Common use of Priorities Clause in Contracts

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgment.

Priorities. (a) If the Trustee collects Notes have been declared to be due and payable under Section 5.02 following an Indenture Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to the Collateral or the Notes pursuant to this Article VIor otherwise and any money that may then be held or thereafter received by the Indenture Trustee with respect to the Collateral or the Notes (excluding any payments made under the Policy), it shall pay out the money be applied in the following orderorder and priority: First: first, to the Trustee for amounts due under Section 7.07Servicer, to pay any unpaid Servicing Fee; Second: second, to Holders for amounts due pay any accrued and unpaid on fees and expenses of the Securities in respect of which or for Owner Trustee, the benefit of which such money has been collected, for principal, premium (if any), interest Indenture Trustee and any Additional Amounts ratably, the Trust Agent without preference or priority of any kind; third, according to the amounts due and payable holders of Class A Notes, to pay accrued interest on such Securities for principaleach Class of Class A Notes on a pro rata basis based on the interest accrued (including, premium (if any)to the extent permitted by applicable law, interest accrued on any interest accrued but not timely paid) on each Class of Class A Notes at the related Interest Rate for such Class; fourth, to the holders of Class A Notes, to pay principal on each Class of Class A Notes on a pro rata basis based on the Outstanding Amount of each Class of Class A Notes, until the Outstanding Amount of each such Class of Notes is reduced to zero; fifth, to the Insurer, to pay amounts owing to the Insurer under the Insurance Agreement (including the Premium) and any Additional Amounts, respectivelyunreimbursed Insurer Defense Costs; and Third: sixth, any excess amounts remaining after making the distributions described in clauses first through fifth to the Company. Spread Account, to be applied in accordance with the Insurance Agreement. (b) The Trustee, upon prior written notice to the Company, Indenture Trustee may fix a record dates date and payment dates date for any payment to Holders Noteholders pursuant to this Article VISection. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”)At least 15 days before such record date, the rate of exchange used Issuer shall be mail to each Noteholder and the rate at which in accordance with normal banking procedures Indenture Trustee a notice that states the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Companyrecord date, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time payment date and the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentbe paid.

Priorities. If the Trustee collects any money pursuant to this Article VI, subject to Article X, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such that money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such those Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon on prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “"Required Currency”") into a currency in which a judgment will be rendered (the “"Judgment Currency”"), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Business Day in The City of New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or Company nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such that judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such that judgment.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such that money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such those Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon on prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “"Required Currency”") into a currency in which a judgment will be rendered (the “"Judgment Currency”"), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Business Day in The City of New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or Company nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such that judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such that judgment.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the CompanyIssuers. The Trustee, upon prior written notice to the CompanyIssuers, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company Issuers or the a Subsidiary Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used for purposes of rendering the judgment shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the CompanyIssuers, the any Subsidiary Guarantor or the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company Issuers and the Guarantor Subsidiary Guarantors on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money pursuant to this Article VI, subject to Article X, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the CompanyIssuers. The Trustee, upon prior written notice to the CompanyIssuers, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company Issuers or the a Subsidiary Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used for purposes of rendering the judgment shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the CompanyIssuers, the any Subsidiary Guarantor or the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company Issuers and the Guarantor Subsidiary Guarantors on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the a Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used for purposes of rendering the judgment shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the any Guarantor or the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor Guarantors on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the CompanyCompany or as a court of competent jurisdiction shall direct in writing. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the a Subsidiary Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used for purposes of rendering the judgment shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the any Subsidiary Guarantor or the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor Subsidiary Guarantors on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the a Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York, New York the Required Currency with the Judgment Currency on the Business Day in The City of New York, New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money pursuant to this Article VI6, it shall pay out the money in the following order: First: to the Trustee Trustee, its agents and attorneys for amounts due under Section 7.077.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; Second: to Holders for amounts due and unpaid on in case the principal of the Securities of such Series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest on the Securities of such Series in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest is permissible by law and has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest specified in such Securities, such payments to be made ratably to the Persons entitled thereto, without discrimination or for preference; Third: in case the benefit principal of the Securities of such Series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Securities of such money Series for principal and interest, with interest upon the overdue principal, and (to the extent that payment of such interest is permissible by law and that such interest has been collectedcollected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest specified in the Securities of such Series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such Series, for principal, premium (if any), then to the payment of such principal and interest and any Additional Amounts ratably, without preference or priority of principal over interest or of interest over principal, or of any kindinstallment of interest over any other installment of interest, according or of any Security of such Series over any other Security of such Series, ratably to the amounts due aggregate of such principal and payable on such Securities for principal, premium (if any), interest accrued and any Additional Amounts, respectivelyunpaid interest; and ThirdFourth: to the CompanyCompany or to such party as a court of competent jurisdiction shall direct. The Trustee, upon prior written notice to the Company, Trustee may fix a record dates date and payment dates date for any payment to Holders of Securities of such Series pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgment6.10.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “"Required Currency”") into a currency in which a judgment will be rendered (the “"Judgment Currency”"), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Business Day in The City of New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the a Subsidiary Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used for purposes of rendering the judgment shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the any Subsidiary Guarantor or the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor Subsidiary Guarantors on the claim or claims underlying such judgment.

Priorities. If (a) On and after the Trustee collects maturity date of the Notes (by acceleration or otherwise), including, without limitation, on and after the Final Scheduled Distribution Date, all Available Funds, all amounts on deposit in the Reserve Account withdrawn in accordance with Section 3.02 and any money proceeds of the liquidation of all or any portion of the Series Trust Estate pursuant to this Article VISection 4.03(iv) (which proceeds the Indenture Trustee shall remit to the Administrator), shall be applied by the Administrator, based upon information most recently provided to it shall pay out by the money Servicer, on the date of distribution in the following orderorder of priority: FirstFIRST: to the Trustee Servicer, if HSBC Finance is no longer acting as Servicer, the Servicing Fee for amounts due under Section 7.07the related Collection Period; SecondSECOND: to Holders the Administrator, the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees and any unreimbursed costs and expenses (including to any successor Servicer, reasonable transition expenses in an amount not to exceed $100,000 per servicing transfer), in each case, to the extent such amounts have not been previously paid by the Servicer or the Seller; THIRD: to Class A Noteholders for amounts due and unpaid on the Securities Class A Notes for interest, pro rata, in respect accordance with the amounts due and payable on the Class A Notes on the date of which or distribution for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according ; FOURTH: to the Class A Noteholders for amounts due and payable unpaid on such Securities the Class A Notes for principal, premium (if any)pro rata, interest and in accordance with the respective aggregate outstanding principal balance of each Class of Class A Notes without preference or priority of any Additional Amounts, respectivelykind; and ThirdFIFTH: to the Company. The Administrator, the Indenture Trustee and the Owner Trustee, upon prior written notice any accrued and unpaid indemnity amounts, in each case, to the Companyextent such fees have not been previously paid by the Servicer or the Seller; SIXTH: to the Servicer, if HSBC Finance is acting as Servicer, for any Servicing Fees then due and unpaid; and SEVENTH: to the Certificateholders, any remaining Available Funds. (b) The Administrator may fix a record dates date and payment dates distribution date for any payment to Holders Noteholders pursuant to this Article VISection 4.04. To At least 15 days before such record date, the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect Administrator shall mail to the Securities of any series (Noteholders a notice that states the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”)record date, the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time distribution date and the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentbe paid.

Priorities. If Subject to the terms of the Security Documents and the Intercreditor Agreements, any money or property collected by the Trustee collects any money pursuant to this Article VI, it all proceeds, moneys or balances of any collection or sale of Collateral realized through the exercise by the Collateral Agent of its remedies under the Security Documents, as well as any Collateral consisting of cash at any time when remedies are being exercised under the Security Documents and any other money or property distributable in respect of the Issuers’ or any Subsidiary Guarantor’s obligations under this Indenture or the Security Documents after an Event of Default shall pay out the money be applied in the following order: FirstFIRST: to the payment of all out-of-pocket costs and expenses incurred by the Collateral Agent in connection with any such collection or sale or otherwise in connection with any Notes Document (as defined in the Collateral Agreement) or any of the 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 Collateral Agent under any Notes Document on behalf of any Issuer or Subsidiary Guarantor, any other costs or expenses incurred in connection with the exercise of any right or remedy under any Notes Document, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Notes Document in its capacity as such and to the Trustee for amounts due under Section 7.07hereunder; SecondSECOND: to Holders the holders for all Notes Obligations, including amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, Notes and Security Documents for principal, premium (premium, if any), interest and any Additional Amounts interest, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities the Notes for principal, premium (if any), interest principal and any Additional Amountsinterest, respectively; and ThirdTHIRD: to the Company, to the Co-Issuer or, to the extent the Trustee collects any amount for any Subsidiary Guarantor, to such Subsidiary Guarantor. The Trustee, upon prior written notice to the Company, Trustee may fix a record dates date and payment dates date for any payment to Holders the holders pursuant to this Article VISection 6.10. To the fullest extent allowed under applicable lawAt least 15 days before such record date, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments mail to Holders of Securities under this Section 6.10 caused by each holder and the Issuers a change in exchange rates between notice that states the time record date, the payment date and the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentbe paid.

