the type described in clauses (v), (vi) and (vii) of the definition of Obligations herein; (ii) second, to the extent Trust Property Proceeds of Trust Property remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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) to the Trustor or, to the extent directed by the Trustor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) above, the 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 Trust 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 Trust Property.

Application of Proceeds. (a) To the fullest extent permitted by law, the proceeds of any sale of, and the Rents and other 9.6.1 Any amounts generated by the holding, leasing, management, operation or other use of, each item required to be applied in cancellation of the Trust Property Available Facility and/or repayment of the Loan pursuant to this Deed of Trust Clause 9.1 (the "Trust Property Mandatory Prepayment From Excess Cash Flow) to Clause 9.5 (Mandatory Prepayments from Capital Event Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (ia) all such amounts required to be applied pursuant to Clause 9.5 (Mandatory Prepayment from Capital Event Proceeds) other than to the extent arising from the Incremental Amount shall be applied (x) first to the repayment of Loan then outstanding and (y) second to the extent any proceeds remain after application pursuant to clause (x), to the reduction of the Available Facility; (b) all such amounts not covered by clause (a) above, shall be applied (x) first, to the payment of all Obligations owing to the Beneficiary reduction of the type described in clauses (v), (vi) Available Facility and (vii) of the definition of Obligations herein; (iiy) second, to the extent Trust Property Proceeds of Trust Property any proceeds remain after the application pursuant to preceding clause (ix) (i.e. after the Available Facility has been reduced to zero), an amount equal to the outstanding Obligations secured by such item repayment of Trust Property shall be Loans then outstanding. 9.6.2 Any amounts paid to the Secured Creditors Agent in accordance with Clause 9.1 (Mandatory Prepayment from Excess Cash Flow) to Clause 9.5 (Mandatory Prepayment from Capital Event Proceeds) shall be: (a) retained in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured Prepayment Escrow Account pending any withdrawal permitted by such item any of Trust Property or, if the proceeds are insufficient to pay in full all such 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may bethose Clauses; and (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii) to the Trustor or, to the extent directed by the Trustor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes if no such right of this Agreementwithdrawal is available, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion of any distribution if it has ceased to be available or amount pursuant to clause (a) aboveif the Borrower so instructs the Agent, be retained in the amount (expressed Prepayment Escrow Account for application on one or more prepayment dates until such time as a percentage) equal to a fraction the numerator of which is the then outstanding amount such amounts have been applied in full in repayment of the relevant Obligations secured by the relevant item of Trust 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 Trust PropertyLoan in accordance with this Clause 9.6.

Application of Proceeds. (a) To Subject to the fullest extent permitted terms of the Intercreditor Agreement, all monies collected by law, the proceeds of Collateral Agent upon any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of, each item disposition of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") Collateral shall be applied by to the Beneficiary (or payment of the receiver, if one is appointed) Obligations as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent of the type described in clauses (v), (viii) and (viiiii) of the definition of Obligations hereinSection 1.1; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property (as defined below) constituting Second-Lien Obligations shall be paid to the Secured Creditors Debentureholders as provided in the manner provided below as their interests may appearSection 9(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 secured by such item of Trust Property 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 so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Secondary Obligations shall be paid to the Debentureholders as provided in Section 9(b) hereof, with each 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 directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 20 hereof, to the applicable Pledgor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "(x) “Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's Debentureholder’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of such Debentureholder’s Primary Obligations or Secondary Obligations, as the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor case may be, and the denominator of which is the then outstanding amount of all relevant Primary Obligations secured by or Secondary Obligations, as the relevant item of Trust Propertycase 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) To All moneys collected by ----------------------- the fullest Collateral Agent (or, to the extent permitted by lawthe 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 proceeds of Pledgee or Mortgagee under such other agreement) upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingCollateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent of the type described in clauses (v), (viiii) and (viiiv) of the definition of Obligations herein"Obligations"; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 7.4(f), with each Secured Creditor receiving an amount equal to its such outstanding Primary Obligations secured by such item of Trust 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 7.4(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 directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 10.9(a) hereof, to the Pledgor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, Agreement (x) "Pro Rata Share" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor's 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 secured by or Secondary Obligations, as the relevant item case may be, (y) "Primary Obligations" shall mean (i) in the case of Trust Propertythe 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. It is agreed that if an Event of Default shall occur and be continuing, any and all Proceeds of the relevant Granting Party’s Collateral (aas defined in the Credit Agreement) To the fullest extent permitted by law, the proceeds of any sale of, and the Rents and other amounts generated received by the holding, leasing, management, operation U.S. Collateral Agent (whether from the relevant Granting Party or other use of, each item otherwise) shall be held by the U.S. Collateral Agent for the benefit of the Trust Property pursuant to this Deed Secured Parties as collateral security for the Obligations of Trust the relevant Granting Party (whether matured or unmatured), and/or then or at any time thereafter may, in the "Trust Property Proceeds") shall sole discretion of the U.S. Collateral Agent, be applied by the Beneficiary (or the receiver, if one is appointed) U.S. Collateral Agent as follows: (ia) first, to the payment of all Obligations amounts owing the U.S. Collateral Agent for (i) any amounts advanced by the U.S. Collateral Agent in order to preserve the Beneficiary Collateral or preserve its security interest in the Collateral, (ii) in the event of the type described in clauses (v)enforcement of any indebtedness, (vi) 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 (viiiii) of all amounts paid to which the definition of Obligations hereinU.S. Collateral Agent has the right to reimbursement under subsection 9.4; (iib) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (ia), an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect all amounts owing to any Agent pursuant to any of the unpaid principal amount of LoansLoan Documents in its capacity as such; (c) third, New Senior Notes or Refinancing Senior Notes, as the case may be, second but subject to the payment provisions of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, following subclauses 6.5.6 and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; and (iii) third6.5.7, to the extent proceeds remain after the application pursuant to the preceding clauses (ia) and (ii) b), an amount equal to the Trustor outstanding Primary 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 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; (d) fourth, but subject to the provisions of the following subclauses 6.5.6 and 6.5.7, to the extent directed by proceeds remain after the Trustor application pursuant to the preceding clauses (a) through (c), an amount equal to the outstanding Primary 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 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 (h) eighth, to the extent proceeds remain after the application pursuant to the preceding clauses (a) through (g), inclusive, and following the termination of this Agreement, to the relevant Grantor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) above, the 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 Trust 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 Trust Property.

Application of Proceeds. (a1) To Subject to the fullest extent permitted claims, if any, of secured creditors of the Borrower, all Proceeds received by law, the proceeds Agent from and after the exercise of any sale ofrights arising under Section 9.2 shall be applied and distributed, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of, each item claims of the Trust Property pursuant to this Deed of Trust (Agent and the "Trust Property Proceeds") Lenders shall be deemed to have the relative priorities which would result in the Proceeds being applied by the Beneficiary (or the receiverand distributed, if one is appointed) as follows: (ia) first, to pay interest on and then principal of any portion of the Advances that the Agent may have advanced on behalf of any Lender for which the Agent has not then been reimbursed by such Xxxxxx or the Borrower; (b) second, to the payment of all costs and expenses (including fees of counsel) of the Agent in connection with enforcing the rights of the Lenders under this Agreement and under the applicable Documents, including compensation to the agents and counsel for the Agent, and all expenses, liabilities and advances incurred or made by the Agent in connection therewith; (c) third, to the payment of all of the Obligations consisting of accrued fees and interest; (d) fourth, except as set forth in clauses (a) through (c) above, to the payment of the outstanding Obligations owing to the Beneficiary of the type described in clauses (v)any Lender, (vi) and (vii) of the definition of Obligations herein; (ii) secondrateably, to the extent Trust Property Proceeds of Trust Property remain after the application pursuant to preceding clause (i)as set forth below, with an amount equal to the outstanding Obligations secured by such item of Trust Property shall be being paid to the Secured Creditors in Agent for the manner provided below as their interests may appearaccount of the Lenders and the Agent, with each Secured Creditor Lender and Agent receiving an amount equal to its outstanding Obligations secured by such item of Trust Property Obligations, or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share Rateable Portion of the amount so remaining to be distributed; and (e) fifth, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loanssurplus, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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) to the Trustor or, to the extent directed by the Trustor or a court of competent jurisdictionif any, to whomever may be lawfully entitled to receive such surplus. (b2) For purposes In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category, and (ii) each of this Agreement, "Pro Rata Share" the Agent and each Lender shall mean when calculating a Secured Creditor's portion receive an amount equal to its Rateable Portion of amounts available to be applied pursuant to Section 10.5(1)(c) and Section 10.5(1)(d). (3) If any payment to any Lender of its Rateable Portion of any distribution or would result in overpayment to such Lender, such excess amount pursuant shall instead be distributed in respect of the unpaid Obligations of the other Lenders, with each Lender whose Obligations have not been paid in full to clause (a) above, the receive an amount (expressed as a percentage) equal to such excess amount multiplied by a fraction the numerator of which is the then outstanding amount unpaid Obligations of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Lender and the denominator of which is the then outstanding amount unpaid Obligations of all relevant Obligations secured by the relevant item of Trust PropertyLenders entitled to such distribution.

Application of Proceeds. (a) To All moneys collected by the fullest Collateral Agent upon any sale or other disposition of the Collateral (or, to the extent permitted by lawthe Pledge Agreement or the Mortgages require proceeds of collateral thereunder to be applied in accordance with the provisions of this Agreement, the proceeds of any sale ofPledgee under the Pledge Agreement or the Mortgagee under such Mortgage), and the Rents together with all other moneys and other amounts generated properties distributed in connection with the Collateral received by the holdingCollateral Agent hereunder, leasingthereunder or otherwise, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary of Collateral Agent, the type described in clauses (v)Pledgee or the Mortgagee resulting from their acting as Collateral Agent, (vi) and (vii) of the definition of Obligations hereinPledgee or Mortgagee, respectively; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Non-Tranche 3 Secured Obligations secured by such item of Trust Property shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 7.4(e), with each Secured Creditor receiving an amount equal to its outstanding Non-Tranche 3 Secured Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Non-Tranche 3 Secured Obligations, its Pro Rata Share of the amount so remaining to be distributed, with any such amount to be applied in the case of applied, with respect to the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes 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, New Senior Notes or Refinancing Senior Notes, as the case may be) outstanding, second to the payment of principal of Loans (other than the Tranche 3 Revolving Loans and the Initial C Term Loans) outstanding, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally then to the other Credit Document Obligations (other than the Tranche 3 Obligations and the Initial Tranche C 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 Trustor outstanding Tranche 3 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 Tranche 3 Obligations or, if the proceeds are insufficient to pay in full all such Tranche 3 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), (ii) and (iii), an 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 10.9 hereof, to the relevant Assignor, to the extent directed by the Trustor 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, "Pro Rata Share" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor 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 relevant Non-Tranche 3 Secured Obligations, Tranche 3 Obligations secured by or Initial Tranche C Obligations, as the relevant item of Trust Propertycase may be.

Application of Proceeds. (a) To All moneys collected by the fullest Collateral Agent (or, to the extent permitted by lawthe 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 proceeds of Pledgee, collateral agent, mortgagee or trustee under such other Security Document) upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingCollateral Agent hereunder while any Event of Default exists and is continuing, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent of the type described in clauses (viii), (viiv) and (viiv) of the definition of Obligations herein"Obligations"; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), to the payment of all amounts owing to each Agent of the type described in clauses (v) (except to the extent already applied pursuant to preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share ) and (vi) of the amount so remaining to be distributed, with any such amount to be applied in the case definition of the Credit Document "Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor 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 directed by proceeds remain after the Trustor 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 7.4(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 (v) fifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iv), inclusive to the relevant Assignor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, (x) "Pro Rata SharePRO RATA SHARE" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor's 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 secured by or Secondary Obligations, as the relevant item case may be, (y) "PRIMARY OBLIGATIONS" shall mean (i) in the case of Trust Propertythe 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) To All moneys or other proceeds ----------------------- collected by the fullest extent permitted by law, the proceeds of Collateral Agent upon any sale ofor other disposition of the Collateral pursuant to the terms of this Agreement, and the Rents and together with all other amounts generated moneys or other proceeds received by the holdingCollateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by to the Beneficiary (or payment of the receiver, if one is appointed) Obligations as follows: (i) first, to the payment of all Obligations owing to the Beneficiary Collateral Agent of the type described in clauses (v), (vie) and (viif) of the definition Section 3.1 of Obligations hereinthis Agreement; (ii) second, to the extent Trust Property Proceeds of Trust Property moneys remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 3.12(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations secured by such item of Trust Property 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 so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; 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 Trustor outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 3.12(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 directed by moneys remain after the Trustor application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to 3.23(a) hereof, to the relevant Pledgor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, Agreement (x) "Pro Rata Share" shall mean mean, -------------- when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor's 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 secured by or Secondary Obligations, as the relevant item of Trust Property.case may be, (y) "Primary Obligations" shall mean collectively (i) in the ------------------- case of

Application of Proceeds. (a) To All monies collected by the fullest extent permitted by law, the proceeds of Pledgee upon any sale ofor other disposition of the Collateral of the Pledgor, and the Rents and together with all other amounts generated monies received by the holdingPledgee hereunder (except to the extent released in accordance with the applicable provisions of this Agreement or any other Credit Document), leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by to the Beneficiary (or payment of the receiver, if one is appointed) Obligations as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Pledgee of the type described in clauses (v), (viiii) and (viiiv) of the definition of Obligations hereinSection 1.1; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property (as defined below) constituting Credit Document Obligations shall be paid to the Secured Creditors Lenders as provided in the manner provided below as their interests may appearSection 9(d) hereof, with each Secured Creditor Lender receiving an amount equal to its such outstanding Primary Obligations secured by such item of Trust Property 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 so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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) ), inclusive, an amount equal to the Trustor outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to the extent directed by the Trustor or a court of competent jurisdictionpay in full all such Secondary Obligations, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "its Pro Rata Share" shall mean when calculating a Secured Creditor's portion Share of any distribution or amount pursuant to clause (a) above, the amount (expressed as a percentage) equal remaining to a fraction the numerator of which is the then outstanding amount of the relevant Obligations secured by the relevant item of Trust 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 Trust Property.be distributed; and

Application of Proceeds. (a) To Subject to any Intercreditor Agreement, the fullest extent permitted by law, Collateral Agent shall upon any exercise of remedies hereunder or under any Security Document apply the proceeds of any collection or sale ofof Collateral, and the Rents and together with all other amounts generated moneys, in each case received by the holdingAdministrative Agent or the Collateral Agent hereunder (or, leasing, management, operation or other use of, each item to the extent any Security Document executed by a Loan Party requires proceeds of the Trust Property pursuant collateral thereunder to this Deed of Trust (the "Trust Property Proceeds") shall be applied by in accordance with the Beneficiary (or provisions of this Agreement), including any Collateral consisting of cash, in the receiver, if one is appointed) as followsfollowing order of priority: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent or the Administrative Agent pursuant to any of the type described Loan Documents in clauses its capacity as such in respect of (v), x) the preservation of Collateral or its security interest in the Collateral or (viy) and (vii) with respect to enforcing the rights of the definition of Obligations hereinSecured Parties under the Loan Documents; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to all other amounts owing to the outstanding Obligations secured by such item of Trust Property shall be paid Administrative Agent or Collateral Agent pursuant to the Secured Creditors in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share any of the amount so remaining to be distributed, with any such amount to be applied Loan Documents in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, its capacity as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; andsuch; (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 Trustor outstanding 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 Parties as provided in clause (d) below, with each Secured Party receiving an amount equal to its outstanding Obligations 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 (iv) fourth, to the extent directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i) through (iii), inclusive, and following the payment in full of the Obligations and to the 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 Loan Party, their successors or assigns, or as a court of competent jurisdiction, to whomever 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) For purposes If any payment to any Secured Party pursuant to this Section 10.03 of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion its pro rata share of any distribution or would result in overpayment to such Secured Party, such excess amount pursuant 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 clause (a) above, the receive an amount (expressed as a percentage) equal to such excess amount multiplied by a fraction the numerator of which is the then outstanding amount unpaid Obligations of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Party and the denominator of which is the then 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 Section 10.03, the Collateral Agent shall be entitled to rely upon (i) 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 agree) 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 remain liable (as and to the extent set forth in the Loan Documents) to the extent of any deficiency between the amount of all relevant the proceeds of the Collateral and the aggregate amount of the Obligations secured of the Loan Parties. (f) It is understood and agreed by each Loan Party and each Secured Party that the relevant item 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 ABL Priority Collateral). Each Loan Party and each Secured Party also agrees that the Collateral 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 Trust Propertycompetent 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) To Subject to the fullest provisions of the Intercreditor Agreement (to the extent permitted it is operative), all proceeds collected by law, the proceeds of Collateral Agent upon any sale ofor other disposition of such Collateral of each Credit Party, together with all other proceeds received by the Collateral Agent under and in accordance with this Agreement and the Rents and other amounts generated by Credit Documents (except to the holdingextent released in accordance with the applicable provisions of this Agreement or any other Credit Document), leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or Facility Agent to the receiver, if one is appointed) payment of the Secured Obligations as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent or any other Agent of the type described in clauses (v), (viiii) and (viiiv) of the definition of Obligations herein“Secured Obligations”; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Credit Document Obligations secured by such item of Trust Property shall be paid to the Secured Lender Creditors as provided in the manner provided below as their interests may appearSection 4.05(d) hereof, with each Secured Lender Creditor receiving an amount equal to its such outstanding Credit Document ​ ​ -57- ​ ​ ​ Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Credit Document 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Other Obligations shall be paid to the Other Creditors as provided in Section 4.05(d) hereof, with each Other Creditor receiving an amount equal to such outstanding Other Obligations or, if the proceeds are insufficient to pay in full all such Other Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement, the Credit Documents, the Interest Rate Protection Agreements and the Other Hedging Agreements in accordance with their terms, to the relevant Credit Party or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "“Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor 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 relevant Credit Document Obligations secured by or Other Obligations, as the relevant item of Trust Propertycase may be.