Priorities. If the Trustee collects any money with respect to Notes of any series pursuant to this Article VIArticle, it shall pay out the money in the following order: : (a) First: , to the Trustee for amounts due under Section 7.07; Second: payment of costs and expenses applicable to Holders for amounts due and unpaid on the Securities such series in respect of which or for the benefit of which such money has monies have been collected, including reasonable compensation to the Trustee and each predecessor Trustee and their respective agents and attorneys and of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith, and all other amounts due to the Trustee or any predecessor Trustee pursuant to Section 7.07; (b) Second, in accordance with the subordination provisions, if any, of the Notes of such series; (c) Third, in case the principal of the Notes of such series in respect of which monies have been collected shall not have become and be then due and payable, to the payment of interest on the Notes of such series in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or yield to maturity (in the case of Original Issue Discount Notes) specified in such Notes, such payments to be made ratably to the Persons entitled thereto, without discrimination or preference; (d) Fourth, in case the principal of the Notes of such series in respect of which monies have been collected shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Notes of such series for principal and interest, with interest upon the overdue principal, premium and (if any)to the extent such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or yield to maturity (in the case of Original Issue Discount Notes) specified in the Notes of such series; and in case such monies shall be insufficient to pay in full the whole amount so due and unpaid upon the Notes of such series, interest then to the payment of such principal and any Additional Amounts ratablyinterest, without preference or priority of principal over interest or yield to maturity, or of interest or yield to maturity over principal, or of any kindinstallment of interest over any other installment of interest, according or of any Notes of such series over any other Notes of such series, ratably to the amounts due aggregate of such principal and payable on such Securities for principalaccrued and unpaid interest or yield to maturity; and (e) Fifth, premium (if any), interest and any Additional Amounts, respectively; and Third: to the CompanyCompany or such other Person as a court of competent jurisdiction may direct. The Trustee, upon prior written notice to the Company, may fix a record dates date and payment dates date for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentSection.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the a Subsidiary Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the any Subsidiary Guarantor or the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor Subsidiary Guarantors on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money or property pursuant to this Article VI6, it shall pay out and distribute the money or property in the following order: order of priority: (i) First: , to the Trustee for amounts due under Section 7.07; payment of all Indenture Agent Expenses accrued but unpaid through the date of such payment, to such Persons as shall be entitled thereto; (ii) Second: , to the Holders for amounts due of record of the A Notes, pro rata in proportion to the Outstanding Principal Balance of each of them until the principal and premium, if any, accrued and unpaid interest (including interest accruing on or after the Securities filing of any petition in bankruptcy or for reorganization relating to an Obligor whether or not a claim for post-filing interest is allowed in such proceeding) and any other amounts owing in respect of which or for the benefit A Notes shall have been paid in full, it being understood that moneys shall be applied first to accrued and unpaid interest and second to the payment of which such money has been collected, for principal, premium (if any), and any other amounts owing in respect of the A Notes; and (iii) Third, to the Holders of record of the B Notes, pro rata in proportion to the Outstanding Principal Balance of each of them until the principal and premium, if any, accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to an Obligor whether or not a claim for post-filing interest is allowed in such proceeding) and any other amounts owing in respect of the B Notes shall have been paid in full, it being understood that that moneys shall be applied first to accrued and unpaid interest and any Additional Amounts ratably, without preference or priority of any kind, according second to the amounts due and payable on such Securities for payment of principal, premium (if any), interest and any Additional Amountsother amounts owing in respect of the B Notes. To the extent all distributions provided for in this Indenture have been made in full, respectively; and Third: any excess money or property shall be paid to the Company. The TrusteeIssuer, upon prior written notice or, to the Companyextent the Trustee collects any amount from any Guarantor, to such Guarantor: The Trustee may fix a record dates date and payment dates date for any payment to the Holders pursuant to this Article VISection. To the fullest extent allowed under applicable lawAt least fifteen (15) days before such record date, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments mail or electronically transmit to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above each Holder and the time Issuer a notice that states the Trustee converts record date, the Judgment Currency into the Required Currency payment date and amount to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentbe paid.

Priorities. If Notwithstanding the Trustee collects date or manner of, or order of perfection of a Seller’s and the Trust’s security interests in and liens on the Common Collateral, and notwithstanding any money pursuant to this Article VIprovisions of the UCC, it any applicable law or decision, or whether a Seller, the Servicer or the Trust has possession of all or any part of the Common Collateral, the following as among the Sellers and the Trust shall pay out be the money relative priority of the security interests and liens of the Sellers and the Trust in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium Common Collateral: (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if anya) or interest on or Additional Amounts with With respect to the Securities of any series (Trust Collateral and the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”)Liquidation Proceeds therefrom, the rate of exchange used Trust’s security interests in and liens on the Trust Collateral and the Liquidation Proceeds therefrom shall be senior and prior in operation and effect to the rate Sellers’ security interests in and liens thereon in all respects and the Sellers’ security interests in and liens on such Trust Collateral and the Liquidation Proceeds therefrom shall be subordinate, junior and inferior, and shall be postponed in priority, operation and effect to the Trust’s security interests in and liens on such Trust Collateral and Liquidation Proceeds therefrom. (b) With respect to the Seller Collateral and the Liquidation Proceeds therefrom, the Sellers’ security interests in and liens on such Seller Collateral and the Liquidation Proceeds therefrom shall be senior and prior in operation and effect to the Trust’s security interests in and liens thereon in all respects and the Trust’s security interests in and liens on such Seller Collateral and Liquidation Proceeds therefrom shall be subordinate, junior and inferior, and shall be postponed in priority, operation and effect to the Sellers’ security interests in and liens on such Seller Collateral and the Liquidation Proceeds therefrom. (c) The Trust hereby agrees, upon the request of a Seller, at which in accordance with normal banking procedures any time, to release from the Trustee could purchase in The City of New York lien and security interest created pursuant to the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None Security Agreements all or any portion of the CompanySeller Collateral and Liquidation Proceeds therefrom, and hereby waives any and all of its rights that may arise in any such Seller Collateral so released and Liquidation Proceeds therefrom under the Guarantor provisions of the Security Agreements and hereby expressly agrees that in the future it shall have no rights in or to any such Seller Collateral so released or the Trustee Liquidation Proceeds therefrom. (d) Each Seller hereby agrees, upon the request of the Trust, at any time, to release from the lien and security interest created pursuant to the Security Agreements all or any portion of the Trust Collateral and Liquidation Proceeds therefrom, and hereby waives any and all of its rights that may arise in any such Trust Collateral so released and Liquidation Proceeds therefrom under the provisions of the Security Agreements and hereby expressly agrees that in the future it shall be liable for have no rights in or to any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between such Trust Collateral so released or the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentLiquidation Proceeds therefrom.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Debt Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Debt Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the CompanyPartnership. The Trustee, upon prior written notice to the CompanyPartnership, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company Partnership or the a Subsidiary Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Debt Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of Neither the CompanyPartnership, the any Subsidiary Guarantor or nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Debt Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Debt Securities, but payment of such judgment shall discharge all amounts owed by the Company Partnership and the Guarantor Subsidiary Guarantors on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the CompanyPartnership. The Trustee, upon prior written notice to the CompanyPartnership, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company Partnership or the a Subsidiary Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of Neither the CompanyPartnership, the any Subsidiary Guarantor or nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company Partnership and the Guarantor Subsidiary Guarantors on the claim or claims underlying such judgment.

Priorities. (a) If the Indenture Trustee collects any money or property pursuant to this Article VIFive, it shall pay out the money or property in the following orderorder and priority: First: first, so much of such payment as shall be required to reimburse the Indenture Trustee for any tax, expense, charge or other loss incurred by the Indenture Trustee (to the extent not previously reimbursed), (including, without limitation, the expense of sale, taking or other proceeding, attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee, liquidated or otherwise, upon the Event of Default giving rise to such expenditures or advances) shall be applied by the Indenture Trustee in reimbursement of such expenses; second, so much of such payment remaining as shall be required to reimburse the Noteholders in full for amounts due under Section 7.07certain indemnity payments, if any, made by such Noteholders to the Indenture Trustee (to the extent not previously reimbursed) shall be distributed to the Noteholders, and, if the aggregate amount remaining shall be insufficient to reimburse all such payments in full, it shall be distributed ratably, without priority of any Noteholder over any other, in the proportion that the aggregate amount of such unreimbursed indemnity payments made by each such Noteholder bears to the aggregate amount of such unreimbursed indemnity payments made by all Noteholders; Second: third, so much of such payment remaining as shall be required to Holders for amounts due and pay in full the aggregate amount of all accrued but unpaid interest to the date of distribution on the Securities Class A-1 Notes and the Class A-2 Notes shall be distributed to the Class A-1 Noteholders and the Class A-2 Noteholders, and, if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class A-1 Note and one Class A-2 Note over any other Class A-1 Note or over any other Class A-2 Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Class A-1 Note or Class A-2 Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Class A-1 Notes and Class A-2 Notes; fourth, so much of such payment remaining as shall be required to pay in full the aggregate amount of all accrued but unpaid interest to the date of distribution on the Class B Notes shall be distributed to the Class B Noteholders, and, if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class B Note over any other Class B Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Class B Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Class B Notes; fifth, so much of such payment remaining as shall be required to pay in full the aggregate amount of all accrued but unpaid interest to the date of distribution on the Class C Notes shall be distributed to the Class C Noteholders, and, if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class C Note over any other Class C Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Class C Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Class C Notes; sixth, so much of such payment remaining as shall be required to pay in full the aggregate amount of all accrued but unpaid interest to the date of distribution on the Class D Notes shall be distributed to the Class D Noteholders, and, if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class D Note over any other Class D Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Class D Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Class D Notes; seventh, the balance, if any, of such payment remaining thereafter shall be distributed to the Class A-1 Noteholders and the Class A-2 Noteholders in order to pay in full the outstanding aggregate amount of principal of the Class A-1 Notes and the Class A-2 Notes, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class X- 0 Note and one Class A-2 Note over any other Class A-1 Note or over any other Class A-2 Note, in the proportion that the aggregate unpaid principal amount of each Class A-1 Note and Class A-2 Note bears to the aggregate unpaid principal amount of all Class A-1 Notes and Class A-2 Notes; eighth, the balance, if any, of such payment remaining thereafter shall be distributed ratably to the Class B Noteholders to pay in full the aggregate amount of principal of the Class B Notes, then due pursuant to or in respect of which or for the benefit of which Class B Notes, and if the aggregate amount remaining shall be insufficient to pay all such money has been collectedamounts in full, for principal, premium (if any), interest and any Additional Amounts it shall be distributed ratably, without preference or priority of any kindone Class B Note over any other Class B Note, according in the proportion that the aggregate unpaid principal amount of each Class B Note bears to the amounts due and payable on such Securities for principalaggregate unpaid principal amount of all Class B Notes; ninth, premium (the balance, if any), interest of such payment remaining thereafter shall be distributed ratably to the Class C Noteholders to pay in full the aggregate amount of principal of the Class C Notes, then due pursuant to or in respect of the Class C Notes, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any Additional Amountsone Class C Note over any other Class C Note, respectivelyin the proportion that the aggregate unpaid principal amount of each Class C Note bears to the aggregate unpaid principal amount of all Class C Notes; and Third: tenth, the balance, if any, of such payment remaining thereafter shall be distributed ratably to the Company. The TrusteeClass D Noteholders to pay in full the aggregate amount of principal of the Class D Notes, upon prior written notice then due pursuant to or in respect of the Class D Notes, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class D Note over any other Class D Note, in the proportion that the aggregate unpaid principal amount of each Class D Note bears to the Company, aggregate unpaid principal amount of all Class D Notes. (b) The Indenture Trustee may fix a record dates date and payment dates date for any payment to Holders Noteholders pursuant to this Article VISection. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”)At least 15 days before such record date, the rate of exchange used Issuer shall be mail to each Noteholder and the rate at which in accordance with normal banking procedures Indenture Trustee a notice that states the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Companyrecord date, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time payment date and the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentbe paid.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: 3.01 Subject to the Trustee for amounts due terms and conditions of this Agreement: (a) The BDC Security is hereby postponed and subordinated to the security constituted by the Lender Security with respect to the Lender Collateral, to the extent of the Borrower’s indebtedness to the Lender from time to time, together with all accrued interest thereon and all costs, charges and expenses incurred by the Lender in connection therewith; and (b) The Lender Security is hereby postponed and subordinated to the security constituted by the BDC Security with respect to the BDC Collateral, to the extent of the Borrower’s indebtedness to BDC from time to time, together with all accrued interest thereon and all costs, charges and expenses incurred by BDC in connection therewith. 3.02 The subordinations and postponements herein shall apply in all events and circumstances regardless of: (a) the date of execution, attachment, registration or perfection of any security interest held by BDC or the Lender, or; (b) the date of any advance or advances made to the Borrower by BDC or the Lender; or (c) the date of default by the Borrower under Section 7.07any of the BDC Security or the Lender Security or the dates of crystallization of any floating charges held by BDC or the Lender; Second: to Holders for amounts due and unpaid on or (d) any priority granted by any principle of law or any statute, including the Securities PPSA. 3.03 Any Proceeds, including, without limitation, any insurance proceeds received by the Borrower or by BDC or the Lender in respect of the collateral charged by the BDC Security or the Lender Security shall be dealt with according to the preceding provisions hereof as though such Proceeds were paid or payable as Proceeds of realization of the collateral for which they compensate. 3.04 If any of the BDC Security or the Lender Security is found by a trustee in bankruptcy or a court of competent jurisdiction to be unenforceable, invalid, unregistered or unperfected, then the foregoing provisions of this Article 3 shall not apply to such security to the extent that such security is so found to be unenforceable, invalid, unregistered or unperfected as against a third party unless the secured party shall be diligently contesting such a claim before a court of competent jurisdiction. 3.05 Each of the parties hereto shall permit any of the other parties hereto and their employees, agents and contractors, access at all reasonable times to any property and assets of the Borrower upon which it has a prior charge or security interest in accordance with the terms hereof and to permit such other party to remove such property and assets from the premises of the Borrower at all reasonable times without interference, provided that such other party shall promptly repair any damage caused to the premises by the removal of any such property or assets. 3.06 With the exception of monies deposited in any accounts designated as trust accounts by the Borrower for the benefit of BDC, BDC shall not be entitled, notwithstanding anything to the contrary in this Agreement, to make a claim against any monies which such money are deposited in or disbursed from any account of the Borrower maintained with the Lender, except for monies deposited therein after the time the Lender has been collected, for principal, premium (if any), received written notice from BDC that it is enforcing the BDC Security against the Borrower and which are not subject to the security interest and priority of the Lender as set out and agreed to in this Agreement. 3.07 If any Additional Amounts ratablyperson, without preference other than the Secured Parties, shall have a valid claim, right or interest in or to any of the present or after-acquired personal property of the Borrower which is subject to all or any part of the Security, or the Proceeds thereof, in priority to or on a parity with one of the Secured Parties but not in priority to or on a parity with the other Secured Party, then this Agreement shall not apply so as to diminish the rights (as such rights would have been but for this Agreement) of such other Secured Party to such property or the Proceeds thereof. 3.08 Nothing in this Agreement affects the priority of any kind, according to security over the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to Borrower’s real property interests held by BDC or the CompanyLender. The Trustee, upon prior written notice real property interests of the Borrower are excluded from the operation of this agreement. 3.09 This Agreement is not intended to affect the Company, priority of any third party claims and no such parties may fix record dates benefit from anything contained herein. 3.10 Nothing in this Agreement shall affect the priority of purchase money security interests (as defined in the PPSA) properly perfected under the PPSA and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company hereafter acquired by BDC or the Guarantor Lender in any court it is necessary to convert the sum due in respect specific equipment of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentBorrower.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such those Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “"Required Currency”") into a currency in which a judgment will be rendered (the “"Judgment Currency”"), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The the City of New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or Company nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgment.