Application of Proceeds. (a) To the fullest extent permitted by lawrequired pursuant to the ABL/Term Loan Intercreditor to be applied to Term Loan Claims (as defined in the ABL/Term Loan Intercreditor), the proceeds Administrative Agent shall promptly apply the proceeds, moneys or balances of any collection or sale ofof Collateral, and as well as any Collateral consisting of cash, in the Rents and other amounts generated by the holding, leasing, management, operation or other use of, each item following order of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as followspriority: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Administrative Agent or the Administrative Agent pursuant to any of the type described Loan Documents in clauses its capacity as such in respect of (v), x) the preservation of Collateral or its security interest in the Collateral or (viy) and (vii) with respect to enforcing the rights of the definition of Obligations hereinSecured Parties under the Loan Documents; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to preceding clause (i), to all other amounts owing to the Administrative Agent or Administrative Agent pursuant to any of the Loan Documents in its capacity as such; (iii) third, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (ii), to an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appearParties, with each Secured Creditor Party receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; and (iiiiv) thirdfourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and (ii) to following the Trustor orpayment in full of the Obligations, to the extent directed by the Trustor relevant Loan Party, their successors or assigns, or as a court of competent jurisdiction, to whomever 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, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion its pro rata share of any distribution or would result in overpayment to such Secured Party, such excess amount pursuant 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 clause (a) above, the receive an amount (expressed as a percentage) equal to such excess amount multiplied by a fraction the numerator of which is the then outstanding amount unpaid Obligations of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Party and the denominator of which is the then outstanding 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 as 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 the 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 all relevant the proceeds of the Collateral and the aggregate amount of the Obligations secured of the Loan Parties. (f) It is understood and agreed by each Loan Party that the relevant item Administrative Agent shall have no liability for any determinations made by it in this Section 5.02 except to the extent that any of Trust Propertythe 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) To (I) Subject to the fullest terms of the Intercreditor Agreement, all moneys collected by the Collateral Agent (or, to the extent permitted by lawthe 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 any sale ofcollateral thereunder, and which constitutes ABL Priority Collateral, to be applied in accordance with the Rents and provisions of this Agreement, the Pledgee under the Pledge Agreement or the collateral agent or mortgagee under such other amounts generated by the holdingSecurity Document) with respect thereto, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent of the type described in clauses (vii), (viiii) and (viiiv) of the definition of Obligations herein“Obligations”; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect all amounts owing to any Agent of the unpaid principal amount type described in clause (v) of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment definition of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document “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 Primary Obligations shall be paid to the Secured Creditors as provided in Section 7.4(e) hereof, with (x) 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, (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 Trustor orPrimary Obligations owing to such Lender Creditor by the Borrower and by the other Credit Parties; (iv) fourth, to the extent directed by proceeds remain after the Trustor application pursuant to 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 7.4(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; (v) fifth, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (iv), 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 10.8(a) hereof, to the relevant Assignor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) above, the 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 Trust 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 Trust Property.

Application of Proceeds. (a) To Subject to the fullest extent permitted terms of the Intercreditor Agreement, all monies collected by law, the proceeds of Pledgee upon any sale ofor other disposition of the Collateral pursuant to the terms of this Agreement, and the Rents and together with all other amounts generated monies received by the holdingPledgee hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary of the type described in clauses (v), (vi) and (vii) of the definition of Obligations herein; (ii) second, to the extent Trust Property Proceeds of Trust Property remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share Section 7.4 of the amount so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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) to the Trustor or, to the extent directed by the Trustor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplusU.S. Security Agreement. (b) For purposes of this Agreement, "Pro Rata Share" It is understood that (i) the Pledgors shall mean when calculating a Secured Creditor's portion remain jointly and severally liable to the extent of any distribution or amount pursuant to clause (a) above, deficiency between the amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding amount of the relevant Obligations secured by proceeds of the relevant item of Trust Property owed such Secured Creditor Collateral and the denominator of which is the then outstanding 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 relevant Obligations secured 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 ABL Priority Collateral), in each case except to the relevant item extent resulting from the gross negligence or willful misconduct of Trust Property.the Pledgee (as determined by a court of competent jurisdiction in a final and non-appealable decision). The parties also agree that the 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) To All moneys collected by the fullest extent permitted by law, the proceeds of Collateral Agent upon any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of, each item disposition of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") Collateral shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary Collateral Agent of the type described provided in clauses (v), (viii) and (viiiii) of the definition of Obligations hereinObligations; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appearCreditors, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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) and following the termination of this Mortgage pursuant to the Trustor orSection 7.12 hereof, to the extent directed Company or as required by the Trustor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplusapplicable law. (b) For purposes of this Agreement, Mortgage "Pro Rata Share" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor's Obligations and the denominator of which is the then outstanding amount of all relevant 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 secured 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 relevant item numerator of Trust Propertywhich 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) To All moneys collected by the fullest extent permitted by law, the proceeds of Administrative Agent upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingAdministrative Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Administrative Agent of the type described in clauses (vi), (viii), (iii) and (viiiv) of the definition of Obligations herein“Obligations” contained in Section 1 hereof; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property shall be paid to the Secured Creditors Creditors, as provided in the manner provided below as their interests may appearSection 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the such amount so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor 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 such amount remaining to be distributed; and (iv) fourth, to the extent directed by proceeds remain after the Trustor application pursuant to preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 20(a) hereof, to the relevant Grantor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "(x) “Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor’s 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 secured by or Secondary Obligations, as the relevant item 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 Trust Propertyall 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) To All monies collected by the fullest extent permitted by law, the proceeds of Pledgee upon any sale ofor other disposition of the Collateral of each Pledgor, and the Rents and together with all other amounts generated monies received by the holdingPledgee hereunder (except to the extent released in accordance with the applicable provisions of this Agreement or any other Credit Document), leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by to the Beneficiary (or payment of the receiver, if one is appointed) Obligations as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Pledgee of the type described in clauses (v), (viiii) and (viiiv) of the definition of Obligations hereinSection 1.1; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property (as defined below) constituting Credit Document Obligations shall be paid to the Secured Creditors Lenders as provided in the manner provided below as their interests may appearSection 9(d) hereof, with each Secured Creditor Lender receiving an amount equal to its such outstanding Primary Obligations secured by such item of Trust Property 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 so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor 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 directed by proceeds remain after the Trustor 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(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 (v) fifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iv), inclusive, and following the termination of this Agreement pursuant to Section 20 hereof, to the relevant Pledgor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "(x) “Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor’s 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 secured by or Secondary Obligations, as the relevant item case may be, (y) “Primary Obligations” shall mean (i) in the case of Trust Propertythe 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) To Following the fullest extent permitted occurrence and during the continuance of an Event of Default, all payments received on account of the Obligations, including all payments received by lawany Purchaser in respect of the Obligations, shall, subject to the proceeds terms of any sale ofapplicable intercreditor agreement, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (ia) first, to the payment of all that portion of the Obligations owing constituting fees, indemnities and other amounts (other than principal and interest) payable to the Beneficiary of Purchasers for the type Notes arising under the Financing Documents, ratably among the Purchasers in proportion to the respective amounts described in clauses this clause (v), (vii) and (vii) of the definition of Obligations hereinpayable to them; (iib) second, to payment of that portion of the extent Trust Property Proceeds of Trust Property 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 preceding the respective amounts described in this clause (i)ii) payable to them; (c) third, an amount equal to payment of that portion of the Obligations constituting unpaid principal of the Notes, ratably among the Purchasers in proportion to the outstanding Obligations secured by such item of Trust Property shall be paid respective amounts described in this clause (iii) payable to the Secured Creditors in the manner provided below as their interests may appearthem; (d) fourth, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment in full of interest in respect of all other Obligations relating to the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as in each case ratably among the case may be, second Purchasers for the Notes based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, respective amounts thereof then due and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may bepayable; and (iiie) thirdfinally, the balance, if any, after all Obligations have been Paid in Full, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii) to the Trustor or, to the extent directed Issuer or as otherwise required by the Trustor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplusLaw. (b) For purposes of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) above, the 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 Trust 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 Trust Property.

Application of Proceeds. (a) To All moneys collected by the fullest Collateral Agent (or, to the extent permitted by lawany 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 proceeds of pledgee or mortgagee under such other agreement) upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingCollateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent of the type described in clauses (v), (viiii) and (viiiv) of the definition of Obligations herein"Obligations"; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 7.4(f), with each Secured Creditor receiving an amount equal to its such outstanding Primary Obligations secured by such item of Trust 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 7.4(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 directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 10.9(a) hereof, to the applicable Pledgor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, Agreement (x) "Pro Rata Share" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor's 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 secured by or Secondary Obligations, as the relevant item case may be, (y) "Primary Obligations" shall mean (i) in the case of Trust Propertythe 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) To All moneys collected by the fullest Collateral Agent (or, to the extent permitted by lawthe Pledge Agreement or the Mortgage requires proceeds of collateral thereunder to be applied in accordance with the provisions of this Agreement, the proceeds of Pledgee or Collateral Agent, as the case may be, thereunder) upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingCollateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary Pledgee or the Collateral Agent of the type described in clauses (v), (viiii) and (viiiv) of the definition of Obligations herein"Obligations" contained in Article IX hereof; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property to the Secured Creditors shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appear, Section 7.4(c) with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share of the amount so remaining to be distributeddistributed to be applied, with any such amount respect to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first firstly to the payment of interest in respect of the unpaid principal amount of LoansLoans outstanding, New Senior Notes or Refinancing Senior Notes, as the case may be, second secondly to the payment of principal of LoansLoans outstanding, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally then to the other Credit Document 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) and following the termination of this Agreement pursuant to Section 10.9 hereof, to the Trustor relevant Assignor or, to the extent directed by the Trustor such Assignor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "Pro Rata Share" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the 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 Trust 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 Trust PropertyObligations.

Application of Proceeds. (a) To All moneys collected by the fullest extent permitted by law, Pledgee ----------------------- or the proceeds of Collateral Agent upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingPledgee or the Collateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary Pledgee or the Collateral Agent of the type described in clauses (v), (viiii) and (viiiv) of the definition of Obligations herein"Obligations" contained in Section 1 hereof; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property to the Secured Creditors shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appear, Section 9(c) with each Secured Creditor receiving an amount equal to its outstanding out standing Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share of the amount so --- ---- remaining to be distributeddistributed to be applied, with any such amount respect to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first firstly to the payment of interest in respect of the unpaid principal amount of LoansLoans outstanding, New Senior Notes or Refinancing Senior Notes, as the case may be, second secondly to the payment of principal of LoansLoans outstanding, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally then to the other Credit Document 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) and following the termination of this Agreement pursuant to Section 18 hereof, to the Trustor relevant Pledgor or, to the extent directed by the Trustor such Pledgor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "Pro Rata Share" shall mean mean, when --- ---- calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the 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 Trust 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 Trust PropertyObligations.

Application of Proceeds. (a) To The Administrative Agent shall apply any amounts received from the fullest extent permitted by law, Collateral Agent pursuant to Section 6.4 of the proceeds Guarantee and Collateral Agreement or any other comparable provision of any sale of, and other Security Document in the Rents and other amounts generated by the holding, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) 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 Obligations owing to the Beneficiary of the type described in clauses (v), (vi) and (vii) of the definition of Obligations hereinLoan Documents; (ii) secondto the Lenders, to pay incurred and unpaid fees and expenses of the extent Trust Property Proceeds Lenders under the Loan Documents (the amounts so applied to be distributed among the Lenders pro rata in accordance with the amounts of Trust Property remain after the application Obligations to be distributed pursuant to preceding this clause (iii) owed to them on the date of any such distribution), an amount equal ; (iii) to the Lenders, to pay any outstanding interest under the Loan Documents then due and owing and remaining unpaid (the amounts so applied to be distributed among the Lenders pro rata in accordance with the amounts of the Obligations secured by to be distributed pursuant to this clause (iii) owed to them on the date of any such item of Trust Property shall be paid distribution); (iv) to the Secured Creditors in the manner provided below as their interests may appearLenders, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay all other Obligations under the Loan Documents then due and owing and remaining unpaid (the amounts so applied to be distributed among the Lenders pro rata in full all such Obligations, its Pro Rata Share accordance with the amounts of the amount so remaining Obligations to be distributed, with distributed pursuant to this clause (iv) owed to them on the date of any such amount distribution); (v) to the Lenders, to prepay all other Obligations under the Loan Documents (the amounts so applied to be applied distributed among the Lenders pro rata in accordance with the case amounts of the Credit Document Obligations, Obligations to be distributed pursuant to this clause (v) owed to them on the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment date of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may beany such distribution); and (iiivi) third, 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 Borrowers or to the preceding clauses (i) and (ii) to the Trustor or, to the extent directed by the Trustor or a court of competent jurisdiction, to whomever whomsoever may be lawfully entitled to receive such surplusthe same. (b) For purposes of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) above, the 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 Trust 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 Trust Property.

Application of Proceeds. (a) To All moneys collected by the fullest extent permitted by law, Pledgee or the proceeds of Collateral Agent upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingPledgee or the Collateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary Pledgee or the Collateral Agent of the type described in clauses (v), (viiii) and (viiiv) of the definition of Obligations herein“Obligations” contained in Section 1 hereof; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property to the Secured Creditors shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 9(c), with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share of the amount so remaining to be distributeddistributed to be applied, with any such amount respect to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligationsfirstly, first to the payment of interest in respect of the unpaid principal amount of LoansLoans outstanding, New Senior Notes or Refinancing Senior Notessecondly, as the case may be, second to the payment of principal of LoansLoans outstanding, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally then to the other Credit Document 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) and following the termination of this Agreement pursuant to Section 18 hereof, to the Trustor relevant Pledgor or, to the extent directed by the Trustor such Pledgor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "“Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant to clause (a) aboveamount, the 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 Trust 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 Trust PropertyObligations.

Application of Proceeds. (a) To All moneys collected by the fullest Collateral Agent (or, to the extent permitted by lawthe 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 proceeds of Pledgee, the Mortgagee or Collateral Agent under such other Collateral Document) upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingCollateral Agent hereunder and under each other Collateral Document, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent of the type described in clauses (iv), (v), (vi) and (vii) of the definition of Obligations herein“Obligations”; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect all amounts owing to any Agent of the unpaid principal amount type described in clauses (vi) and (vii) of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment definition of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document “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 Trustor outstanding First Lien Primary 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 Primary Obligations or, if the proceeds are insufficient to pay in full all such First Lien Primary Obligations, its First Lien Creditor Pro Rata Share of the amount remaining to be distributed; (iv) fourth, to the extent directed by proceeds remain after the Trustor 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 10.8(a) hereof, to the relevant Assignor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (bi) For purposes of this Agreement, "“First Lien Creditor Pro Rata Share" ” shall mean mean, when calculating a Secured First Lien Creditor's ’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor 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 relevant First Lien Primary Obligations secured by or First Lien Secondary Obligations, as the relevant item of Trust Propertycase may be.