Priorities. (i) The Investors who hold Registrable Securities will have absolute priority over any other securities included in a Demand Registration. If other securities are included in any Demand Registration that is an underwritten offering, and the Trustee collects managing underwriter for such offering advises the Company that in its opinion the amount of securities to be included exceeds the amount of securities which can be sold in such offering without adversely affecting the marketability thereof, notwithstanding any money pursuant other provision of this Section 2.01(g), if the managing underwriter advises the Holders in writing that marketing factors require a limitation on the number of shares to this Article VIbe underwritten, it the securities of the Company held by persons who are not Holders shall pay out be excluded from such registration to the money extent so required by such limitation. If, after the exclusion of such shares, still further reductions are required, the number of shares included in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid registration by each Holder of Management Stock shall be reduced on a pro rata basis (based on the Securities in respect percentage of which the outstanding Common Stock held by each such Holder, assuming the conversion of the Preferred Stock and any other convertible preferred or for common stock and the benefit exercise of which any options, warrants and similar rights held by such money has been collected, for principal, premium (if anyHolder), interest and any Additional Amounts ratably, without preference or priority by such minimum number of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it shares as is necessary to convert comply with such request. If, after the sum due exclusion of such shares, still further reductions are required, the number of shares included in respect the registration by each Holder of Investor Stock shall be reduced on a pro rata basis (based on the percentage of the principal ofoutstanding Common Stock held by each such Holder, premium (if any) assuming the conversion of the Preferred Stock and any other convertible preferred or interest on or Additional Amounts with respect to common stock and the Securities exercise of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”options, warrants and similar rights held by such Holder), by such minimum number of shares as is necessary to comply with such request. No Registrable Securities or any other securities excluded from the rate underwriting by reason of exchange used the underwriter's marketing limitation shall be included in such registration. If the rate at which in accordance with normal banking procedures underwriter has not limited the Trustee could purchase in The City number of New York Registrable Securities or other securities to be underwritten, the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None Company and officers and directors of the Company, Company who are not Management Holders may include its or their securities for its or their own account in such registration if the Guarantor or underwriters so agree and if the Trustee shall number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be liable for any shortfall nor shall any of them benefit from any windfall in payments to limited. (ii) J. H. Xxxxxxx xxx Blackstone will have absolute priority over other Holders of Registrable Securities under this in a Demand Registration made pursuant to Section 6.10 caused by 2.01(b). If other securities are included in such a change in exchange rates between the time the amount of a judgment against it Demand Registration that is calculated as above an underwritten offering, and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of managing underwriter for such judgment shall discharge all amounts owed by offering advises the Company and the Guarantor Holders in writing that in its opinion the amount of securities to be included exceeds the amount of securities which can be sold in such offering without adversely affecting the marketability thereof, notwithstanding any other provision of this Agreement to the contrary, the securities of the Company held by persons who are not Holders shall be excluded from such registration to the extent so required by such limitation. If, after the exclusion of such shares, still further reductions are required, the number of shares included in the registration by each Holder of Management Stock shall be reduced on a pro rata basis (based on the claim percentage of the outstanding Common Stock held by each such Holder, assuming the conversion of the Preferred Stock and any other convertible preferred or claims underlying common stock and the exercise of any options, warrants and similar rights held by such judgmentHolder), by such minimum number of shares as is necessary to comply with such request. If, after the exclusion of such shares held by persons who are not Holders and each Holder of Management Stock, further reductions are required, the number of shares included in the registration by each Holder of Investor Stock (excluding J. H. Xxxxxxx xxx Blackstone) shall be reduced on a pro rata basis (based on the percentage of the outstanding Common Stock held by each such Holder, assuming the conversion of the Preferred Stock and any other convertible preferred or common stock and the exercise of any options, warrants and similar rights held by such Holder), by such minimum number of shares as is necessary to comply with such request. If, after such reductions, further reductions are required, the number of shares included in the registration by each of J. H. Xxxxxxx xxx Blackstone shall be reduced on a pro rata basis (based on the percentage of the outstanding Common Stock held by each of J. H. Xxxxxxx xxx Blackstone, assuming the conversion of the Preferred Stock and any other convertible preferred or common stock and the exercise of any options, warrants and similar rights held by J. H. Xxxxxxx xxx Blackstone)." 7. The first sentence of Section 2.02(a) of the Agreement is hereby amended as follows: The words, "If the Company shall determine to register any of its securities for its own account or for the account of other security holders of the Company on any registration form (other than a registration relating solely to benefit plans, or a registration relating solely to a Rule 145 transaction, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) which permits the inclusion of Registrable Securities (a "Piggyback Registration")," are hereby replaced with the words, "If the Company shall determine to register any of its securities for its own account or for the account of other security holders of the Company on any registration form (other than a registration of the Company's Series C Preferred Stock for its own account, a registration relating solely to benefit plans, a registration relating solely to a Rule 145 transaction, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) which permits the inclusion of Registrable Securities (a "Piggyback Registration"),". 8. Section 3.01 and Section 3.02 are hereby deleted in their entirety and replaced with the following:

Priorities. If The indebtedness evidenced by this Note and the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect payment of which or for the benefit of which such money has been collected, for all principal, premium (if any), interest and any Additional Amounts ratablyother amounts payable hereunder is a senior obligation of the Company and shall be Senior (as hereinafter defined) to, without preference and have priority in right of payment over, all Indebtedness (as hereinafter defined) of the Company incurred following the date hereof and any subordinated or priority junior subordinated Indebtedness outstanding as of the date hereof. “Senior” means that, in the event of any kinddefault in the payment of the obligations represented by this Note or of any liquidation, according to the amounts due and payable on such Securities for principalinsolvency, premium (if any)bankruptcy, interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice reorganization or similar proceedings relating to the Company, may fix record dates and payment dates for all amounts payable under this Note shall first be paid in full before any payment to Holders pursuant to this Article VI. To is made upon any other Indebtedness hereinafter incurred (including any Indebtedness guaranteed by the fullest extent allowed under applicable lawCompany) or any subordinated or junior subordinated Indebtedness outstanding as of the date hereof, if for the purpose of obtaining a judgment against the Company or the Guarantor and, in any court it is necessary to convert the sum due such event, any payment or distribution of any character which shall be made in respect of any other Indebtedness of Company shall be paid to the principal ofHolder for application to the payment hereof, premium (if any) or interest on or Additional Amounts unless and until the obligations under this Note shall have been paid and satisfied in full. “Indebtedness” means, with respect to a specified Person: (a) all indebtedness of such Person for borrowed money; (b) all obligations of such Person for the Securities deferred purchase price of property or services (other than current accounts payable and accrued expenses incurred in the ordinary course of business irrespective of when paid); (c) all obligations of such Person evidenced by bonds, debentures, notes, loan agreements, credit agreements or other similar instruments; (d) all obligations and liabilities of such Person created or arising under any series conditional sales or other title retention agreements with respect to property used and/or acquired by such Person; (e) all capitalized lease obligations of such Person; (f) all aggregate xxxx-to-market exposure of such Person under hedging agreements; (g) all obligations in respect of letters of credit (whether drawn or supporting obligations that constitute Indebtedness) and bankers’ acceptances; (h) all obligations referred to in clauses (a) through (g) of this definition of another Person guaranteed by the “Required Currency”specified Person or secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) into a currency in which a judgment will be rendered (an Encumbrance upon property owned by the “Judgment Currency”)specified Person, whether or not the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor specified Person has assumed or the Trustee shall be become liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentIndebtedness.