Application of Proceeds. (a) To Subject to the fullest provisions of the Intercreditor Agreement (to the extent permitted it is operative), all proceeds collected by law, the proceeds of Collateral Agent upon any sale ofor other disposition of such Collateral of each Credit Party, together with all other proceeds received by the Collateral Agent under and in accordance with this Agreement and the Rents and other amounts generated by Credit Documents (except to the holdingextent released in accordance with the applicable provisions of this Agreement or any other Credit Document), leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or Facility Agent to the receiver, if one is appointed) payment of the Secured Obligations as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent or any other Agent of the type described in clauses (v), (viiii) and (viiiv) of the definition of Obligations herein;“Secured Obligations”; ​ (56) ​ ​ ​ (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Credit Document Obligations secured by such item of Trust Property shall be paid to the Secured Lender Creditors as provided in the manner provided below as their interests may appearSection 4.05(d) hereof, with each Secured Lender Creditor receiving an amount equal to its such outstanding Credit Document Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Credit Document 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Other Obligations shall be paid to the Other Creditors as provided in Section 4.05(d) hereof, with each Other Creditor receiving an amount equal to such outstanding Other Obligations or, if the proceeds are insufficient to pay in full all such Other Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement, the Credit Documents, the Interest Rate Protection Agreements and the Other Hedging Agreements in accordance with their terms, to the relevant Credit Party or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "“Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor 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 relevant Credit Document Obligations secured by or Other Obligations, as the relevant item of Trust Propertycase may be.

Application of Proceeds. (a) To All moneys collected by the fullest extent permitted by law, the proceeds of Pledgee upon any sale ofor other disposition of the Collateral of each Pledgor, and the Rents and together with all other amounts generated moneys received by the holdingPledgee hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary Pledgee and the Secured Creditors of the type described provided in clauses (v), (vi) and (viivi) of the definition of Obligations hereinin Section 1 hereof; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property (as defined in Section 9(b) below) shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations secured by of such item of Trust Property 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 so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor 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 directed by proceeds remain after the Trustor 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 a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "Agreement (x) “Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Credit 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 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 by hereby arising out of or in connection with (including, without limitation, as obligor or guarantor, as the relevant item of Trust Property.case may be) the principal of, and interest on,

Application of Proceeds. (a) To All moneys collected by the fullest Collateral Agent (or, to the extent permitted by lawany other Security Document requires proceeds of collateral under such other Security Document to be applied in accordance with the provisions of this Agreement, the proceeds of pledgee or collateral agent under such other Security Document) upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingCollateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent of the type described in clauses (vii), (viiii) and (viiiv) of the definition of Obligations herein“Secured Obligations”; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item in respect of Trust Property interest (including post-petition interest) shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 6.04(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations secured by such item in respect of Trust Property interest (including post-petition interest) or, if the proceeds are insufficient to pay in full all such Primary Obligations 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 so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; and; (iiiiv) thirdfourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and through (ii) iii), an amount equal to the Trustor outstanding Secondary 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 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 (v) fifth, to the extent directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i) through (iv), inclusive, and following the termination of this Agreement pursuant to Section 9.08(a) hereof, to the relevant Assignor or a court of competent jurisdiction, 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, "(x) “Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor 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 secured by the relevant item of Trust Propertyother than Primary Obligations and Secured Obligations paid pursuant to (a)(i) hereof.

Application of Proceeds. (a) To All monies collected by the fullest extent permitted by law, the proceeds of Collateral Agent upon any sale ofor other disposition of the Collateral of each Credit Party, together with all other monies received by the Administrative Agent or Collateral Agent under and in accordance with this Agreement and the Rents and other amounts generated by Credit Documents (except to the holding, leasing, management, operation or other use of, each item extent (i) such monies are for the account of the Trust Property pursuant to Administrative Agent or Collateral Agent only or (ii) released in accordance with the applicable provisions of this Deed of Trust (the "Trust Property Proceeds") Agreement or any other Credit Document), shall be applied by to the Beneficiary (or payment of the receiver, if one is appointed) Secured Obligations in accordance as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent of the type described in clauses (v), (viiii) and (viiiv) of the definition of Obligations herein“Secured Obligations”; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Credit Document Obligations secured by such item of Trust Property shall be paid to the Secured Creditors Lenders as provided in the manner provided below as their interests may appearSection 4.05(d) hereof, with each Secured Creditor Lender receiving an amount equal to its such outstanding Credit Document Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Credit Document 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Other Obligations shall be paid to the Other Creditors as provided in Section 4.05(d) hereof, with each Other Creditor receiving an amount equal to such outstanding Other Obligations or, if the proceeds are insufficient to pay in full all such Other Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement and the Credit Documents in accordance with their terms, to the relevant Credit Party or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "“Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor 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 relevant Credit Document Obligations secured by or Other Obligations, as the relevant item of Trust Propertycase may be.

Application of Proceeds. (a) To Subject to any Intercreditor Agreement then in effect, the fullest extent permitted by law, Collateral Agent shall upon any exercise of remedies hereunder or under any Security Document apply the proceeds of any collection or sale ofof Collateral, and the Rents and together with all other amounts generated moneys, in each case received by the holdingAdministrative Agent, leasingthe Revolving Agent, managementthe Collateral Agent or Issuing Bank hereunder (or, operation or other use of, each item to the extent any Security Document executed by a Loan Party requires proceeds of the Trust Property pursuant collateral thereunder to this Deed of Trust (the "Trust Property Proceeds") shall be applied by in accordance with the Beneficiary (or provisions of this Agreement), including any Collateral consisting of cash, in the receiver, if one is appointed) as followsfollowing order of priority: (i) first, to the payment of all Obligations amounts owing to the Beneficiary 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 (v), x) the preservation of Collateral or its security interest in the Collateral or (viy) and (vii) with respect to enforcing the rights of the definition of Obligations hereinSecured Parties under the Loan Documents; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to preceding clause (i), to all other amounts owing to the Administrative Agent, the Revolving Agent, Collateral Agent or Issuing Bank pursuant to any of the Loan Documents in its capacity as such; (iii) third, to the extent proceeds remain after the application pursuant to preceding clauses (i) and (ii), an amount equal to the other outstanding Obligations secured by such item Loans and Obligations, in each case then due and payable (in each case, other than, for the avoidance of Trust Property 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 the manner provided below as their interests may appearclause (d) below, with each Secured Creditor secured party receiving an amount equal to its outstanding Obligations secured by such item of Trust Property as described above or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; and (iiiiv) thirdfourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and (ii) to following the Trustor orpayment in full in cash of all Obligations, to the extent directed by the Trustor relevant Loan Party, their successors and assigns, or as a court of competent jurisdiction, to whomever jurisdiction may be lawfully entitled to receive such surplusotherwise direct. (b) For purposes If any payment to any Secured Party pursuant to this Section 10.03 of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion its pro rata share of any distribution or would result in overpayment to such Secured Party, such excess amount pursuant 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 clause (a) above, the receive an amount (expressed as a percentage) equal to such excess amount multiplied by a fraction the numerator of which is the then outstanding amount unpaid Obligations of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Party and the denominator of which is the then 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 Section 10.03, the Collateral Agent shall be entitled to rely upon (i) 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 agree) 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 remain liable (as and to the extent set forth in the Loan Documents) to the extent of any deficiency between the amount of all relevant the proceeds of the Collateral and the aggregate amount of the Obligations secured of the Loan Parties. (f) It is understood and agreed by each Loan Party and each Secured Party that the relevant item of Trust PropertyCollateral Agent shall have no liability for any determinations made by it in this Section 10.03.

Application of Proceeds. (a) To the fullest extent permitted by law, The Collateral Agent shall apply the proceeds of any collection or sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of, each item of the Trust Property Collateral pursuant to this Deed Article V, including any Collateral consisting of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receivercash, if one is appointed) as follows: (i) first: FIRST, to the payment of all Obligations owing to costs and expenses incurred by, and all indemnity and fee obligations owed to, the Beneficiary 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 (v), (vi) and (vii) connection with the exercise of the definition of Obligations herein; (ii) secondany right or remedy hereunder or under any other Credit Document; SECOND, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i)FIRST, an amount equal to the outstanding Primary Obligations secured by such item of Trust Property shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 5.02(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations secured by such item of Trust 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; and (iii) thirdTHIRD, to the extent proceeds remain after the application pursuant to the preceding clauses (i) FIRST and (ii) SECOND, inclusive, an amount equal to the Trustor outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 5.02(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 FOURTH, to the extent directed by proceeds remain after the Trustor application pursuant to the preceding clauses FIRST through THIRD, inclusive, and following the termination of the security interests created pursuant to this Agreement in accordance with the express provisions of Section 7.13(a) hereof, to the relevant GRANTOR or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "(x) “Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor’s 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 secured by or Secondary Obligations, as the relevant item case may be, (y) “Primary Obligations” shall mean (i) in the case of Trust Propertythe 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) To All moneys or other proceeds collected by the fullest extent permitted by law, the proceeds of Collateral Agent upon any sale ofor other disposition of or realization upon the Pledged Collateral after an Event of Default pursuant to the terms of this Pledge Agreement, and the Rents and together with all other amounts generated moneys or other proceeds received by the holdingCollateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied to the payment of the Secured Obligations secured by the Beneficiary (such Pledged Collateral, moneys or the receiver, if one is appointed) proceeds as follows: (i) first, to the payment of all Secured Obligations owing to the Beneficiary Collateral Agent or the Collateral Custodian, as the case may be, of the type described in clauses (ve), (vif) and (viig) of the definition Section 3 of Obligations hereinthis Pledge Agreement; (ii) second, to the extent Trust Property Proceeds of Trust Property moneys remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appear, accordance with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share Section 2.01 of the amount so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may beIntercreditor Agreement; and (iii) third, to the extent proceeds moneys remain after the application pursuant to the preceding clauses (i) and (ii), and following termination of this Pledge Agreement pursuant to Section 22(a) to the Trustor orhereof, to the extent directed by the Trustor relevant Pledgor or a court of competent jurisdiction, 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 Section 20, the Collateral Agent shall be entitled to rely upon (i) the Administrative Agent, as Authorized Representative under the Credit Agreement, "Pro Rata Share" shall mean when calculating and (ii) the Note Trustee, as Authorized Representative under the Indenture, for a Secured Creditor's portion of any distribution or amount pursuant to clause determination (a) abovewhich the Administrative Agent, the amount (expressed as a percentage) equal Note Trustee and the Secured Parties agree to a fraction the numerator of which is the then outstanding amount provide upon request of the relevant Collateral Agent), of the outstanding Secured Obligations secured by owed to the relevant item respective Secured Parties. (d) Each Pledgor irrevocably waives the right to direct the application of Trust Property owed such Secured Creditor payments and proceeds and acknowledges and agrees that the denominator Collateral Agent shall have the continuing and exclusive right to apply and reapply any and all such proceeds in the Collateral Agent’s sole discretion, notwithstanding any entry to the contrary upon any of which is the then outstanding amount of all relevant Obligations secured by the relevant item of Trust Propertyits books and records.

Application of Proceeds. (a) To Subject to the fullest extent permitted by lawterms of the Intercreditor Agreement and any other intercreditor agreement, the Collateral Agent may apply all or any part of Proceeds constituting Collateral and any proceeds of any sale ofthe guarantee set forth in Section 2, in payment of the Obligations, and shall make any such application in the Rents following order: First, to pay incurred and other amounts generated by unpaid reasonable, out-of-pocket fees and expenses of the holdingCollateral Agent and the Trustee under the Indenture, leasingthe Notes and the Security Documents and of any Additional Pari Passu Agent under any Additional Pari Passu Debt Documents; Second, managementto (x) the Trustee, operation 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 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 use of, each item recovery in excess of its portion of payments on account of the Trust Property pursuant Obligations to which it is then entitled in accordance with this Deed Section 6.6(a), such Secured Party shall hold such payment or recovery in trust for the benefit of Trust all Secured Parties for distribution in accordance with this Section 6.6(a). (b) Notwithstanding the "Trust Property Proceeds"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) shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: that (i) first, such series of Additional Pari Passu Lien Obligations is unenforceable under applicable law or is subordinated to the payment any other obligations (other than another series of all Obligations owing to the Beneficiary of the type described in clauses (vObligations), (viii) and (vii) such series of Additional Pari Passu Lien Obligations does not have an enforceable security interest in any of the definition Collateral and/or (iii) any intervening security interest exists securing any other obligations (other than another series of Obligations) on a basis ranking prior to the security interest of such series of Additional Pari Passu Lien Obligations but junior to the security interest of any other series of Obligations herein; (ii) second, any such condition referred to in the extent Trust Property Proceeds of Trust Property remain after the application pursuant to preceding 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 extent necessary so that the effects of such Impairment are borne solely by the holders of such series of Pari Passu Lien Obligations secured by subject to such item Impairment. Notwithstanding the foregoing, with respect to any Collateral for which a third party (other than a holder of Trust Property shall be paid another series of Obligations) has a Lien or security interest that is junior in priority to the Secured Creditors in the manner provided below security interest of any series of Obligations but senior (as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured determined by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share of the amount so remaining to be distributed, with any such amount to be applied appropriate legal proceedings in the case of any dispute) to the Credit Document Obligationssecurity interest of the holder of any other series of Obligations (such third party, an “Intervening Creditor”), the New Senior Notes Obligations and value of any Collateral or proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Refinancing Senior Notes Obligations, first Collateral or proceeds to the payment of interest be distributed in respect of the unpaid principal amount series of Loans, New Senior Notes Obligations with respect to which such Impairment exists. (c) Each of the Secured Parties hereby agrees not to challenge or Refinancing Senior Notes, 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 case may be, second to validity of any Lien or financing statement in favor of the payment Collateral Agent for the benefit of principal of Loans, New Senior Notes or Refinancing Senior Notes, the Secured Parties as the case may be, provided in this Agreement and finally to the other Credit Document ObligationsSecurity Documents, New Senior Notes Obligations or Refinancing Senior Notes Obligationsthe relative priority of any such Lien. In making the determination and allocations required by this Section 6.6, as the case Collateral Agent may be; and (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses 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) the applicable Additional Pari Passu Agent as to the Trustor or, amounts of unpaid principal and interest and other amounts outstanding with respect to such Additional Pari Passu Lien Obligations and the extent directed by the Trustor or a court of competent jurisdiction, Collateral Agent shall have no liability to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) above, the 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 Trust Property owed Secured Parties for actions taken in reliance on such Secured Creditor and the denominator of which is the then outstanding amount of all relevant Obligations secured by the relevant item of Trust Propertyinformation.