Priorities. If the Trustee collects any money pursuant to this Article VIArticle, it shall pay out be applied, subject to the money Intercreditor Agreement and the Collateral Agency Agreement, to amounts owed with respect to all Senior Secured Notes and will be applied ratably to the Holders of Senior Secured Notes in the following orderorder from time to time (to the extent such order does not conflict with Section 5 of the Collateral Agency Agreement), on the date or dates fixed by the Trustee: First: (i) first, to the payment of all amounts due to the Trustee or any predecessor Trustee under this Indenture; (ii) second; (A) in case the unpaid principal amount of the Outstanding Senior Secured Notes has not become due, to the payment of any overdue interest, (B) in case the unpaid principal amount of a portion of the Outstanding Senior Secured Notes has become due, first to the payment of accrued interest on all Outstanding Senior Secured Notes for amounts due under Section 7.07; Second: overdue principal, premium, if any, and overdue interest, and next to Holders for amounts the payment of the overdue principal on all Senior Secured Notes or (C) in case the unpaid principal amount of all the Outstanding Senior Secured Notes has become due, first to the payment of the whole amount then due and unpaid on upon the Securities in respect of which or for the benefit of which such money has been collected, Outstanding Senior Secured Notes for principal, premium (premium, if any), and interest, together with interest for overdue principal, premium, if any, and overdue interest; and (iii) third, in case the unpaid principal amount of all the Outstanding Senior Secured Notes has become due, and all of the outstanding principal, premium, if any, interest and other amounts owed in connection with the Senior Secured Notes have been fully paid, any Additional Amounts ratably, without preference or priority of any kind, according surplus then remaining will be paid to the amounts due and payable on such Securities for principalIssuer, premium (if any)or to whomsoever may be lawfully entitled to receive the same, interest and any Additional Amounts, respectively; and Third: to the Companyor as a court of competent jurisdiction may direct. The Trustee, upon prior written notice to the Company, Trustee may fix a record dates date and payment dates date for any payment to Holders of Senior Secured Notes pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgment5.10.

Priorities. (a) If an Event of Default shall have occurred and be continuing ] and if an acceleration has been declared and not rescinded pursuant to Section 5.02 hereof, the Indenture Trustee may, and shall, at the written direction of the Holders of a majority of the aggregate Note Balance of the Notes, do one or more of the following (subject to Section 5.05 hereof): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Notes; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; PROVIDED, HOWEVER, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the applicable Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Holders of a majority of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C), the Indenture Trustee may, but need not, obtain and rely upon written advice or an opinion (obtained at the expense of the Trust) of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, so long as a Event of Servicing Termination has not occurred, any sale of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Sale and Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article VIV, it shall pay out the money or property in the following order: First: : (i) to the Indenture Trustee for amounts due under Section 7.07; Second: 6.07 hereof and to Holders the Owner Trustee for amounts due pursuant to Article VII of the Trust Agreement; (ii) to the Noteholders (in the order set forth in Section 5.03 of the Sale and Servicing Agreement) for amounts due and unpaid on the Securities in Notes with respect of which or for the benefit of which such money has been collected, for principal, premium to interest; (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according iii) to the Noteholders (in the order set forth in Section 5.03 of the Sale and Servicing Agreement) for amounts due and payable unpaid on such Securities for the Notes with respect to principal, premium ; (if any), interest and any Additional Amounts, respectively; and Third: iv) to the CompanyNoteholders (in the order set forth in Section 5.03 of the Sale and Servicing Agreement) for the amount of any related Allocated Realized Loss Amount; (v) to the Noteholders (in the order set forth in Section 5.03 of the Sale and Servicing Agreement) for amounts due and unpaid on the Notes with respect to any related Net WAC Rate Carryover Amount; and (vi) to the payment of the remainder, if any to the Certificate Paying Agent on behalf of the Issuer or to any other person legally entitled thereto. The Trustee, upon prior written notice to the Company, Indenture Trustee may fix a record dates date and payment dates Payment Date for any payment to Holders Noteholders pursuant to this Article VISection 5.04. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”)At least 15 days before such record date, the rate of exchange used Indenture Trustee shall be mail to each Noteholder a notice that states the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Companyrecord date, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time Payment Date and the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentbe paid.

Priorities. (a) If the Trustee collects Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to the Collateral or the Notes pursuant to this Article VI, it or otherwise and any money that may then be held or thereafter received by the Indenture Trustee with respect to the Collateral or the Notes shall pay out the money be applied on each Payment Date in the following orderorder and priority based solely on the Payment Date Statement upon which the Indenture Trustee may conclusively rely: First: first, to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due pay any accrued and unpaid on fees and expenses of the Securities in respect of which or for Owner Trustee, the benefit of which such money has been collected, for principal, premium Indenture Trustee and the Trust Agent (if any), interest and any Additional Amounts ratably, including attorneys fees) without preference or priority of any kind; provided that if the Event of Default which results in the application of this Section 5.06 is an Event of Default described in Section 5.01(c), according the maximum aggregate amount payable pursuant to this clause first shall be $25,000; second, to the amounts due and payable Note Holders, to pay accrued interest on such Securities for principalthe Notes on a pro rata basis based on the interest accrued (including, premium (if any)to the extent permitted by applicable law, interest accrued on any interest accrued but not timely paid) at the Interest Rate; third, to the Note Holders, to pay principal on the Notes on a pro rata basis based on the Outstanding Amount of the Notes, until the Outstanding Amount of the Notes is reduced to zero; fourth, to pay any remaining accrued and unpaid fees and expenses of the Owner Trustee, the Indenture Trustee and the Trust Agent without preference or priority of any Additional Amounts, respectivelykind; and Third: fifth, any excess amounts remaining after making the distributions described in clauses first through fourth to the Company. Certificate Distribution Account. (b) The Trustee, upon prior written notice to the Company, Indenture Trustee may fix a record dates date and payment dates date for any payment to Note Holders pursuant to this Article VISection. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”)At least 15 days before such record date, the rate of exchange used Issuer shall be mail to each Note Holder and the rate at which in accordance with normal banking procedures Indenture Trustee a notice that states the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Companyrecord date, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time payment date and the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentbe paid.

Priorities. If (a) With respect to the First-Priority Collateral, the Trustee collects any money pursuant to this Article VI, it shall pay out any money or property received by it from the Collateral Agent, whether pursuant to the foreclosure or other remedial provisions contained in the Collateral Documents or the Intercreditor Agreement (including any money or property deposited into the Collateral Account in connection therewith) or otherwise, in the following order: First: to the Trustee for amounts due to it under Section 7.077.6 and to the Collateral Agent for fees and expenses incurred under the Collateral Documents or the Intercreditor Agreement; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (premium, if any), interest and any Additional Amounts interest, ratably, without preference or priority of any kind, according to the amounts due and payable on such the Securities for principal, premium (premium, if any), interest and any Additional Amountsinterest, respectively; and Third: to the CompanyCompany or, to the extent the Trustee receives any amount for any Subsidiary Guarantor, to such Subsidiary Guarantor; and (b) With respect to the Second-Priority Collateral, the Trustee shall pay out any money or property received by it from the Collateral Agent, whether pursuant to the foreclosure or other remedial provisions contained in the Collateral Documents or the Intercreditor Agreement (including any money or property deposited into one or more accounts under the control of the ABL Agent) or otherwise, in the following order: First: to the Trustee for amounts due to it under Section 7.6 and to the Collateral Agent for fees and expenses incurred under the Collateral Documents or the Intercreditor Agreement; Second: to Holders for amounts due and unpaid on the Securities for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal, premium, if any, and interest, respectively; and Third: to the Company or, to the extent the Trustee receives any amount for any Subsidiary Guarantor, to such Subsidiary Guarantor; provided, however, that the payments set forth above shall with respect to the Second-Priority Collateral be made subject to the Intercreditor Agreement. The Trustee, upon prior written notice to the Company, Trustee may fix a record dates date and payment dates date for any payment to Holders pursuant to this Article VISection. To the fullest extent allowed under applicable lawAt least 15 days before such record date, if for the purpose of obtaining a judgment against the Company or shall mail to each Holder and the Guarantor in any court it is necessary to convert Trustee a notice that states the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”)record date, the rate of exchange used shall payment date and amount to be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentpaid.