Application of Proceeds. (a) To Subject to the fullest extent permitted terms of the Secondary Intercreditor Agreement, all monies collected by law, the proceeds of Pledgee upon any sale ofor other disposition of the Collateral of each Pledgor, and the Rents and together with all other amounts generated monies received by the holdingPledgee hereunder (except to the extent released in accordance with the applicable provisions of this Agreement or any other Credit Document), leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by to the Beneficiary (or payment of the receiver, if one is appointed) Obligations as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Pledgee of the type described in clauses (v), (viii) and (viiiii) of the definition of Obligations hereinSection 1.1; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property (as defined below) constituting Credit Document Obligations shall be paid to the Secured Creditors Lenders as provided in the manner provided below as their interests may appearSection 9(d) hereof, with each Secured Creditor Lender receiving an amount equal to its such outstanding Primary Obligations secured by such item of Trust Property 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 so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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) ), inclusive, an amount equal to the Trustor outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to the extent directed by the Trustor or a court of competent jurisdictionpay in full all such Secondary Obligations, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "its Pro Rata Share" shall mean when calculating a Secured Creditor's portion Share of any distribution or amount pursuant to clause (a) above, the amount (expressed as a percentage) equal remaining to a fraction the numerator of which is the then outstanding amount of the relevant Obligations secured by the relevant item of Trust 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 Trust Property.be distributed; and

Application of Proceeds. (a) To All monies collected by the fullest extent permitted by law, the proceeds of Pledgee upon any sale ofor other disposition of the Collateral of each Pledgor, and the Rents and together with all other amounts generated monies received by the holdingPledgee hereunder (except to the extent released in accordance with the applicable provisions of this Agreement or any other Credit Document), leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by to the Beneficiary (or payment of the receiver, if one is appointed) Obligations as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Pledgee of the type described in clauses (v), (viiii) and (viiiv) of the definition of Obligations hereinSection 1.1; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item (as defined below) constituting Credit Document Obligations (other than any Credit Document Obligations in respect of Trust Property the Tranche B Loans) shall be paid to the Secured Creditors Lenders as provided in the manner provided below as their interests may appearSection 9(d) hereof, with each Secured Creditor Lender receiving an amount equal to its such outstanding Primary Obligations secured by such item constituting Credit Document Obligations (other than any Credit Document Obligations in respect of Trust Property the Tranche B Loans) or, if the proceeds are insufficient to pay in full all such ObligationsPrimary Obligations 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 so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor 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 directed by proceeds remain after the Trustor 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(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 (v) fifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iv), inclusive, and following the termination of this Agreement pursuant to Section 20 hereof, to the relevant Pledgor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "(x) “Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor’s 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 secured by or Secondary Obligations, as the relevant item case may be, (y) “Primary Obligations” shall mean (i) in the case of Trust Propertythe 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) To All monies collected by the fullest extent permitted by law, the proceeds of Pledgee upon any sale ofor other disposition of the Collateral of each Pledgor, and the Rents and together with all other amounts generated monies received by the holdingPledgee hereunder (except to the extent released in accordance with the applicable provisions of this Agreement or any other Credit Document), leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by to the Beneficiary (or payment of the receiver, if one is appointed) Obligations as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Pledgee of the type described in clauses (v), (viii) and (viiiii) of the definition of Obligations hereinSection 1.1; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property (as defined below) constituting Credit Document Obligations shall be paid to the Secured Creditors Lenders as provided in the manner provided below as their interests may appearSection 9(d) hereof, with each Secured Creditor Lender receiving an amount equal to its such outstanding Primary Obligations secured by such item of Trust Property 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 so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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) ), inclusive, an amount equal to the Trustor outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9(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 directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 20 hereof, to the relevant Pledgor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "(x) “Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor’s 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 secured by or Secondary Obligations, as the relevant item of Trust Propertycase 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) To Any payments with respect to the fullest extent permitted by law, the proceeds of Undivided Interest received at any sale of, and the Rents and other amounts generated time by the holding, leasing, management, operation Owner Lessor or other use of, each item the Facility Lessee from any Governmental Authority or from insurance proceeds as a result of the Trust Property pursuant to this Deed occurrence of Trust (the "Trust Property Proceeds") an Event of Loss shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (ia) firstall such payments received at any time by the 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 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 Facility Lessee's obligation to pay such amount if not already paid by the Facility Lessee or, if already paid by the Facility Lessee, shall be applied to reimburse the Facility Lessee for its payment of all Obligations owing such amount; and (c) the 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 Beneficiary Facility pursuant to Section 10.1(b), any insurance proceeds received by the Owner Lessor, the Lease Indenture Trustee or the Facility Lessee as a result of the type occurrence of an Event of Loss described in clauses clause (v), i) or (vi) and (viiii) of the definition of Obligations herein; (ii) second, to the extent Trust Property Proceeds Event of Trust Property remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property Loss shall be paid to the Secured Creditors applied as provided in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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) to the Trustor or, to the extent directed by the Trustor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplusSection 11.7. (b) For purposes of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) above, the 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 Trust 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 Trust Property.

Application of Proceeds. (a) To All monies collected by the fullest extent permitted by lawPledgee upon any sale or other disposition of the Collateral of each Pledgor and any other collateral under any other Security Document (including, without limitation, the proceeds Vessel Mortgage, Assignments of any sale ofEarnings, and the Rents and Assignments of Insurance, together with all other amounts generated monies received by the holdingPledgee hereunder 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), leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by to the Beneficiary (or payment of the receiver, if one is appointed) Obligations as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Pledgee of the type described in clauses (v), (viiii) and (viiiv) of the definition of Obligations hereinSection 1.1; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property (as defined below) constituting Credit Document Obligations shall be paid to the Secured Creditors Lenders as provided in the manner provided below as their interests may appearSection 9(d) hereof, with each Secured Creditor Lender receiving an amount equal to its such outstanding Primary Obligations secured by such item of Trust Property 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 so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor 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 directed by proceeds remain after the Trustor 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(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 (v) fifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iv), inclusive, and following the termination of this Agreement pursuant to Section 20 hereof, to the relevant Pledgor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "(x) “Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor's 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 secured by or Secondary Obligations, as the relevant item case may be, (y) “Primary Obligations” shall mean (i) in the case of Trust Propertythe 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) To All moneys collected by the fullest Collateral Agent upon any sale or other disposition of the Collateral (and, to the extent permitted by law, 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 ofor other disposition of the collateral under any such Security Document), and the Rents and together with all other amounts generated moneys received by the holdingCollateral Agent hereunder and under each other Security Document, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent of the type described in clauses (viii), (viiv) and (viiv) of the definition of Obligations herein“Obligations”; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 7.4(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the such amount so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Secondary 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 Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of such amount remaining to be distributed; and (iv) fourth, to the extent directed by proceeds remain after the Trustor application pursuant to preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 10.8(a) hereof, to the relevant Assignor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "(x) “Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor’s 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 secured by or Secondary Obligations, as the relevant item case may be, (y) “Primary Obligations” shall mean (i) in the case of Trust Propertythe 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) To All moneys or other proceeds collected by the fullest extent permitted by law, the proceeds of Collateral Agent upon any sale ofby it or other disposition of or realization upon the Collateral after an Event of Default pursuant to the terms of this Security Agreement, and the Rents and together with all other amounts generated moneys or other proceeds received by the holdingCollateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied to the payment of the Secured Obligations secured by the Beneficiary (such Collateral, moneys or the receiver, if one is appointed) proceeds as follows: (i) first, to the payment of all Secured Obligations owing to the Beneficiary Collateral Agent of the type described in clauses (ve), (vif) and (viig) of the definition Section 2 of Obligations hereinthis Security Agreement; (ii) second, to the extent Trust Property Proceeds of Trust Property moneys remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appear, accordance with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share Section 2.01 of the amount so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may beIntercreditor Agreement; and (iii) third, to the extent proceeds moneys remain after the application pursuant to the preceding clauses (i) and (ii), and following termination of this Security Agreement pursuant to Section 17(a) to the Trustor orhereof, to the extent directed by the Trustor relevant Obligor or a court of competent jurisdiction, 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 Section 15, the Collateral Agent shall be entitled to rely upon (i) the Administrative Agent, as Authorized Representative under the Credit Agreement, "Pro Rata Share" shall mean when calculating and (ii) the Note Trustee, as Authorized Representative under the Indenture, for a Secured Creditor's portion of any distribution or amount pursuant to clause determination (a) abovewhich the Administrative Agent, the amount (expressed as a percentage) equal Note Trustee and the Secured Parties agree to a fraction the numerator of which is the then outstanding amount provide upon request of the relevant Collateral Agent), of the outstanding Secured Obligations secured by owed to the relevant item respective Secured Parties. (d) Each Obligor irrevocably waives the right to direct the application of Trust Property owed such Secured Creditor payments and proceeds and acknowledges and agrees that the denominator Collateral Agent shall have the continuing and exclusive right to apply and reapply any and all such proceeds in the Collateral Agent’s sole discretion, notwithstanding any entry to the contrary upon any of which is the then outstanding amount of all relevant Obligations secured by the relevant item of Trust Propertyits books and records.

Application of Proceeds. (a) To the fullest extent permitted by lawThe proceeds from any sale, the proceeds of any sale oflease, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of, each item of the Trust Property disposition made pursuant to this Deed Mortgage, or the proceeds from the surrender of Trust (any insurance policies pursuant hereto, or any Rents collected by Lender from the "Trust Property Proceeds") Property, or the Reserve Funds or sums received pursuant to Section 7 hereof, or proceeds from insurance which Lender elects to apply to the Debt pursuant to Section 3 hereof, shall be applied by Lender to the Beneficiary (or Debt in the receiver, if one is appointed) as follows: following order and priority: (i) first, to the payment of all Obligations owing to expenses of advertising, selling, and conveying the Beneficiary of the type described in clauses (v)Property or part thereof, (vi) and (vii) of the definition of Obligations herein; and/or prosecuting or otherwise collecting Rents, proceeds, premiums or other sums including reasonable attorneys’ fees; (ii) to that portion, if any, of the Debt with respect to which no person or entity has personal or entity liability for payment (the “Exculpated Portion”), and with respect to the Exculpated Portion as follows: first, to accrued but unpaid interest, second, to matured principal, and third, to unmatured principal in inverse order of maturity; (iii) to the remainder of the Debt as follows: first, to the remaining accrued but unpaid interest, second, to the extent Trust Property Proceeds of Trust Property remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment matured portion of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may beDebt, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; and (iii) third, to prepayment of the extent proceeds remain after unmatured portion, if any, of principal of the application pursuant Debt applied to installments of principal in inverse order of maturity; (iv) the preceding clauses (i) and (ii) to the Trustor orbalance, if any or to the extent directed by applicable, remaining after the Trustor full and final payment of the Debt to the holder or beneficiary of any inferior liens covering the Property, if any, in order of the priority of such inferior liens (Lender shall hereby be entitled to rely exclusively on a court of competent jurisdictioncommitment for title insurance issued to determine such priority); and (v) the cash balance, if any, to whomever may Borrower. The application of proceeds of sale or other proceeds as otherwise provided herein shall be lawfully entitled deemed to receive such surplus. (b) For purposes of this Agreement, "Pro Rata Share" shall mean when calculating be a Secured Creditor's portion of any distribution or amount pursuant to clause (a) above, the amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding amount payment of the relevant Obligations secured by Debt like any other payment. The balance of the relevant item Debt remaining unpaid, if any, shall remain fully due and owing in accordance with the terms of Trust Property owed such Secured Creditor the Note and the denominator of which is the then outstanding amount of all relevant Obligations secured by the relevant item of Trust Propertyother Loan Documents.

Application of Proceeds. (a) To After deducting from said insurance proceeds all of its actual, out-of-pocket expenses incurred in the fullest extent permitted by lawcollection and administration of such sums, including reasonable attorneys’ fees actually incurred, Agent shall apply the net proceeds of any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation Major Casualty or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as followsany part thereof: (i) firstupon the written request of Grantor (which request shall set forth in reasonably sufficient detail that each of the following conditions have been satisfied), towards the restoration of the Collateral, provided that the following conditions (the “Restoration Conditions”) are met to the payment reasonable satisfaction of all Obligations owing Agent: (a) in Agent’s reasonable judgment, the Collateral can, with diligent restoration, be returned to a condition at least equal to the Beneficiary condition thereof that existed prior to the casualty within 60 days prior to the Maturity Date; provided however that this condition shall not apply in the event that (i) a new Appraisal of the type described Property in clauses (v), (vi) and (viiits then current condition is delivered pursuant to Section 4.2(c) of the definition of Obligations herein; Credit Agreement, (ii) second, to the extent Trust Property Proceeds of Trust Property remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share a forward looking calculation of the amount so remaining to be distributed, with any such amount to be applied in the case Adjusted Net Operating Income of the Credit Document ObligationsProperty for the immediately succeeding four (4) fiscal quarters, on a Pro Forma Basis taking into account the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect then current condition of the unpaid principal amount of LoansProperty, New Senior Notes or Refinancing Senior Notesis mutually agreed upon by Grantor and Agent, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; and (iii) third, MG Borrower shall have delivered a Borrowing Base Certificate to Agent which Borrowing Base Certificate shall be calculated using the extent proceeds remain after the application information determined pursuant to the immediately preceding clauses (i) and (ii) and (iv) based on the Borrowing Base calculated in the Borrowing Base Certificate delivered pursuant to the Trustor orimmediately preceding clause (iii), to Borrowers is in compliance with Section 2.6(b) of the extent directed by the Trustor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplusCredit Agreement. (b) For no Event of Default exists; (c) all necessary Governmental Approvals can be obtained to allow the rebuilding and reoccupancy of the Collateral; (d) there are sufficient sums available (through net proceeds and contributions by Grantor), for restoration or repair; and (e) the amount of such proceeds (other than business interruption insurance proceeds) is not greater than $100,000,000; or (ii) if the Restoration Conditions are not satisfied within 90 days following a Major Casualty, to the payment of the Obligations, whether or not due and as provided in Section 11.4 of the Credit Agreement or for any other purposes or objects for which Agent is expressly entitled to advance or apply funds under the Loan Documents; all without affecting the Lien of this AgreementSecurity Instrument, "Pro Rata Share" and any balance of such moneys then remaining shall mean when calculating a Secured Creditor's portion be paid to Grantor or whomever may be legally entitled thereto. Agent and Lenders shall not be held responsible for any failure to collect any insurance proceeds due under the terms of any distribution or amount pursuant to clause (a) above, the amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding amount policy regardless of the relevant Obligations secured by the relevant item cause of Trust 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 Trust Propertyfailure.

Application of Proceeds. (a) To All moneys collected by the fullest Collateral Agent under this Security Agreement (or, to the extent permitted by lawany pledge agreement requires proceeds of Collateral under such agreement to be applied in accordance with the provisions of this Security Agreement, the proceeds of Collateral Agent under such other agreement) upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingCollateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent of the type described in clauses (v), (viiii) and (viiiv) of the definition of Obligations herein“Secured Obligations”; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 10(c) hereof, with each Secured Creditor receiving an amount equal to its such outstanding Primary Obligations secured by such item of Trust 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 10(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 directed by proceeds remain after the Trustor or a court application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of competent jurisdictionthis Security Agreement pursuant to Section 17 hereof, to whomever such Grantor or to whoever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "Security Agreement (i) “Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor’s 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 secured by or Secondary Obligations, as the relevant item case may be, (ii) “Primary Obligations” shall mean (A) in the case of Trust Propertythe Term Loan Agreement Obligations, all principal of, and interest on, all Loans and all unreimbursed drawings under the Letter of Credit (together with all interest accrued thereon), and the aggregate undrawn face amounts of the Letter of Credit issued under the Term Loan Agreement and (B) in the case of the Other Obligations, all amounts due under the Interest Rate Agreements and Other Hedging Agreements (other than indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities) and (iii) “Secondary Obligations” shall mean all Secured Obligations other than Primary Obligations.

Application of Proceeds. (a) To Subject to the fullest terms of (and to the extent permitted not otherwise inconsistent with) the Intercreditor Agreement, all moneys collected by lawthe Second-Lien Collateral Agent upon any sale or other disposition of the Collateral (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 proceeds of any sale ofPledgee under the Pledge Agreement or the collateral agent under such other Security Document), and the Rents and together with all other amounts generated moneys received by the holdingSecond-Lien Collateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary Pledgee or the Second-Lien Collateral Agent of the type described in clauses (viii), (viiv) and (viiv) of the definition of Obligations herein“Obligations”; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect all amounts owing to any Agent of the unpaid principal amount type described in clauses (v) and (vi) of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment definition of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document “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 Trustor 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; (iv) fourth, to the extent directed by proceeds remain after the Trustor or a court application pursuant to the preceding clauses (i) and (ii) and (iii), an amount equal to the outstanding Secondary 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 Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of competent jurisdictionthe amount remaining to be distributed; and (v) fifth, to whomever the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iv), inclusive, and following the termination of this Agreement pursuant to Section 10.8(a) hereof, to the relevant Assignor or to whoever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "Agreement (x) “Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor’s 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 secured by or Secondary Obligations, as the relevant item of Trust Propertycase may be, (y) “Primary Obligations” shall mean, with respect to the Credit Document Obligations, all principal of, and interest on, all Second-Lien Loans under the Second-Lien Credit Agreement and all Fees and (z) “Secondary Obligations” shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) To All monies collected by the fullest extent permitted Administrative Agent upon any sale or other disposition of the Collateral of each Credit Party, together with all other monies received by lawthe Administrative Agent under and in accordance with this Agreement and the other Credit Documents (including, the proceeds without limitation, as a result of any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of, each item distribution in respect of the Trust Property pursuant Collateral in any bankruptcy, insolvency or similar proceeding) (except to the extent released in accordance with the applicable provisions of this Deed of Trust (the "Trust Property Proceeds") Agreement or any other Credit Document), shall be applied by to the Beneficiary (or payment of the receiver, if one is appointed) Secured Obligations as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Administrative Agent of the type described in clauses (v), (viiii) and (viiiv) of the definition of Obligations herein“Secured Obligations”; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Secured Obligations secured by such item of Trust Property constituting fees, interest, reimbursable expenses and indemnities shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 4.05(d) hereof, with each Secured Creditor receiving an amount equal to its the outstanding amount of such Secured Obligations secured by owing to such item of Trust Property Secured Creditor, or, if the proceeds are insufficient to pay in full all such Secured 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Secured Obligations constituting principal and other amounts shall be paid to the Secured Creditors as provided in Section 4.05(d) hereof, with each Secured Creditor receiving an amount equal to the outstanding amount of such Secured Obligations owing to such Secured Creditor, or, if the proceeds are insufficient to pay in full all such Secured Obligations, its Pro Rata Share of the amount remaining to be distributed; (iv) fourth, to the extent directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement and the Credit Documents in accordance with their terms, to the relevant Credit Party or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "“Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor’s Secured Obligations and the denominator of which is the then outstanding amount of all relevant Obligations secured by the relevant item of Trust PropertySecured Obligations.

Application of Proceeds. (a) To All moneys collected by the fullest extent permitted by law, the proceeds of Pledgee upon any sale ofor other disposition of the Collateral pursuant to the terms of this Agreement, and the Rents and together with all other amounts generated moneys received by the holdingPledgee hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary Pledgee of the type described in clauses (v), (viiii) and (viiiv) of the definition Section 1 of Obligations hereinthis Agreement; (ii) second, to the extent Trust Property Proceeds of Trust Property moneys remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property (as defined below) shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 9(e), with each Secured Creditor receiving an amount equal to its the outstanding Primary Obligations secured by such item of Trust Property 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 so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Secondary Obligations (as defined below) shall be paid to the Secured Creditors as provided in Section 9(e), 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 directed by moneys remain after the Trustor application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 18(b), to the Pledgor or a court of competent jurisdiction, 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, (i) "Pro Rata Share" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the amount (expressed as a percentage) equal to a fraction fraction, the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor's 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 secured 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 relevant item Pledgor under the New Credit Agreement and (y) in the case of Trust Propertythe 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) To All moneys collected by the fullest extent permitted by law, the proceeds of Administrative Agent upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingAdministrative Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Administrative Agent by the Pledgor of the type described in clauses (vii), (viiii) and (viiiv) of the definition of Obligations herein“Secured Obligations”; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect all amounts owing to the Administrative Agent by the Pledgor of the unpaid principal amount type described in clause (v) of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment definition of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document “Secured 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 Trustor outstanding Primary Obligations of the Pledgor shall be paid to the Secured Parties as provided in Section 6.04(c), with each Secured Party receiving an amount equal to its outstanding Primary Obligations owed by the 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; (iv) fourth, to the extent directed proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations of the Pledgor shall be paid to the Secured Parties as provided in Section 6.04(c) hereof, with each Secured Party receiving an amount equal to its outstanding Secondary Obligations owed by the Trustor 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 (v) fifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iv), inclusive, and following the termination of this Agreement pursuant to Section 8.08 hereof, to the Pledgor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "(x) “Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's Party’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Party’s 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 secured by or Secondary Obligations, as the relevant item case may be, (y) “Primary Obligations” shall mean all principal of Trust Propertyall Reimbursement Obligations, together with all fees and interest (including, without limitation, all interest that accrue after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition fees or interest is allowed in any such proceeding), in respect of Letters of Credit and (z) “Secondary Obligations” shall mean all Secured Obligations other than Primary Obligations.

Application of Proceeds. (a) To All moneys collected by the fullest Collateral Agent (or, to the extent permitted by lawthe Pledge Agreement, the Mortgages or the 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 ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingCollateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent of the type described in clauses (v), (viiii) and (viiiv) of the definition of Obligations herein"Obligations"; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 7.4(e) hereof, with each Secured Creditor receiving an amount equal to its such outstanding Primary Obligations secured by such item of Trust 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Secondary 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 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 directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 10.8(a) hereof, to the relevant Assignor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, Agreement (x) "Pro Rata Share" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor's 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 secured by or Secondary Obligations, as the relevant item case may be, (y) "Primary Obligations" shall mean (i) in the case of Trust Propertythe Credit Document Obligations, all principal of, and interest on, all Loans, all Unpaid Drawings and all Fees and (ii) in the case of the Other Obligations, all amounts due under the Interest Rate Protection Agreements entitled to the benefits of this 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) To All moneys collected by the fullest Collateral Agent (or, to the extent permitted by lawthe 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 proceeds of Pledgee under such other Security Document) upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingCollateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows:. (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent of the type described in clauses (v), (viiii) and (viiiv) of the definition of Obligations herein"Obligations"; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 7.4(e) hereof, with each Secured Creditor receiving an amount equal to its such outstanding Primary Obligations secured by such item of Trust 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Secondary 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 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 directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 10.8(a) hereof, to the relevant Assignor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, Agreement (x) "Pro Rata Share" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor's 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 secured by or Secondary Obligations, as the relevant item case may be, (y) "Primary Obligations" shall mean (i) in the case of Trust Propertythe Credit Document Obligations, all principal of, and interest on, all Loans, all Unpaid Drawings and all Fees and (ii) in the case of the Other Obligations, all amounts due under such 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) To Subject to any Intercreditor Agreement, the fullest extent permitted by law, Collateral Agent shall upon any exercise of remedies hereunder or under any Security Document apply the proceeds of any collection or sale ofof Collateral, and the Rents and together with all other amounts generated moneys, in each case received by the holdingAdministrative Agent or the Collateral Agent hereunder (or, leasing, management, operation or other use of, each item to the extent any Security Document executed by a Loan Party requires proceeds of the Trust Property pursuant collateral thereunder to this Deed of Trust (the "Trust Property Proceeds") shall be applied by in accordance with the Beneficiary (or provisions of this Agreement), including any Collateral consisting of cash, in the receiver, if one is appointed) as follows: following order of priority: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent or the Administrative Agent pursuant to any of the type described Loan Documents in clauses its capacity as such in respect of (v), x) the preservation of Collateral or its security interest in the Collateral or (viy) and (vii) with respect to enforcing the rights of the definition of Obligations herein; Secured Parties under the Loan Documents; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to all other amounts owing to the outstanding Obligations secured by such item of Trust Property shall be paid Administrative Agent or Collateral Agent pursuant to the Secured Creditors in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share any of the amount so remaining to be distributed, with any such amount to be applied Loan Documents in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, its capacity as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may besuch; and (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (ii), to an amount equal to the outstanding 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 Parties as provided in clause (d) below, with each Secured Party receiving an amount equal to its outstanding Obligations 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 (iiiv) to the Trustor orfourth, to the extent directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i) through (iii), inclusive, and following the payment in full of the Obligations and to the 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 Loan Party, their successors or assigns, or as a court of competent jurisdiction, to whomever 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) For purposes If any payment to any Secured Party pursuant to this Section 10.03 of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion its pro rata share of any distribution or would result in overpayment to such Secured Party, such excess amount pursuant 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 clause (a) above, the receive an amount (expressed as a percentage) equal to such excess amount multiplied by a fraction the numerator of which is the then #4848-1207-1386 150 (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 Section 10.03, the Collateral Agent shall be entitled to rely upon (i) 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 agree) 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 remain liable (as and to the extent set forth in the Loan Documents) to the extent of any deficiency between the amount of the relevant Obligations secured by proceeds of the relevant item of Trust Property owed such Secured Creditor Collateral and the denominator of which is the then outstanding aggregate amount of all relevant the Obligations secured of the Loan Parties. (f) It is understood and agreed by each Loan Party and each Secured Party that the relevant item 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 ABL Priority Collateral). Each Loan Party and each Secured Party also agrees that the Collateral 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 Trust Property.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. ARTICLE XI ADMINISTRATIVE AGENT Section

Application of Proceeds. (a) To Subject to the fullest extent permitted by lawABL/Term Loan Intercreditor 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 ofof Collateral, and the Rents and together with all other amounts generated moneys, in each case received by the holdingAdministrative Agent or the Collateral Agent hereunder (or, leasing, management, operation or other use of, each item to the extent any Security Document executed by a Loan Party requires proceeds of the Trust Property pursuant collateral thereunder to this Deed of Trust (the "Trust Property Proceeds") shall be applied by in accordance with the Beneficiary (or provisions of this Agreement), including any Collateral consisting of cash, in the receiver, if one is appointed) as followsfollowing order of priority: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent or the Administrative Agent pursuant to any of the type described Loan Documents in clauses its capacity as such in respect of (v), x) the preservation of Collateral or its security interest in the Collateral or (viy) and (vii) with respect to enforcing the rights of the definition of Obligations hereinSecured Parties under the Loan Documents; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to preceding clause (i), to all other amounts owing to the Administrative Agent or Collateral Agent pursuant to any of the Loan Documents in its capacity as such; (iii) third, to the extent proceeds remain after the application pursuant to preceding clauses (i) and (ii), an amount equal to the other outstanding Loans and Obligations secured by such item (including any Prepayment Fees), in each case then due and payable (in each case, other than, for the avoidance of Trust Property 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 the manner provided below as their interests may appearclause (d) below, with each Secured Creditor secured party receiving an amount equal to its outstanding Obligations secured by such item of Trust Property as described above or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; and; (iiiiv) thirdfourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and (ii) to following the Trustor orpayment in full in cash of all Obligations, to the extent directed by the Trustor relevant Loan Party, their successors and assigns, or as a court of competent jurisdiction, to whomever jurisdiction may be lawfully entitled to receive such surplusotherwise direct. (b) For purposes If any payment to any Secured Party pursuant to this Section 10.03 of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion its pro rata share of any distribution or would result in overpayment to such Secured Party, such excess amount pursuant 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 clause (a) above, the receive an amount (expressed as a percentage) equal to such excess amount multiplied by a fraction the numerator of which is the then outstanding amount unpaid Obligations of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Party and the denominator of which is the then unpaid Obligations of all Secured Parties entitled to such distribution. (c) Subject to the terms of the ABL/Term Loan Intercreditor 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 Section 10.03, the Collateral Agent shall be entitled to rely upon the Administrative Agent for a determination (which the Administrative Agent and each other Secured Party agrees (or shall agree) 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 remain liable (as and to the extent set forth in the Loan Documents) to the extent of any deficiency between the amount of all relevant the proceeds of the Collateral and the aggregate amount of the Obligations secured of the Loan Parties. (f) It is understood and agreed by each Loan Party and each Secured Party that the relevant item of Trust PropertyCollateral Agent shall have no liability for any determinations made by it in this Section 10.03.

Application of Proceeds. (a) To Subject to the fullest extent permitted by lawIntercreditor Agreements, the Notes Collateral Agent shall apply the proceeds of any collection or sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of, each item of the Trust Property Collateral pursuant to this Deed Article V, including any Collateral consisting of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receivercash, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to costs and expenses incurred by, and all indemnity and fee obligations owed to, the Beneficiary Notes Collateral Agent in connection with such collection or sale or otherwise in connection with, or pursuant to, this Agreement, any other Notes Collateral Document or any of the type described Notes Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Notes Collateral Agent hereunder or under any other Notes Collateral Document on behalf of any Grantor and any other costs or expenses incurred in clauses (v), (vi) and (vii) connection with the exercise of the definition of Obligations hereinany right or remedy hereunder or under any other Notes Collateral Document; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Notes Obligations secured by such item of Trust Property shall be paid to the Secured Creditors Parties as provided in the manner provided below as their interests may appearSection 5.02(d) hereof, with each Secured Creditor Party receiving an amount equal to its outstanding Notes Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Notes Obligations, its Pro Rata Share (as defined below) of the amount so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 through (ii), inclusive, and following the termination of the security interests created pursuant to this Agreement in accordance with the express provisions of Section 7.13(a) to the Trustor orhereof, to the extent directed by the Trustor relevant Grantor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "“Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's Parties’ portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Party’s Notes Obligations and the denominator of which is the then outstanding amount of all relevant Obligations secured by the relevant item of Trust PropertyNotes Obligations.

Application of Proceeds. (a) To All moneys collected by the fullest extent permitted by law, the proceeds Collateral Agent upon any sale or other disposition of any sale ofGrantor’s Collateral, and the Rents and together with all other amounts generated moneys received by the holdingCollateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent or the Custodian by such Grantor of the type described in clauses (vii), (viiii) and (viiiv) of the definition of Obligations herein“Secured Obligations”; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect all amounts owing to the Administrative Agent by such Grantor of the unpaid principal amount type described in clause (v) of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment definition of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document “Secured 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 Trustor outstanding Primary 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 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) fourth, to the extent directed 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 Trustor 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 (v) fifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iv), inclusive, and following the termination of this Agreement pursuant to Section 10.08, to the respective Grantor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "(x) “Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant with respect to clause (a) aboveany Grantor, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor 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 relevant Primary Obligations secured by or Secondary Obligations, as the relevant item case may be, of Trust Property.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 outstanding Tranche 1 Letters of Credit and all fees and (z) “Secondary Obligations” shall mean all Secured Obligations other than Primary Obligations. Back to Contents

Application of Proceeds. (a) To the fullest extent permitted by law, the proceeds of any sale of, and the Rents and other amounts generated by the holding, leasing, Amended and Restated Deed to Secure Debt — Bxxx County, GA management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust To Secure Debt (the "“Trust Property Proceeds"”) shall be applied by the Beneficiary Grantee (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary Grantee of the type described in clauses (vvii), (viviii), (ix), (x) and (viixi) of the definition of Obligations herein; (ii) second, to the extent Trust Property Proceeds of Trust Property remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Applicable Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appear, with (x) each Secured Creditor receiving an amount equal to its outstanding Applicable Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Applicable Obligations, its Pro Rata Share of the amount so remaining to be distributed, with any such amount to be applied 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 finally (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) to the Trustor Grantor or, to the extent directed by the Trustor Grantor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "“Pro Rata Share" ” shall mean when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant to clause (a) above, the 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 Trust 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 Trust Property.

Application of Proceeds. (a) To After the fullest extent permitted by lawoccurrence of an Event of Default, the proceeds of any sale of, and the Rents and other all amounts generated received by the holdingAgent in respect of the Borrower Obligations, leasing, management, operation including all Proceeds resulting from the sale or other use of, each item disposition of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") Assigned Collateral received shall be applied by the Beneficiary (or Agent in the receiver, if one is appointed) as follows: (i) firstfollowing order and priority: First, to the payment of all Obligations owing to amounts advanced or expended by the Beneficiary Agent and all costs and expenses incurred by the Agent in connection with the enforcement of the type described in clauses (v), (vi) Secured Parties' rights and (vii) of remedies under the definition of Obligations herein; (ii) secondProgram Documents; Second, to the extent Trust Property Proceeds of Trust Property remain funds are remaining after the application pursuant to preceding clause (i)above application, an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such 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 New Senior Notes Obligations Lender and the Refinancing Senior Notes Obligations, first Secondary Lenders to the payment of interest in respect of all accrued and unpaid Yield on all outstanding Advances on a pro-rata basis according to the unpaid principal amount of Loansaccrued Yield owing to the Lender and Secondary Lender; Third, New Senior Notes or Refinancing Senior Notesto the extent funds are remaining after the above applications, as to the case may be, second Secured Parties to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as all fees payable under the case may be, and finally Fee Letter on a pro rata basis according to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may beamount of such fees owing to each Secured Party; and (iii) thirdFourth, to the extent proceeds remain funds are remaining after the application pursuant above applications, to the preceding clauses (i) Lender and (ii) the Secondary Lenders to the Trustor orpayment of the principal amount of each outstanding Advance on a pro-rata basis according to the amount of principal owing to the Lender and each Secondary Lender; Fifth, to the extent directed by funds are remaining after the Trustor or a court of competent jurisdictionabove applications, to whomever may be lawfully entitled the Secured Parties to receive such surplusthe 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 Secured Party. The Agent shall, after the final payment in full of all Advances and all other Borrower Obligations, remit the remaining excess Proceeds which it had received from the sale or disposition of the Assigned Collateral to the Borrower's Account. (b) For purposes of determining the application to be made of such monies and other cash proceeds by the Agent to the Lender and the Secondary Lenders pursuant to Section 7.03(a), the Agent may rely exclusively upon a certificate or other statement the Lender or such Secondary Lender, as the case may be, setting forth in reasonable detail the Lender's and such Secondary Lender's amount then owing to the Lender and such Secondary Lender, as the case may be. The Agent shall not be liable for any application of funds in accordance with any certificate or direction delivered pursuant to this AgreementSection 7.03; provided, "Pro Rata Share" however, that no application of funds in accordance with any certificate delivered pursuant to this Section 7.03 shall mean when calculating a Secured Creditor's portion be deemed to restrict or limit the right of any distribution or amount pursuant party to clause (a) above, contest with the purported obligee its respective liability in respect of the 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 Trust Property owed set forth in such Secured Creditor and the denominator of which is the then outstanding amount of all relevant Obligations secured by the relevant item of Trust Propertycertificate.