Priorities. If the Trustee collects any money or property pursuant to this Article VI6, it shall pay out and distribute the money or property in the following order: order of priority: (i) First: , to the Trustee for amounts due under Section 7.07; payment of all Indenture Agent Expenses accrued but unpaid through the date of such payment, to such Persons as shall be entitled thereto; (ii) Second: , to the Holders for amounts due of record of the A Notes, pro rata in proportion to the Outstanding Principal Balance of each of them until the principal and premium, if any, accrued and unpaid interest (including interest accruing on or after the Securities filing of any petition in bankruptcy or for reorganization relating to an Obligor whether or not a claim for post-filing interest is allowed in such proceeding) and any other amounts owing in respect of which or for the benefit A Notes shall have been paid in full, it being understood that that moneys shall be applied first to accrued and unpaid interest and second to the payment of which such money has been collected, for principal, premium (if any), and any other amounts owing in respect of the A Notes; and (iii) Third, to the Holders of record of the B Notes, pro rata in proportion to the Outstanding Principal Balance of each of them until the principal and premium, if any, accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to an Obligor whether or not a claim for post-filing interest is allowed in such proceeding) and any other amounts owing in respect of the B Notes shall have been paid in full, it being understood that that moneys shall be applied first to accrued and unpaid interest and any Additional Amounts ratably, without preference or priority of any kind, according second to the amounts due and payable on such Securities for payment of principal, premium (if any), interest and any Additional Amountsother amounts owing in respect of the B Notes. To the extent all distributions provided for in this Indenture have been made in full, respectively; and Third: any excess money or property shall be paid to the Company. The TrusteeIssuer, upon prior written notice or, to the Companyextent the Trustee collects any amount for any Guarantor, to such Guarantor: The Trustee may fix a record dates date and payment dates date for any payment to the Holders pursuant to this Article VISection. To the fullest extent allowed under applicable lawAt least 15 days before such record date, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments mail or electronically transmit to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above each Holder and the time Issuer a notice that states the Trustee converts record date, the Judgment Currency into the Required Currency payment date and amount to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentbe paid.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the a Subsidiary Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used for purposes of rendering the judgment shall be the rate at which in accordance with normal banking procedures the Trustee Company could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the any Subsidiary Guarantor or the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee Company converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor Subsidiary Guarantors on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money or property pursuant to this Article VI, subject to Article X, it shall pay out the money or property in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such that money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such those Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon on prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Business Day in The City of New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or Company nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such that judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such that judgment.

Priorities. If the Trustee collects any money pursuant to this Article VI6, it shall pay out the money in the following order: First: to the Trustee Trustee, the Agents and their respective agents and attorneys for amounts due under Section 7.077.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and (where applicable), the Agents and the costs and expenses of collection in connection with this Indenture, the Security Documents or the Notes, including the collection or distribution of such amounts held or realized or in connection with expenses incurred in enforcing its remedies under the Security Documents and preserving the Collateral and all amounts for which the Trustee is entitled to indemnification under the Security Documents; Second: in case the principal of the outstanding Notes shall not have become due and be unpaid, to Holders the payment of Interest on the Notes in default in the order of the maturity of the installments of such Interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of Interest at the rate specified in the Notes, such payments to be made ratably to the Persons entitled thereto; Third: in case the principal of the outstanding Notes shall have become due, by declaration or otherwise, and be unpaid to the payment of the whole amount then owing and unpaid upon the Notes for principal and Interest, with Interest on the overdue principal and (to the extent that such Interest has been collected by the Trustee) upon overdue installments of Interest at the rate specified in the Notes, and in case such monies shall be insufficient to pay in full the whole amounts so due and unpaid on upon the Securities in respect Notes, then to the payment of which or for the benefit of which such money has been collected, for principal, premium (if any), interest principal and any Additional Amounts ratably, Interest without preference or priority of principal over Interest, or of Interest over principal, or of any kindinstallment of Interest over any other installment of Interest, according or of any Note over any other Note, ratably to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment aggregate of such judgment shall discharge all amounts owed by the Company principal and the Guarantor on the claim or claims underlying such judgment.accrued and unpaid Interest; and

Priorities. If the Trustee collects any money pursuant to this Article VI, subject to Article X, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “"Required Currency”") into a currency in which a judgment will be rendered (the “"Judgment Currency”"), the rate of exchange used for purposes of rendering the judgment shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or Company nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money pursuant to this Article VI, subject to Article X, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the a Subsidiary Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used for purposes of rendering the judgment shall be the rate at which in accordance with normal banking procedures the Trustee Company could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the any Subsidiary Guarantor or the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee Company converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor Subsidiary Guarantors on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money or property pursuant to this Article VIVI or, it after an Event of Default, any money or property is distributable in respect of the Company’s obligations under this Indenture, such money or property shall pay be paid out the money in the following order: First: to the Trustee (including any predecessor Trustee) for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such that money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such those Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon on prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on on, or Additional Amounts with respect to to, the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used for purposes of rendering the judgment shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Business Day in The City of New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or Company nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such that judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such that judgment.

Priorities. If (a) With respect to the First Priority Collateral, the Trustee collects any money pursuant to this Article VI, it shall pay out any money or property received by it from the Collateral Agent, whether pursuant to the foreclosure or other remedial provisions contained in the Collateral Documents or the Intercreditor Agreements (including any money or property deposited into the Non-ABL Collateral Account in connection therewith) or otherwise, in the following order: First: to the Trustee for amounts due to it under Section 7.077.6 and to the Collateral Agent for fees and expenses incurred under the Collateral Documents or the Intercreditor Agreements; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (premium, if any), interest and any Additional Amounts interest, ratably, without preference or priority of any kind, according to the amounts due and payable on such the Securities for principal, premium (premium, if any), interest and any Additional Amountsinterest, respectively; and Third: to the CompanyCompany or, to the extent the Trustee receives any amount for any Subsidiary Guarantor, to such Subsidiary Guarantor; and (b) With respect to the Second Priority Collateral, the Trustee shall pay out any money or property received by it from the Collateral Agent, whether pursuant to the foreclosure or other remedial provisions contained in the Collateral Documents or the Intercreditor Agreements (including any money or property deposited into the ABL Collateral Account in connection therewith) or otherwise, in the following order: First: to the Trustee for amounts due to it under Section 7.6 and to the Collateral Agent for fees and expenses incurred under the Collateral Documents or the Intercreditor Agreements; Second: to Holders for amounts due and unpaid on the Securities for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal, premium, if any, and interest, respectively; and Third: to the Company or, to the extent the Trustee receives any amount for any Subsidiary Guarantor, to such Subsidiary Guarantor; provided, however, that the payments set forth above shall with respect to the Second Priority Collateral be made only after the satisfaction and discharge in full of the security interest and lien of the administrative agent under the ABL Credit Facility pursuant to the ABL Credit Facility and related documents. The Trustee, upon prior written notice to the Company, Trustee may fix a record dates date and payment dates date for any payment to Holders pursuant to this Article VISection. To the fullest extent allowed under applicable lawAt least 15 days before such record date, if for the purpose of obtaining a judgment against the Company or shall mail to each Holder and the Guarantor in any court it is necessary to convert Trustee a notice that states the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”)record date, the rate of exchange used shall payment date and amount to be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentpaid.