Application of Proceeds. (a) To All moneys collected by the fullest Collateral Agent (or, to the extent permitted by lawthe 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 proceeds of pledgee or collateral agent under such other Security Document) upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingCollateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent of the type described in clauses (viii), (viiv) and (viiv) of the definition of Obligations herein“Secured Obligations”; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item in respect of Trust Property interest (including post-petition interest) shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 7.04(f) hereof, with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations secured by such item in respect of Trust Property interest (including post-petition interest) or, if the proceeds are insufficient to pay in full all such Primary Obligations 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 7.04(f) 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 so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; and; (iiiiv) thirdfourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and through (ii) iii), an amount equal to the Trustor outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 7.04(f) 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 (v) fifth, to the extent directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i) through (iv), inclusive, and following the termination of this Agreement pursuant to Section 11.08(a) hereof, to the relevant Assignor or a court of competent jurisdiction, 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 7.04(g). 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, "(x) “Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor 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 (i) in the case of the Secured Credit Document Obligations, all principal of, premium and interest on, all Loans and L/C Disbursements and all Fees and (ii) in the case of the Secured 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 Secured Obligations secured by the relevant item of Trust Propertyother than Primary Obligations and Secured Obligations paid pursuant to Section 7.04(a)(i) hereof.

Application of Proceeds. (a) To Subject to the fullest Intercreditor Agreement, all moneys collected by the Collateral Agent (or, to the extent permitted by lawthe 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 proceeds of Pledgee, under, and as defined in, the Pledge Agreement or collateral agent under such other Security Document) upon any sale ofor other disposition of the Collateral (or the collateral under the relevant Security Document), in connection with the Collateral Agent’s exercise of remedies following the occurrence and during the Rents and continuance of an Event of Default, together with all other amounts generated moneys received by the holdingCollateral Agent hereunder or under any other Security Document, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent of the type described in clauses (iv), (v), (vi) and (vii) of the definition of Obligations herein“Obligations”; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property which are Credit Document Obligations shall be paid to the Secured Lender Creditors as provided in the manner provided below as their interests may appearSection 5.4(e) hereof, with each Secured such Lender Creditor receiving an amount equal to its outstanding Primary Obligations secured by such item of Trust Property 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 so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Secondary Obligations which are Credit Document Obligations shall be paid to the Lender Creditors as provided in Section 5.4(e) hereof, with each 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; (iv) fourth, to the extent directed by proceeds remain after the Trustor application pursuant to 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 8.8(a) hereof, to the relevant Assignor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) above, the 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 Trust 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 Trust Property.

Application of Proceeds. (a) To (I) Subject to the fullest terms of the Intercreditor Agreement, all moneys collected by the Collateral Agent (or, to the extent permitted by lawthe 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 any sale ofcollateral thereunder, and which constitutes TL Priority Collateral, to be applied in accordance with the Rents and provisions of this Agreement, the Pledgee under the U.S. Pledge Agreement or the collateral agent or mortgagee under such other amounts generated by the holdingSecurity Document) with respect thereto, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent of the type described in clauses (viii), (viiv) and (viiv) of the definition of Obligations herein“Obligations”; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to 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 secured by such item of Trust Property shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 7.4(e) hereof, with (x) each Secured Creditor receiving an amount equal to its outstanding Primary Obligations secured by such item of Trust 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 (y) the amount received by any such amount Lender Creditor in respect of Primary Obligations consisting of Credit Document Obligations pursuant to this clause (iv) to be applied (a) first, in the case 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 Document Obligations, Agreement Party Guaranty) and by the New Senior Notes other U.S. Credit Parties (other than Primary Obligations and the Refinancing Senior Notes Obligations, first owing by them pursuant to the payment of interest in respect of Credit Agreement Party Guaranty or the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior NotesU.S. Subsidiaries Guaranty, as the case may be, second to which represent a guarantee of the payment Primary Obligations of principal the Bermuda Borrower consisting of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; and ) and (iiib) thirdsecond, 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 (ii) iv), inclusive, an amount equal to the Trustor outstanding Secondary 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 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; (vi) sixth, 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 directed by proceeds remain after the Trustor 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 court 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 competent jurisdictionthe 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 preceding clauses (i) through (vi), 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 10.8(a) hereof, to the relevant Assignor or to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) above, the 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 Trust 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 Trust Property.

Application of Proceeds. (a) To the fullest extent permitted by law, the proceeds of any sale of, and the Rents and other amounts generated All monies collected by the holding, leasing, management, operation Collateral Agent upon any Sale or other use of, each item disposition of all or any part of the Trust Property pursuant Security Agreement Collateral, together with all other monies from time to this Deed of Trust (time received by the "Trust Property Proceeds") Collateral Agent hereunder, shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) firstFIRST, to the payment of all Obligations owing to the Beneficiary Collateral Agent of the type described in clauses CLAUSES (v), (vic) and (viid) of the definition of Obligations herein"OBLIGATIONS" contained in ARTICLE I hereof; (ii) secondSECOND, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause CLAUSE (i), an amount equal to the outstanding Loan Document Obligations secured by such item of Trust Property shall be paid to the Secured Lender Creditors as provided in the manner provided below as their interests may appearSECTION 8.4(e), with each Secured Lender Creditor receiving an amount equal to its portion of such outstanding Obligations secured by such item of Trust Property Loan Document Obligations, or, if the proceeds are insufficient to pay in full all such Loan Document 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; and; (iii) thirdTHIRD, to the extent proceeds remain after the application pursuant to the preceding clauses CLAUSES (i) and (ii) ), an amount equal to the Trustor outstanding Other Obligations shall be paid to the Other Creditors as provided in SECTION 8.4(e), with each Other Creditor receiving an amount equal to its portion of such outstanding Other Obligations, or, if the proceeds are insufficient to pay in full all such Other Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) FOURTH, to the extent directed by proceeds remain after the Trustor or a court application pursuant to the preceding CLAUSES (i) through (iii), inclusive, and following the termination of competent jurisdictionthis Agreement pursuant to SECTION 10.10 hereof, to whomever the relevant Grantor or to whomsoever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "Pro Rata SharePRO RATA SHARE" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction fraction, the numerator of which is the then outstanding unpaid amount of such Loan Document Obligations or Other Obligations, as the relevant Obligations secured by the relevant item of Trust Property owed case may be, outstanding to such Secured Creditor Creditor, and the denominator of which is the then outstanding amount of all relevant Loan Document Obligations secured by or Other Obligations, as the relevant item of Trust Propertycase may be.

Application of Proceeds. (a) To The Proceeds actually collected by the fullest extent permitted by law, Collateral Agent as a result of the proceeds exercise of any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed rights, powers and remedies of Trust (the "Trust Property Proceeds") Collateral Agent herein granted, shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) firstFirst, to the payment or reimbursement of all Obligations owing Collateral Agent Expenses, to the Beneficiary of extent such costs and expenses have not been indefeasibly paid or reimbursed by the type described in clauses (v), (vi) and (vii) of the definition of Obligations hereinAssignors; (ii) secondSecond, subject to Section 5.4(b) and until all Secured Obligations owed to the Secured Creditors have been fully, finally, and indefeasibly paid or performed, each Lender's Commitment has been terminated, and the Letter of Facility Obligations have been reduced to zero, on a pari passu basis without any preference or priority to the Noteholders or the Lenders, to the extent Trust Property Proceeds of Trust Property remain after the application pursuant to preceding clause (i)Trustee, in an amount equal to the outstanding Obligations secured Noteholders' Percentage of such Proceeds, and to the Administrative Agent, in an amount equal to the Lenders' Percentage of such Proceeds, for distribution by the Trustee under the Indenture Documents and by the Administrative Agent under the Loan Documents; (iii) Finally, to the relevant Assignor or such item of Trust Property other Person or Persons as shall be paid lawfully entitled thereto. (b) The amount of any Proceeds distributed to the Administrative Agent on account of any Outstanding Letter of Credit Exposure shall be held by the Administrative Agent and deposited by the Administrative Agent in a special interest bearing account (the "Letter of Credit Reserve Account") under the sole dominion and control of the Administrative Agent, and shall be applied and distributed to the appropriate Issuer of the applicable Letter of Credit if and to the extent that such Letter of Credit is honored. If such Letter of Credit is not drawn upon, or is not fully drawn upon, the balance of the funds in the Letter of Credit Reserve Account attributable to such Letter of Credit shall be distributed to the Secured Creditors in pursuant to clause (ii) of Section 5.4(a) hereof. (c) Notwithstanding Section 5.4(a), (i) if any payment by the manner provided below as their interests may appear, with each Collateral Agent to a Secured Creditor receiving an pursuant to Section 5.4(a) would cause any amount equal to its outstanding Obligations secured recovered by such item of Trust Property or, if the proceeds are insufficient to pay in full all such 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest Collateral Agent from or in respect of the unpaid principal Collateral to be invalidated, declared fraudulent or preferential, set aside or required to be repaid, returned or restored to a trustee, receiver, or any other Person under any bankruptcy, reorganization, insolvency, or liquidation statute, state or federal law, common law or equitable cause (an "Avoided Payment"), such Secured Creditor shall not participate in the distribution of any portion of the Avoided Payment; instead the Avoided Payment shall be distributable to the Trustee and Administrative Agent pro rata in accordance with Section 5.4(a)(ii), for the benefit of the remaining Secured Creditors as to whom no such repayment, return or restoration would be applicable; (ii) the Collateral Agent may condition a payment to the Trustee or the Administrative Agent on behalf of a Secured Creditor pursuant to Section 5.4(a) on the specific condition that, in the event such amount of Loansis subsequently determined to be an Avoided Payment, New Senior Notes such Secured Creditor will be required, upon written demand, to return promptly to the Collateral Agent all or Refinancing Senior Notesits ratable part, as the case may be, second of the Avoided Payment (and any interest thereon to the payment extent the same is required to be paid in respect of principal the return or restoration of Loansthe Avoided Payment), New Senior Notes or Refinancing Senior Notes, as the case may be, and finally for distribution pro rata in accordance with Section 5.4(a)(ii) to the other Credit Document Obligationsremaining Secured Creditors as to whom no such repayment, New Senior Notes Obligations return or Refinancing Senior Notes Obligationsrestoration would be applicable, or to the applicable obligor, as the case may be; and (iii) thirdthe Collateral Agent, in making any payments to the Trustee and the Administrative Agent on behalf of the Secured Creditors under Section 5.4(a), may require the Secured Creditors to agree that if any amounts are not distributed to a particular Secured Creditor pursuant to clause (i) above or are returned by a Secured Creditor under clause (ii) above, the Secured Creditors will make such adjustments or arrangements among themselves, whether by purchasing undivided interests in the Secured Obligations or otherwise, in order to equitably adjust for any non-pro rata distribution under clause (i) above and/or the return of all or part of any payment or amount under clause (ii) above, and to give effect to the intended equal and ratable benefits of this Agreement as security for the Secured Obligations. (d) All payments required to be made to (i) the Lenders hereunder shall be made to the Administrative Agent on behalf of and for the account of the respective Lenders, and (ii) the Noteholders hereunder shall be made to the Trustee on behalf of and for the account of the Noteholders. (e) For purposes of applying payments received in accordance with this Section 5.4, the Collateral Agent shall be entitled to rely upon (i) the Administrative Agent for a determination (which the Administrative Agent agrees to provide upon request by the Collateral Agent) of the outstanding Facility Principal Obligations, and (ii) the Trustee for determinations of the outstanding Indenture Principal Obligations owed to the Noteholders. (f) It is understood and agreed that each Assignor shall remain liable to the extent of any deficiency between (i) the amount of the proceeds remain after of the application Collateral applied pursuant to the preceding clauses (iSection 5.4(a) and (ii) to the Trustor or, to the extent directed by the Trustor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) above, the amount (expressed as a percentage) equal to a fraction the numerator of which is the then aggregate outstanding amount of the relevant Obligations secured by the relevant item of Trust 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 Trust PropertyObligations.

Application of Proceeds. (a) To Upon the fullest extent permitted by lawoccurrence 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 11(e) hereof, the proceeds of any sale of, or other realization upon, all or any part of the Collateral and the Rents and other amounts generated any cash held by the holding, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") Collateral Agent shall be applied by the Beneficiary (or Collateral Agent in the receiver, if one is appointed) as follows: (i) following order of priorities: first, to the payment of all Obligations owing to the Beneficiary Collateral Agent of the type described provided in clauses (v), (viiii) and (viiiv) of the definition of Obligations herein; (ii) Obligations; second, to the extent Trust Property Proceeds of Trust Property remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item (as defined below) of Trust Property the Pledgor shall be paid to the Secured Creditors Parties as provided in the manner provided below as their interests may appearSection 15(d), with each Secured Creditor Party receiving an amount equal to its outstanding Primary Obligations secured by such item of Trust Property 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; third, an amount equal to the outstanding Remaining Obligations of the Pledgor shall be paid to the Secured Parties as provided in Section 15(d), with each Secured Party receiving an amount equal to its outstanding Remaining Obligations of the Pledgor or, if the proceeds are insufficient to pay in full all such Remaining Obligations, its Pro Rata Share of the amount so remaining to be distributed; and finally, with any such amount to be applied in the case upon payment of the Credit Document all Remaining Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to payment to the payment of interest in respect of the unpaid principal amount of LoansPledgor or its successors or assigns, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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) to the Trustor or, to the extent directed by the Trustor or a court of competent jurisdictionjurisdiction may direct, to whomever may be lawfully entitled to receive of any surplus then remaining from such surplusproceeds. (b) For purposes of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) above, the 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 Trust 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 Trust Property.:

Application of Proceeds. (a) To Subject to Section 1.5, all moneys collected by the fullest Collateral Agent (or, to the extent permitted by law, the any Mortgage to which any Assignor is a party requires proceeds of Assets under such agreement to be applied in accordance with the provisions of this Agreement, then by such Mortgagee under such other agreement) upon any sale ofor other disposition of the Assets, and the Rents and together with all other amounts generated moneys received by the holdingCollateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary Collateral Agent or the Administrative Agent an amount equal to (A) any and all sums advanced by the Collateral Agent in order to preserve the Collateral or preserve its security interests in the Collateral; and (B) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of any Assignor with respect to any portion of the type described in clauses (v)Secured Obligations after an Event of Default shall have occurred and be continuing, (vi) the reasonable expenses of taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and (vii) of the definition of Obligations hereincourt costs; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property shall be paid to the Secured Creditors Parties as provided in the manner provided below as their interests may appearSection 8.5(d) hereof, with each Secured Creditor Party receiving an amount equal to its such outstanding Primary Obligations secured by such item of Trust 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Secondary Obligations shall be paid to the Secured Parties as provided in Section 8.5(d), with each Secured 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 of the amount remaining to be distributed; and (iv) fourth, to the extent directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 12.2, to the relevant Assignor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus, or as a court of competent jurisdiction may direct. (b) For purposes of this Agreement, "Agreement (i) ”Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's Party’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction fraction, the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Party’s 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 secured by or Secondary Obligations, as the relevant item case may be, (ii) ”Primary Obligations” shall mean (A) in the case of Trust Property.the Credit Agreement Obligations, all principal of, and interest on, all Loans (together with all interest accrued thereon) under the Credit Agreement, and all fees, (B) in the case of the Senior Secured Notes Obligations, all principal of, and interest on, all Senior Secured Notes (together

Application of Proceeds. (a) To All monies collected by the fullest extent permitted by law, the proceeds of Collateral Agent upon any sale ofor other disposition of the Collateral of each Credit Party, together with all other monies received by the Administrative Agent or Collateral Agent under and in accordance with this Agreement and the Rents and other amounts generated by Credit Documents (except to the holding, leasing, management, operation or other use of, each item extent (i) such monies are for the account of the Trust Property pursuant to Administrative Agent or Collateral Agent only or (ii) released in accordance with the applicable provisions of this Deed Agreement or any other Credit Document) and all distributions made in respect of Trust (the "Trust Property Proceeds") Collateral in any bankruptcy, insolvency, receivership or similar proceedings, shall be applied by to the Beneficiary (or payment of the receiver, if one is appointed) Secured Obligations in accordance as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent of the type described in clauses (v), (viiii) and (viiiv) of the definition of Obligations herein“Secured Obligations”; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Credit Document Obligations secured by such item of Trust Property shall be paid to the Secured Creditors Lenders as provided in the manner provided below as their interests may appearSection 4.05(d) hereof, with each Secured Creditor Lender receiving an amount equal to its such outstanding Credit Document Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Credit Document 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Other Obligations shall be paid to the Other Creditors as provided in Section 4.05(d) hereof, with each Other Creditor receiving an amount equal to such outstanding Other Obligations or, if the proceeds are insufficient to pay in full all such Other Obligations, its Pro Rata Share of the amount remaining to be distributed; and (iv) fourth, to the extent directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement and the Credit Documents in accordance with their terms, to the relevant Credit Party or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "“Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor 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 relevant Credit Document Obligations secured by or Other Obligations, as the relevant item of Trust Propertycase may be.