Priorities. If The indebtedness evidenced by this Note and the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect payment of which or for the benefit of which such money has been collected, for all principal, premium (if any), interest and any Additional Amounts ratablyother amounts payable hereunder is a senior obligation of the Company and shall: (i) be Senior (as hereinafter defined) to, without preference and have priority in right of payment over, all Indebtedness (as hereinafter defined) of the Company incurred following the date hereof and any subordinated or priority junior subordinated Indebtedness outstanding as of the date hereof, and (ii) rank pari passu to the notes issued pursuant to the Xxxxx Purchase Agreement (as defined in the Purchase Agreement) and any other senior obligations of the Company outstanding as of the date hereof. “Senior” means that, in the event of any kinddefault in the payment of the obligations represented by this Note or of any liquidation, according to the amounts due and payable on such Securities for principalinsolvency, premium (if any)bankruptcy, interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice reorganization or similar proceedings relating to the Company, may fix record dates and payment dates for all amounts payable under this Note shall first be paid in full before any payment to Holders pursuant to this Article VI. To is made upon any other Indebtedness hereinafter incurred (including any Indebtedness guaranteed by the fullest extent allowed under applicable lawCompany) or any subordinated or junior subordinated Indebtedness outstanding as of the date hereof, if for the purpose of obtaining a judgment against the Company or the Guarantor and, in any court it is necessary to convert the sum due such event, any payment or distribution of any character which shall be made in respect of any other Indebtedness of Company shall be paid to the principal ofHolder for application to the payment hereof, premium (if any) or interest on or Additional Amounts unless and until the obligations under this Note shall have been paid and satisfied in full. “Indebtedness” means, with respect to a specified Person: (a) all indebtedness of such Person for borrowed money; (b) all obligations of such Person for the Securities deferred purchase price of property or services (other than current accounts payable and accrued expenses incurred in the ordinary course of business irrespective of when paid); (c) all obligations of such Person evidenced by bonds, debentures, notes, loan agreements, credit agreements or other similar instruments; (d) all obligations and liabilities of such Person created or arising under any series conditional sales or other title retention agreements with respect to property used and/or acquired by such Person; (e) all capitalized lease obligations of such Person; (f) all aggregate xxxx-to-market exposure of such Person under hedging agreements; (g) all obligations in respect of letters of credit (whether drawn or supporting obligations that constitute Indebtedness) and bankers’ acceptances; (h) all obligations referred to in clauses (a) through (g) of this definition of another Person guaranteed by the “Required Currency”specified Person or secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) into a currency in which a judgment will be rendered (an Encumbrance upon property owned by the “Judgment Currency”)specified Person, whether or not the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor specified Person has assumed or the Trustee shall be become liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentIndebtedness.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York, New York the Required Currency with the Judgment Currency on the Business Day in The City of New York, New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or Company nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such that money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such those Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon on prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Business Day in The City of New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or Company nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such that judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such that judgment.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall shall, subject to Article X, pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York, New York the Required Currency with the Judgment Currency on the Business Day in The City of New York, New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or Company nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money pursuant to this Article VI, subject to Article X, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the a Subsidiary Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used for purposes of rendering the judgment shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the any Subsidiary Guarantor or the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor Subsidiary Guarantors on the claim or claims underlying such judgment.

Priorities. If The proceeds from the Trustee collects enforcement of the Charge are to be applied (notwithstanding any money pursuant to this Article VI, it shall pay out order of payment in the money Supplementary Terms Notice) in the following order: First: order of priority, subject to any other priority which may be required by statute or law: (a) first, to pay (pari passu and rateably): (i) any fees and other expenses due to the Security Trustee for amounts or the Note Trustee; (ii) any fees and other expenses due under Section 7.07; Second: to Holders for amounts the Principal Paying Agent; (iii) any Expenses then due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities Trust; and (iv) the Receiver's remuneration; (b) second, to pay all costs, charges, expenses and disbursements properly incurred in the exercise of any series (Power by the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”)Security Trustee, the rate Note Trustee, a Receiver or an Attorney or other amounts (other than -------------------------------------------------------------------------------- Page 25 Security Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- those referred to in paragraph (d)) payable to the Security Trustee or the Note Trustee under this deed; (c) third, to pay any unpaid Accrued Interest Adjustment due to the Approved Seller; (d) fourth, to repay the Mortgage Insurer any moneys previously paid under the Mortgage Insurance Policy by way of exchange used shall timely payment cover but only to the extent that funds are received from the relevant Obligor; (e) fifth, to pay to the Swap Provider under the Interest Rate Swap any Break Payments received by or on behalf of the Trustee from a Borrower or the Mortgage Insurer and which have not previously been paid to that Swap Provider. (f) sixth, to pay (pari passu and rateably): (i) all Secured Moneys owing to the Support Facility Providers (other than the Currency Swap Provider); (ii) all Secured Moneys owing to the Class A Noteholders (as at the date of payment); (iii) all Secured Moneys owing in relation to any Redraws made by the Approved Seller for which it has not been reimbursed under the Trust Documents; and (iv) all Secured Moneys owing to the Currency Swap Provider under a Confirmation relating to Class A Notes (but without double counting with payments under sub-paragraph (ii)); (g) seventh, all Secured Moneys owing to the Class B Noteholders (as at the date of payment); (h) eighth, to pay (pari passu and rateably) any amounts not covered above owing to any Mortgagee under any Trust Document; (i) ninth, to pay all monies owing to the Mortgage Insurer and not paid under Clause 16.1(d); (j) tenth, to pay the holder of any subsequent Security Interest over Trust Assets of which the Security Trustee has notice of the amount properly secured by the Security Interest; (k) eleventh, to pay any surplus to the Chargor to be the rate at which distributed in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above Master Trust Deed and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgment.the

Priorities. If (a) Notwithstanding (i) the Trustee collects date, time, manner or order of filing or recordation of any money pursuant document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any of the Liens granted (or purported to this Article VI, it shall pay out the money in the following order: First: be granted) to the Trustee for amounts due under Section 7.07; Second: Secured Parties on any Used Truck Collateral, (ii) any provisions of the UCC, Bankruptcy Law, any applicable law or any financing document, (iii) whether any Secured Party, either directly or through agents, holds possession of, or has control over, all or any part of the Used Truck Collateral, (iv) any subordination, voiding, avoidance, invalidation or lapse of any Lien on all or any part of the Used Truck Collateral, (v) any defect or deficiencies in, or failure to Holders for amounts due and unpaid perfect, any such Liens on all or any part of the Used Truck Collateral or (vi) any other circumstance of any kind or nature whatsoever, the Liens on the Securities Used Truck Collateral securing the ABL Obligations (such Lien, the “Junior Lien”) shall be junior and subordinated in all respects to the Liens on the Used Truck Collateral securing the Used Truck Financing Obligations. The ABL Agent and the ABL Secured Parties agree that they shall (x) have no rights with respect to the Used Truck Collateral other than to hold the Junior Lien and to receive a share of which or for the benefit of which such money has been collectedProceeds thereof, for principal, premium (if any), interest after the Discharge of Used Truck Financing Obligations has occurred and (y) not be entitled to take any Additional Amounts ratablyenforcement action with respect to any Lien, without preference claim or priority of any kind, according to the amounts due rights and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due remedies in respect of the principal ofUsed Truck Collateral other than actions authorized by this Agreement, premium in each case unless and until the Discharge of Used Truck Financing Obligations has occurred; provided that nothing in this Agreement shall limit the right of the ABL Agent or the ABL Secured Parties to enforce this Agreement. (if anyb) Notwithstanding anything herein to the contrary, any of the ABL Agent and the ABL Secured Parties may: (i) file a claim or statement of interest on or Additional Amounts with respect to the Securities ABL Obligations; provided that an Insolvency Proceeding has been commenced by or against Borrower; (ii) take any action (not adverse to the priority status of any series the Liens on the Used Truck Collateral securing the Used Truck Financing Obligations (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”giving effect to this Agreement), or the rate rights of exchange used the Used Truck Lender to exercise rights or remedies in respect thereof (it being understood that any objection to a sale of Used Truck Collateral by Borrower that is not objected to by the Used Truck Lender, or any objection to any related sale process (including any sale or bidding procedures motion), shall be deemed to be adverse to the rate at which priority status of the Liens on Used Truck Collateral) in order to create, prove, perfect, preserve or protect its Lien on any of the Used Truck Collateral; (iii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the ABL Agent or the ABL Secured Parties, including any claims secured by the Used Truck Collateral, if any, in each case in accordance with normal banking procedures the Trustee could purchase terms of this Agreement; (iv) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Borrower arising under any ABL Document, Insolvency Proceeding or applicable non-bankruptcy law, in The City of New York the Required Currency each case not inconsistent with the Judgment Currency terms of this Agreement; (v) vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the Business Day in The City terms of New York next preceding that on which final judgment is given. None this Agreement, with respect to the ABL Obligations; (vi) exercise any of its rights or remedies with respect to any of the Company, Used Truck Collateral after the Guarantor Discharge of Used Truck Financing Obligations has occurred; and (vii) make a cash bid on all or any portion of the Trustee shall be liable for Used Truck Collateral in any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim foreclosure proceeding or claims underlying such judgmentaction.