Application of Proceeds. (a) To All moneys collected by the fullest Administrative Agent (or, to the extent permitted by lawthe 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 proceeds of Pledgee under such other Security Document) upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingAdministrative Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows:. (i) first, to the payment of all Obligations amounts owing to the Beneficiary Administrative Agent of the type described in clauses (v), (viiii) and (viiiv) of the definition of Obligations herein"Obligations"; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 7.4(d) hereof, with each Secured Creditor receiving an amount equal to its such outstanding Primary Obligations secured by such item of Trust 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Secondary 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 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 directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 10.8(a) hereof, to the relevant Assignor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, Agreement (x) "Pro Rata Share" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor's 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 secured by or Secondary Obligations, as the relevant item case may be, (y) "Primary Obligations" shall mean in the case of Trust Propertythe 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) To Subject to the fullest terms of the ABL/Term Loan Intercreditor agreement (to the extent permitted by lawthen in effect) to be applied to Term Loan Claims (as defined in the ABL/Term Loan Intercreditor), the proceeds Administrative Agent shall promptly apply the proceeds, moneys or balances of any collection or sale ofof Collateral, and as well as any Collateral consisting of cash, in the Rents and other amounts generated by the holding, leasing, management, operation or other use of, each item following order of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as followspriority: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Administrative Agent or the Administrative Agent pursuant to any of the type described Loan Documents in clauses its capacity as such in respect of (v), x) the preservation of Collateral or its security interest in the Collateral or (viy) and (vii) with respect to enforcing the rights of the definition of Obligations hereinSecured Parties under the Loan Documents; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to preceding clause (i), to all other amounts owing to the Administrative Agent or Administrative Agent pursuant to any of the Loan Documents in its capacity as such; (iii) third, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (ii), to an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appearParties, with each Secured Creditor Party receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; and (iiiiv) thirdfourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and (ii) to following the Trustor orpayment in full of the Obligations, to the extent directed by the Trustor relevant Loan Party, their successors or assigns, or as a court of competent jurisdiction, to whomever jurisdiction may be lawfully entitled to receive such surplusotherwise direct or as otherwise required by any applicable intercreditor agreement. (b) For purposes If any payment to any Secured Party pursuant to this Section 5.02 of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion its pro rata share of any distribution or would result in overpayment to such Secured Party, such excess amount pursuant 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 clause (a) above, the receive an amount (expressed as a percentage) equal to such excess amount multiplied by a fraction the numerator of which is the then outstanding amount unpaid Obligations of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Party and the denominator of which is the then outstanding unpaid Obligations of all Secured Parties entitled to such distribution. (c) Subject to the terms of any 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 as 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 the Loan Parties shall remain liable (as and to the extent set forth herein) to the extent of any deficiency between the amount of all relevant the proceeds of the Collateral and the aggregate amount of the Obligations secured of the Loan Parties. (f) It is understood and agreed by each Loan Party that the relevant item Administrative Agent shall have no liability for any determinations made by it in this Section 5.02 except to the extent that any of Trust Propertythe 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) To All moneys collected by the fullest extent permitted Pledgee upon any sale, other disposition of or other realization upon any Collateral pursuant to the terms of this Agreement, together with all other moneys received by lawthe Pledgee hereunder (collectively, the proceeds of any sale of“Collateral Proceeds”), and the Rents and other amounts generated by the holding, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by (subject to the Beneficiary (or the receiver, if one is appointedpayment rules set forth more specifically in Section 9(c) below) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary Pledgee of the type described in clauses (vvi), (vivii) and (viiviii) of the definition of Obligations Section 1 herein; (ii) second, to the extent Trust Property Proceeds proceeds of Trust Property the sale, other disposition of or other realization upon any item of Collateral remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Applicable Obligations secured by such item of Trust Property Collateral shall be paid to the Secured Creditors in the manner provided below as their interests may appear, with (x) each Secured Creditor receiving an amount equal to its outstanding Applicable Obligations secured by such item of Trust Property Collateral or, if the proceeds are insufficient to pay in full all such Applicable Obligations, its Pro Rata Share of the amount so remaining to be distributed, with any such amount to be applied distributed and (y) in the case of the Credit Document 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, New Senior Notes or Refinancing Senior Notes, as the case may be, (2) second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, be and finally (3) third to the other Credit Document Obligations, New Senior Notes Obligations or and 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) ), to the Trustor relevant Pledgor or, to the extent directed by the Trustor such Pledgor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "“Pro Rata Share" ” shall mean when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant to clause (a) above, the 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 Trust Property Collateral 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 Trust PropertyCollateral.

Application of Proceeds. (ai) To the fullest extent permitted by law, the proceeds of any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds"The Net Proceeds described in Section 2.07(a) shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to repay the payment Outstanding Amount of all Obligations owing Revolving Loans, without reduction of the Revolving Credit Commitments, until the Outstanding Amount of Revolving Loans is $0, and (ii) thereafter, to repay the Outstanding Amount of the Term Loan; provided that in the event any mandatory prepayment, or any portion thereof, is waived in accordance with the terms of this Agreement by the applicable Lenders with respect to the Beneficiary Revolving Credit Facility, such waived amount shall be applied to the Outstanding Amount of the type described Term Loan; provided, further, that any portion of any prepayment pursuant to this Section 2.07(b) that would otherwise reduce Revolving Loans owing by the PR Borrowers may be designated by SEI in clauses (v)the notice of such prepayment delivered to the Administrative Agent in accordance with Section 2.07(c) below to be applied to first to repay any Outstanding Amount of the Term Loan and then to the Revolving Loans owing by the PR Borrowers, (viin which case such portion shall be so applied first to the Term Loan in accordance with Section 2.07(b)(ii) and (vii) of then to the definition of Obligations herein;Revolving Loans owing by the PR Borrowers. (ii) second, to the extent Trust Property Proceeds of Trust Property remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment All prepayments of principal of Loans, New Senior Notes or Refinancing Senior Notes, the Term Loan to be made under this Section 2.07 shall be applied (x) pro rata across the quarterly installments of principal of the Term Loan due in the last year of the Term Loan pursuant to Section 2.09(c) until such time as the case may be, and finally to the other Credit Document 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) to the Trustor or, to the extent directed by the Trustor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) above, the amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding amount of the relevant Obligations secured by Term Loan due in the relevant item last year equals the amount due in the prior six years pursuant to Section 2.09(c) as a result of Trust Property owed such Secured Creditor prepayments under Section 2.06(b) and under this Section 2.07, and (y) thereafter to installments of principal of the denominator Term Loan in inverse order of which is maturity pursuant to Section 2.09(c). Within each maturity, SEI may determine the then outstanding amount Borrower or Borrowers whose Outstanding Amount of all relevant Obligations secured by the relevant item Term Loan shall be prepaid in connection with any prepayment of Trust Propertyprincipal under this Section 2.07.

Application of Proceeds. (a) To All moneys collected by the fullest extent permitted by law, the proceeds of Collateral Agent upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingCollateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary Collateral Agent of the type described in clauses (v), (viiii) and (viiiv) of the definition Section 1 of Obligations hereinthis Agreement; (ii) second, to the extent Trust Property Proceeds of Trust Property moneys remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property (as hereinafter defined) shall be paid to the Secured Creditors (other than the Seller Creditors) as provided in the manner provided below as their interests may appearSection 9(e), with each Secured Creditor (other than the Seller Creditors) receiving an amount equal to its outstanding Primary Obligations secured by such item of Trust 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Secondary Obligations (as hereinafter defined) shall be paid to the Secured Creditors (other than the Seller Creditors) as provided in Section 9(e), with each Secured Creditor (other than the Seller Creditors) 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 directed by proceeds remain after the Trustor or a court application pursuant to the preceding clauses (i), (ii) and (iii), an amount equal to the outstanding Seller Obligations (as hereinafter defined) shall be paid to the Seller Creditors as provided in section 9(e), with each Seller Creditor receiving an amount equal to its outstanding Seller Obligations or, if the proceeds are insufficient to pay in full all of competent jurisdictionthe Seller Obligations, its Pro Rata Share of the amount remaining to be distributed; and (v) fifth, to whomever may be lawfully entitled the extent proceeds remain after the application pursuant to receive such surplusthe preceding clauses (i) - (iv) and following the termination of this Agreement, to the Pledgor or as required by applicable law. (b) For purposes of this Agreement, Agreement (w) "Pro Rata Share" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor's 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 secured by or Secondary Obligations, as the relevant item case may be, (x) "Primary Obligations" shall mean (i) in the case of Trust Propertythe Credit Agreement Obligations, all principal of, and interest on, all Loans, all Unpaid Drawings theretofore made (together with all interest accrued thereon), the aggregate Stated Amounts of all Letters of Credit issued under the Credit Agreement, and all Fees and (ii) in the case of the Interest Rate Protection 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), (y) "Secondary Obligations" shall mean all Obligations other than Primary Obligations and (z) "Seller Obligations" shall mean all principal, interest and expenses (including reasonable attorney's fees and court costs) owing to any Seller Creditor under the Seller Promissory Note.

Application of Proceeds. (a) To After the fullest extent permitted by lawoccurrence of an Event of Default, all amounts received in respect of the proceeds of any Borrower Obligations, including without limitation all Proceeds resulting from the sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of, each item disposition of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") Assigned Collateral shall be applied by the Beneficiary (or Agent in the receiver, if one is appointed) as follows: (i) firstfollowing order and priority: FIRST, to the payment of all Obligations owing to amounts advanced or expended by the Beneficiary Agent and all costs and expenses incurred by the Agent in connection with the enforcement of the type described in clauses (v), (vi) Secured Parties' rights and (vii) of remedies under the definition of Obligations herein; (ii) secondProgram Documents; SECOND, to the extent Trust Property Proceeds of Trust Property remain funds are remaining after the application pursuant to preceding clause (i)above application, an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such 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 New Senior Notes Obligations Lender and the Refinancing Senior Notes Obligations, first Secondary Lenders to the payment of interest in respect of all accrued and unpaid Yield on all outstanding Advances on a pro-rata basis according to the unpaid principal amount of Loansaccrued Yield owing to the Lender and Secondary Lender; THIRD, New Senior Notes or Refinancing Senior Notesto the extent funds are remaining after the above applications, as to the case may be, second Secured Parties to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as all fees payable under the case may be, and finally Fee Letter on a pro rata basis according to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may beamount of such fees owing to each such Secured Party; and (iii) thirdFOURTH, to the extent proceeds remain funds are remaining after the application pursuant above applications, to the preceding clauses (i) Lender and (ii) the Secondary Lenders to the Trustor orpayment of the principal amount of each outstanding Advance on a pro-rata basis according to the amount of principal owing to the Lender and each Secondary Lender; and FIFTH, to the extent directed by funds are remaining after the Trustor or a court of competent jurisdictionabove applications, to whomever may be lawfully entitled the Secured Parties to receive 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 surplusSecured Party. The Agent shall, after the Program Termination Date, remit the remaining excess Proceeds which it had received from the sale or disposition of the Assigned Collateral to the Borrower's Account. (b) For purposes of determining the application to be made of such monies and other cash proceeds by the Agent to the Lender and the Secondary Lenders pursuant to this AgreementSection 7.03, "Pro Rata Share" the Agent may rely exclusively upon a certificate or other statement of the Lender or such Secondary Lender, as the case may be, setting forth in reasonable detail the amount then owing to the Lender or such Secondary Lender, as the case may be. The Agent shall mean when calculating a Secured Creditor's portion not be liable for any application of funds in accordance with any certificate or direction delivered pursuant to this Section 7.03; PROVIDED, 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 pursuant party to clause (a) above, contest with the purported obligee its respective liability in respect of the 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 Trust Property owed set forth in such Secured Creditor and the denominator of which is the then outstanding amount of all relevant Obligations secured by the relevant item of Trust Propertycertificate.

Application of Proceeds. (a) To Subject to any Intercreditor Agreement then in effect, the fullest extent permitted by law, Collateral Agent shall upon any exercise of remedies hereunder or under any Security Document apply the proceeds of any collection or sale ofof Collateral, and the Rents and together with all other amounts generated moneys, in each case received by the holdingAdministrative Agent, leasingthe Revolving Agent, managementthe Collateral Agent or Issuing Bank hereunder (or, operation or other use of, each item to the extent any Security Document executed by a Loan Party requires proceeds of the Trust Property pursuant collateral thereunder to this Deed of Trust (the "Trust Property Proceeds") shall be applied by in accordance with the Beneficiary (or provisions of this Agreement), including any Collateral consisting of cash, in the receiver, if one is appointed) as followsfollowing order of priority: (i) first, to the payment of all Obligations amounts owing to the Beneficiary 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 (v), x) the preservation of Collateral or its security interest in the Collateral or (viy) and (vii) with respect to enforcing the rights of the definition of Obligations hereinSecured Parties under the Loan Documents; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to preceding clause (i), to all other amounts owing to the Administrative Agent, the Revolving Agent, Collateral Agent or Issuing Bank pursuant to any of the Loan Documents in its capacity as such; (iii) third, to the extent proceeds remain after the application pursuant to preceding clauses (i) and (ii), an amount equal to the other outstanding Obligations secured by such item Loans and Obligations, in each case then due and payable (in each case, including any make-whole premiums or prepayment premiums, if applicable, or other breakage costs, but other than, for the avoidance of Trust Property 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 the manner provided below as their interests may appearclause (d) below, with each Secured Creditor secured party receiving an amount equal to its outstanding Obligations secured by such item of Trust Property as described above or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; and (iiiiv) thirdfourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and (ii) to following the Trustor orpayment in full in cash of all Obligations, to the extent directed by the Trustor relevant Loan Party, their successors and assigns, or as a court of competent jurisdiction, to whomever jurisdiction may be lawfully entitled to receive such surplusotherwise direct. (b) For purposes If any payment to any Secured Party pursuant to this Section 10.03 of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion its pro rata share of any distribution or would result in overpayment to such Secured Party, such excess amount pursuant 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 clause (a) above, the receive an amount (expressed as a percentage) equal to such excess amount multiplied by a fraction the numerator of which is the then outstanding amount unpaid Obligations of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Party and the denominator of which is the then 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 Section 10.03, the Collateral Agent shall be entitled to rely upon (i) 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 agree) 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 remain liable (as and to the extent set forth in the Loan Documents) to the extent of any deficiency between the amount of all relevant the proceeds of the Collateral and the aggregate amount of the Obligations secured of the Loan Parties. (f) It is understood and agreed by each Loan Party and each Secured Party that the relevant item of Trust PropertyCollateral Agent shall have no liability for any determinations made by it in this Section 10.03.

Application of Proceeds. (a) To All monies collected by the fullest extent permitted by law, the proceeds of Collateral Agent upon any sale ofor other disposition of the Collateral of each Assignor, and the Rents and together with all other amounts generated monies received by the holding, leasing, management, operation Collateral Agent hereunder (except to the extent released in accordance with the applicable provisions of this Agreement or other use of, each item to the extent such monies are held in one or more of the Trust Property pursuant to Cash Collateral Accounts pending the application thereof in accordance with the requirements of this Deed Agreement or any permitted release thereof in accordance with the provisions of Trust (this Agreement or the "Trust Property Proceeds") Credit Agreement), shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent of the type described in clauses (v), (viiii) and (viiiv) of the definition of Obligations herein"Obligations"; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property shall be paid to the 327 Secured Creditors as provided in the manner provided below as their interests may appearSection 7.4(e) hereof, with each Secured Creditor receiving an amount equal to its such outstanding Primary Obligations secured by such item of Trust 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Secondary 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 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 directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to Section 10.8(a) hereof, to the relevant Assignor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, Agreement (x) "Pro Rata Share" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor's 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 secured by or Secondary Obligations, as the relevant item case may be, (y) "Primary Obligations" shall mean (i) in the case of Trust Propertythe Credit Document Obligations, all principal of, and interest on, all Loans, all Unpaid Drawings and all Fees and (ii) in the case of the Interest Rate Protection Obligations, all amounts due under such Interest Rate Protection Agreements Interest Rate Protection (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) To Subject to any Intercreditor Agreement then in effect, the fullest extent permitted by law, Collateral Agent shall upon any exercise of remedies hereunder or under any Security Document apply the proceeds of any collection or sale ofof Collateral, and the Rents and together with all other amounts generated moneys, in each case received by the holdingAdministrative Agent, leasingthe Revolving Agent, managementthe Collateral Agent or Issuing Bank hereunder (or, operation or other use of, each item to the extent any Security Document executed by a Loan Party requires proceeds of the Trust Property pursuant collateral thereunder to this Deed of Trust (the "Trust Property Proceeds") shall be applied by in accordance with the Beneficiary (or provisions of this Agreement), including any Collateral consisting of cash, in the receiver, if one is appointed) as followsfollowing order of priority: (i) first, to the payment of all Obligations amounts owing to the Beneficiary 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 (v), x) the preservation of Collateral or its security interest in the Collateral or (viy) and (vii) with respect to enforcing the rights of the definition of Obligations hereinSecured Parties under the Loan Documents; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to preceding clause (i), to all other amounts owing to the Administrative Agent, the Revolving Agent, Collateral Agent or Issuing Bank pursuant to any of the Loan Documents in its capacity as such; (iii) third, to the extent proceeds remain after the application pursuant to preceding clauses (i) and (ii), an amount equal to the other outstanding Obligations secured by such item Loans and Obligations, in each case then due and payable (in each case, other than, for the avoidance of Trust Property 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 the manner provided below as their interests may appearclause (d) below, with each Secured Creditor secured party receiving an amount equal to its outstanding Obligations secured by such item of Trust Property as described above or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; and (iiiiv) thirdfourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and (ii) to following the Trustor orpayment in full in cash of all Obligations, to the extent directed by the Trustor relevant Loan Party, their successors and assigns, or as a court of competent jurisdiction, to whomever jurisdiction may be lawfully entitled to receive such surplusotherwise direct. (b) For purposes of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) above, the 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 Trust 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 Trust Property.

Application of Proceeds. (a) To Subject to the fullest 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 Administrative Agent or the Collateral Agent (or, to the extent permitted any Security Document executed by lawa 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 Administrative Agent or the Collateral Agent hereunder (or, to the extent any Security Document executed by a Loan Party requires proceeds of any sale ofcollateral thereunder to be applied in accordance with the provisions of this Agreement, and the Rents and other amounts generated by the holdingpledgee, leasingassignee, management, operation mortgagee or other use ofcorresponding party under such Security Document) upon any exercise of remedies hereunder, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by applied, notwithstanding anything to the Beneficiary (or the receivercontrary in Sections 5.03(e) and 5.03(f), if one is appointed) as follows: (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent pursuant to any of the type described Loan Documents in clauses its capacity as such in respect of (v), x) the preservation of Collateral or its security interest in the Collateral or (viy) and (vii) the exercise of any remedies provided in the definition last paragraph of Obligations hereinSection 11.01; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid all amounts owing to the Secured Creditors in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal any Agent pursuant to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share any of the amount so remaining to be distributed, with any such amount to be applied Loan Documents in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, its capacity as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; andsuch; (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii) ), to an amount equal to the Trustor 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 directed by proceeds remain after the Trustor 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 Parties as provided in Section 11.02(e), with each Secured 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 (viii) eighth, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (vii), inclusive, and following the Discharge of ABL Obligations, to the 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 Loan Party, their successors or assigns, or as a court of competent jurisdiction, to whomever jurisdiction may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion of any distribution otherwise direct or amount pursuant to clause (a) above, the amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding amount of the relevant Obligations secured otherwise required by the relevant item of Trust 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 Trust PropertyIntercreditor Agreement.

Application of Proceeds. (a) To All moneys collected by the fullest extent permitted by law, the proceeds of Pledgee upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingPledgee hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary Pledgee of the type described provided in clauses (v), (viiii) and (viiiv) of the definition of Obligations hereincontained in Section 1 hereof; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property (as defined below) shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share (as defined below) of the amount so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor 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) and (iii) and following the termination of this Agreement pursuant to Section 19(a) hereof, to the relevant Pledgor or, to the extent directed by the Trustor such Pledgor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, (x) "Pro Rata Share" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor's Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all relevant Obligations secured by the relevant item of Trust Property.the

Application of Proceeds. (a) To All moneys collected by the fullest extent permitted by law, the proceeds of Pledgee upon any sale ofor other disposition of the Collateral pursuant to the terms of this Agreement, and the Rents and together with all other amounts generated moneys received by the holdingPledgee hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary Pledgee of the type described provided in clauses (v), (viiii) and (viiiv) of the definition of Obligations hereinObligations; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appear, Section 9(b) hereof with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share (as defined below) of the amount so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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) and following the termination of this Agreement pursuant to Section 18 hereof, to the Trustor Borrower or, to the extent directed by the Trustor Borrower or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "Pro Rata Share" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor's Obligations and the denominator of which is the then outstanding amount of all relevant Obligations. For purposes of determining the proportionate amounts of all Obligations secured 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 relevant item Credit Agreement, and (ii) the amount of Trust Propertythe 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) To All moneys collected by the fullest extent permitted by law, the proceeds of Pledgee upon any sale ofor other disposition of the Collateral of each Pledgor, and the Rents and together with all other amounts generated moneys received by the holdingPledgee hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary Pledgee of the type described provided in clauses (vvi), (vivii) and (viiviii) of the definition of Obligations herein;in Section I hereof, (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property (as hereinafter defined) shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 9(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations secured by of such item of Trust Property 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 so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor 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 directed by proceeds remain after the Trustor 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 a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, Agreement (x) "Pro Rata Share" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor's 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 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 by hereby arising out of or in connection with (including, without limitation, as obligor or guarantor, as the relevant item case may be) the principal of, and interest on, the HMH Notes, and all regularly accruing fees, (iii) in the case of Trust Propertythe 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) To the fullest extent permitted by law, The Collateral Agent shall apply the proceeds of any collection or sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of, each item of the Trust Property Collateral pursuant to this Deed Article V, including any Collateral consisting of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receivercash, if one is appointed) as follows: (i) first: FIRST, to the payment of all Obligations owing to costs and expenses incurred by, and all indemnity and fee obligations owed to, the Beneficiary 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 (v), (vi) and (vii) connection with the exercise of the definition of Obligations herein; (ii) secondany right or remedy hereunder or under any other Credit Document; SECOND, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i)FIRST, an amount equal to the outstanding Primary Obligations secured by such item of Trust Property (as hereinafter defined) shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 5.02(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share (as hereafter defined) of the amount so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document Obligations, New Senior Notes Obligations or Refinancing Senior Notes Obligations, as the case may be; and (iii) thirdTHIRD, to the extent proceeds remain after the application pursuant to the preceding clauses (i) FIRST and (ii) SECOND, inclusive, an amount equal to the Trustor outstanding Secondary Obligations (as hereinafter defined) shall be paid to the Secured Creditors as provided in Section 5.02(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 FOURTH, to the extent directed by proceeds remain after the Trustor application pursuant to the preceding clauses FIRST through THIRD, inclusive, and following the termination of the security interests created pursuant to this Agreement in accordance with the express provisions of Section 7.13(a) hereof, to the relevant GRANTOR or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "(x) “Pro Rata Share" ” shall mean mean, when calculating a Secured Creditor's ’s portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor’s 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 secured by or Secondary Obligations, as the relevant item case may be, (y) “Primary Obligations” shall mean (i) in the case of Trust Propertythe 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) To All moneys collected by the fullest Collateral Agent (or, to the extent permitted by lawthe Pledge Agreement or Additional Security Documents require proceeds of collateral under such Security Documents to be applied in accordance with the provisions of this Agreement, the proceeds of Pledgee under such other Security Document) upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingCollateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary Collateral Agent of the type described provided in clauses (v), (viiii) and (viiiv) of the definition of Obligations hereinObligations; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 7.4(e) hereof, with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share (as defined below) of the amount so remaining to be distributed, with any such amount to be applied in the case of the Credit Document Obligations, the New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Secondary 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 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) and (iii) and following the termination of this Agreement pursuant to Section 10.8 hereof, to the relevant Assignor or, to the extent directed by the Trustor such Assignor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, (x) "Pro Rata Share" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor and Creditor's Primary Obligations or Secondary Obligations, as the denominator of which is the then outstanding amount of all relevant Obligations secured by the relevant item of Trust Property.case

Application of Proceeds. (a) To (I) Subject to the fullest terms of the Intercreditor Agreement, all moneys collected by the Collateral Agent (or, to the extent permitted by lawthe U.S. Pledge Agreement or any other Security Document requires proceeds of collateral thereunder, which constitutes Term 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 Term Priority Collateral, together with all other moneys received by the Collateral Agent hereunder but subject to the provisions of following clauses (f) and (g), (or, to the extent the U.S. Pledge Agreement or any other Security Document requires proceeds of any sale ofcollateral thereunder, and which constitutes Term Priority Collateral, to be applied in accordance with the Rents and provisions of this Agreement, the Pledgee under the U.S. Pledge Agreement or the collateral agent or mortgagee under such other amounts generated by the holdingSecurity Document) with respect thereto, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations amounts owing to by the Beneficiary respective Assignor the Collateral Agent and the Administrative Agent of the type described in clauses (viii), (viiv) and (viiv) of the definition of Obligations herein“Obligations”; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to preceding clause (i), to the payment of all amounts owing by the respective Assignor to any Agent of the type described in clauses (v) and (vi) of the definition of “Obligations”; (iii) third, subject to the provisions of following clauses (f) and (g), to the extent proceeds remain after the application pursuant to preceding clauses (i) and (ii), an amount equal to the outstanding Primary U.S. Borrower Obligations secured by such item of Trust Property shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 7.4(d) hereof, with each Secured Creditor receiving an amount equal to its outstanding Primary U.S. Borrower Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such Primary U.S. Borrower Obligations, its Pro Rata Share of the amount so remaining to be distributed; (iv) fourth, subject to the provisions of following clauses (f) and (g), to the extent proceeds remain after the application pursuant to preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Primary German Borrower Obligations shall be paid to the Secured Creditors as provided in Section 7.4(d) hereof, with any each Secured Creditor receiving an amount equal to its outstanding Primary German Borrower Obligations or, if the proceeds are insufficient to pay in full all such Primary German Borrower Obligations, its Pro Rata Share of the amount remaining to be distributed; (v) fifth, subject to the provisions of the following clause (f), to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iv), 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, subject to the provisions of the following clause (f), to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (v), an amount equal to the outstanding Secondary German 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 German Borrower Obligations or, if the proceeds are insufficient to pay in full all such Secondary German Borrower 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, if the ABL Credit Document Obligations Termination Date has not theretofore occurred, amounts equal to the ABL Obligations shall be paid to the ABL Collateral Agent for application to the ABL 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 10.8(a) hereof, to the relevant Assignor or to whomever may be lawfully entitled to receive such surplus. Notwithstanding anything to the contrary contained above, to the extent monies or proceeds to be applied pursuant to this Section 7.4 consist of proceeds received under any European Security Document (other than as otherwise provided in the Intercreditor Agreement, in the case of the Credit Document ObligationsPari Passu Collateral as defined therein), the New Senior Notes Obligations and the Refinancing Senior Notes Obligationssuch proceeds will be applied as follows: (i) first, first to the payment of interest in respect all amounts owing by a European Credit Party or the respective Assignor owing to the Collateral Agent of the unpaid principal amount type described in clauses (iii), (iv) and (v) of Loansthe definition of “Obligations”; (ii) second, New Senior Notes or Refinancing Senior Notesto the extent proceeds remain after the application pursuant to the preceding clause (i), as the case may be, second to the payment of principal all amounts owing by a European Credit Party or the respective Assignor(whether as direct obligor or as a guarantor) to any Agent of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, type described in clauses (v) and finally to (vi) of the other Credit Document definition of “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 Trustor outstanding Primary German 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 German Borrower Obligations or, if the proceeds are insufficient to pay in full all such Primary German Borrower Obligations, its Pro Rata Share of the amount remaining to be distributed; (iv) fourth, to the extent directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary German 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 German Borrower Obligations or, if the proceeds are insufficient to pay in full all such Secondary German Borrower Obligations, its Pro Rata Share of the amount remaining to be distributed; and (v) fifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iv), inclusive, and following the termination of this Agreement pursuant to Section 10.8(a) hereof, to the relevant Assignor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, "Pro Rata Share" shall mean when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) above, the 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 Trust 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 Trust Property.

Application of Proceeds. (a) To All moneys collected by the fullest Collateral Agent (or, to the extent permitted by lawany other Security Document to which the Assignor is a party requires proceeds of Collateral under such agreement to be applied in accordance with the provisions of this Agreement, the proceeds of Pledgee, Mortgagee or Collateral Agent under such other agreement) upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingCollateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary Collateral Agent (or any other Indemnitee, in the case of clause (v) referenced below) of the type described provided in clauses (viii), (viiv) and (viiv) of the definition of Obligations hereinObligations; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 7.4(d), with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations secured by such item of Trust 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 7.4(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 directed by proceeds remain after the Trustor or a court application pursuant to the preceding clauses (i), (ii) and (iii) and following the termination of competent jurisdictionthis Agreement pursuant to Section 10.9 hereof, to whomever may be lawfully entitled to receive such surplusthe relevant Assignor or as required by applicable law. (b) For purposes of this Agreement, Agreement (x) "Pro Rata Share" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor's 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 secured by or Secondary Obligations, as the relevant item case may be, (y) "Primary Obligations" shall mean (i) in the case of Trust Propertythe Credit Document Obligations, all principal of, and interest on, all Loans, and all Fees and (ii) in the case of the Interest Rate Protection Obligations, 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 (z) "Secondary Obligations" shall mean all Obligations other than Primary Obligations.

Application of Proceeds. (a) To All monies collected by the fullest extent permitted by law, the proceeds of Canadian ----------------------- Administrative Agent upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated monies received by the holdingCanadian Administrative Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows: (i) first, to the payment of all Obligations owing to the Beneficiary Canadian Administrative Agent of the type described provided in clauses (v), (viiii) and (viiiv) of the definition of Obligations hereinObligations; (ii) second, to the extent Trust Property Proceeds of Trust Property proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations secured by such item of Trust Property shall be paid to the Secured Creditors as provided in the manner provided below as their interests may appearSection 7.4(d), with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations secured by such item of Trust 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 7.4(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 directed by proceeds remain after the Trustor application pursuant to the preceding clauses (i), (ii) and (iii), to the Assignor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, (x) "Pro Rata Share" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction fraction, the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor's 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 secured 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 relevant item of Trust PropertyAssignor (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) To All moneys collected by the fullest Collateral Agent (or, to the extent permitted by lawthe 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 proceeds of Pledgee or Collateral Agent under such other Security Document) upon any sale ofor other disposition of the Collateral, and the Rents and together with all other amounts generated moneys received by the holdingCollateral Agent hereunder, leasing, management, operation or other use of, each item of the Trust Property pursuant to this Deed of Trust (the "Trust Property Proceeds") shall be applied by the Beneficiary (or the receiver, if one is appointed) as follows:. (i) first, to the payment of all Obligations amounts owing to the Beneficiary Collateral Agent of the type described in clauses (viv), (v) and (vi) of the definition of "Obligations"; (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 clauses (vi) and (vii) of the definition of Obligations herein"Obligations"; (ii) second, to the extent Trust Property Proceeds of Trust Property remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Obligations secured by such item of Trust Property shall be paid to the Secured Creditors in the manner provided below as their interests may appear, with each Secured Creditor receiving an amount equal to its outstanding Obligations secured by such item of Trust Property or, if the proceeds are insufficient to pay in full all such 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 New Senior Notes Obligations and the Refinancing Senior Notes Obligations, first to the payment of interest in respect of the unpaid principal amount of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, second to the payment of principal of Loans, New Senior Notes or Refinancing Senior Notes, as the case may be, and finally to the other Credit Document 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 Trustor outstanding Primary Obligations shall be paid to the Secured Creditors as provided in Section 5.4(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 directed by proceeds remain after the Trustor 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 5.4(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 (v) fifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iv), inclusive, and following the termination of this Agreement pursuant to Section 8.8(a) hereof, to the relevant Grantor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus. (b) For purposes of this Agreement, (x) "Pro Rata Share" shall mean mean, when calculating a Secured Creditor's portion of any distribution or amount pursuant to clause (a) aboveamount, the that amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding unpaid amount of the relevant Obligations secured by the relevant item of Trust Property owed such Secured Creditor Creditor's 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 secured by or Secondary Obligations, as the relevant item case may be, (y) "Primary Obligations" shall mean (i) in the case of Trust Propertythe Loan Document Obligations, all principal of, premium and interest on, all Loans, all unreimbursed LC Disbursements, the stated amount of all outstanding Letters of Credit and all Fees, (ii) in the case of the Other Obligations, all amounts due under the Interest Rate Protection/Currency Exchange Agreements (other than indemnities, fees (including, without limitation, attorneys' fees) and similar obligations and liabilities) and (iii) in the case of Treasury Service Obligations, all principal owed, and interest on, extensions of credit made in respect of the Treasury Services and (without duplication) under the Treasury Service Agreement and (z) "Secondary Obligations" shall mean all Obligations other than Primary Obligations.