Priorities. (a) If the Indenture Trustee collects any money or property pursuant to this Article VIFive, it shall pay out the money or property in the following orderorder and priority: First: FIRST, so much of such payment as shall be required to reimburse the Indenture Trustee for any tax, fee, expense, charge or other loss incurred by the Indenture Trustee (to the extent not previously reimbursed), (including, without limitation, the expense of sale, taking or other proceeding, attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee, liquidated or otherwise, upon the Event of Default giving rise to such expenditures or advances) shall be applied by the Indenture Trustee in reimbursement of such expenses; SECOND, so much of such payment remaining as shall be required to reimburse the Noteholders in full for amounts due under Section 7.07certain indemnity payments, if any, made by such Noteholders to the Indenture Trustee (to the extent not previously reimbursed) shall be distributed to the Noteholders, and, if the aggregate amount remaining shall be insufficient to reimburse all such payments in full, it shall be distributed ratably, without priority of any Noteholder over any other, in the proportion that the aggregate amount of such unreimbursed indemnity payments made by each such Noteholder bears to the aggregate amount of such unreimbursed indemnity payments made by all Noteholders; Second: THIRD, so much of such payment remaining as shall be required to Holders for amounts due and pay in full the aggregate amount of all accrued but unpaid interest to the date of distribution on the Securities Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and the Class X- 0 Notes shall be distributed to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and the Class A-4 Noteholders, and, if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class A Note and over any other Class A Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Class X- 0 Note, Class A-2 Note, Class A-3 Note or Class A-4 Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Class A Notes; FOURTH, so much of such payment remaining as shall be required to pay in full the aggregate amount of all accrued but unpaid interest to the date of distribution on the Class B Notes shall be distributed to the Class B Noteholders, and, if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class B Note over any other Class B Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Class B Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Class B Notes; FIFTH, so much of such payment remaining as shall be required to pay in full the aggregate amount of all accrued but unpaid interest to the date of distribution on the Class C Notes shall be distributed to the Class C Noteholders, and, if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class C Note over any other Class C Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Class C Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Class C Notes; SIXTH, so much of such payment remaining as shall be required to pay in full the aggregate amount of all accrued but unpaid interest to the date of distribution on the Class D Notes shall be distributed to the Class D Noteholders, and, if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class D Note over any other Class D Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Class D Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Class D Notes; SEVENTH, the balance, if any, of such payment remaining thereafter shall be distributed ratably to the Class A-1 Noteholders to pay in full the Class A-1 Principal Payment then due pursuant to or in respect of which or for the benefit of which Class A-1 Notes, and if the aggregate amount remaining shall be insufficient to pay all such money has been collectedamounts in full, for principal, premium (if any), interest and any Additional Amounts it shall be distributed ratably, without preference or priority of any kindone Class A-1 Note over any other Class A-1 Note, according in the proportion that the aggregate unpaid principal amount of each Class A-1 Note bears to the amounts due and payable on such Securities for principalaggregate unpaid principal amount of all Class A-1 Notes; EIGHTH, premium (the balance, if any), interest of such payment remaining thereafter shall be distributed ratably to the Class A-2 Noteholders to pay in full the Class A-2 Principal Payment Amount, then due pursuant to or in respect of the Class A-2 Notes, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any Additional Amountsone Class A-2 Note over any other Class A-2 Note, respectivelyin the proportion that the aggregate unpaid principal amount of each Class A-2 Note bears to the aggregate unpaid principal amount of all Class A-2 Notes; NINTH, the balance, if any, of such payment remaining thereafter shall be distributed ratably to the Class A-3 Noteholders to pay in full the Class A-3 Principal Payment Amount, then due pursuant to or in respect of the Class A-3 Notes, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class A-3 Note over any other Class A-3 Note, in the proportion that the aggregate unpaid principal amount of each Class A-3 Note bears to the aggregate unpaid principal amount of all Class A-3 Notes; TENTH, the balance, if any, of such payment remaining thereafter shall be distributed ratably to the Class A-4 Noteholders to pay in full the Class A-4 Principal Payment Amount, then due pursuant to or in respect of the Class A-4 Notes, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class A-4 Note over any other Class A-4 Note, in the proportion that the aggregate unpaid principal amount of each Class A-4 Note bears to the aggregate unpaid principal amount of all Class A-4 Notes; ELEVENTH, the balance, if any, of such payment remaining thereafter shall be distributed ratably to the Class B Noteholders to pay in full the Class B Principal Payment Amount, then due pursuant to or in respect of the Class B Notes, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class B Note over any other Class B Note, in the proportion that the aggregate unpaid principal amount of each Class B Note bears to the aggregate unpaid principal amount of all Class B Notes; TWELFTH, the balance, if any, of such payment remaining thereafter shall be distributed ratably to the Class C Noteholders to pay in full the Class C Principal Payment Amount, then due pursuant to or in respect of the Class C Notes, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class C Note over any other Class C Note, in the proportion that the aggregate unpaid principal amount of each Class C Note bears to the aggregate unpaid principal amount of all Class C Notes; and Third: THIRTEENTH, the balance, if any, of such payment remaining thereafter shall be distributed ratably to the Company. The TrusteeClass D Noteholders to pay in full the Class D Principal Payment Amount, upon prior written notice then due pursuant to or in respect of the Class D Notes, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class D Note over any other Class D Note, in the proportion that the aggregate unpaid principal amount of each Class D Note bears to the Company, aggregate unpaid principal amount of all Class D Notes. (b) The Indenture Trustee may fix a record dates date and payment dates date for any payment to Holders Noteholders pursuant to this Article VISection. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”)At least 15 days before such record date, the rate of exchange used Issuer shall be mail to each Noteholder and the rate at which in accordance with normal banking procedures Indenture Trustee a notice that states the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Companyrecord date, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time payment date and the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentbe paid.

Priorities. If the Trustee collects any money pursuant to this Article VI, subject to Article X, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used for purposes of rendering the judgment shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or Company nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money pursuant to this Article VI, it (a) All Life Sciences Debt and all Pinnacle Debt shall pay out the money be pari passu in the following order: First: right to the Trustee for amounts due under Section 7.07; Second: payment, priority, collection and enforcement thereof, except as otherwise set forth in this Agreement. (b) Notwithstanding (i) the date, time, method, manner or order of grant, or attachment of any Liens granted to Holders for amounts due and unpaid on the Securities any Life Sciences Lender or Pinnacle in respect of which all or for any portion of the benefit Collateral; (ii) the order or time of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference filing or priority recordation of any kinddocument or instrument for perfecting the Liens in favor of any Life Sciences Lender or Pinnacle in any Collateral; (iii) any provision of the UCC, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under other applicable law, if for any of the purpose of obtaining a judgment against the Company Pinnacle Debt Documents or the Guarantor in Life Sciences Debt Documents, each Life Sciences Lender and Pinnacle hereby agree that (A) any court it is necessary to convert the sum due Lien in respect of all or any portion of the principal ofCollateral now or hereafter held by or on behalf of Pinnacle that secures all or any portion of the Pinnacle Debt shall in all respects be pari passu to all Liens granted to the Life Sciences Lenders in such Collateral to secure all or any portion of the Life Sciences Debt and (B) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of the Life Sciences Lenders that secures all or any portion of the Life Sciences Debt shall in all respects be pari passu to all Liens granted to Pinnacle in such Collateral to secure all or any portion of the Pinnacle Debt. (c) In furtherance of the foregoing, premium all Collateral and all proceeds of Collateral received by any Life Sciences Lender or Pinnacle in connection with any Enforcement Action shall be applied ratably to repay the Pinnacle Debt and the Life Sciences Debt. (if anyd) So long as any of the Life Sciences Debt shall remain unpaid, the Life Sciences Lenders may at all times, in their discretion, exercise any and all powers and rights, including without limitation the right to foreclose or interest on otherwise realize upon any Collateral for the Life Sciences Debt in the event of a Life Sciences Debt Default, all without the necessity of obtaining any consent or Additional Amounts approval of Pinnacle, nor shall any Life Sciences Lender have any liability to Pinnacle for any action taken or failure to take any action with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentCollateral.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: : (a) First: to the Trustee for amounts due under Section 7.07; ; (b) Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and and (c) Third: to the CompanyPartnership. The Trustee, upon prior written notice to the CompanyPartnership, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company Partnership or the a Subsidiary Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of Neither the CompanyPartnership, the any Subsidiary Guarantor or nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company Partnership and the Guarantor Subsidiary Guarantors on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the a Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of Neither the Company, the any Guarantor or nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor Guarantors on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: 3.01 The BDC Security is hereby postponed and subordinated to the Trustee for amounts due security constituted by the Lender Security with respect to the Collateral to the extent of the Obligor’s indebtedness to the Lender from time to time, together with all accrued interest thereon and all costs, charges and expenses incurred by the Lender in connection therewith. 3.02 The subordinations and postponements herein shall apply in all events and circumstances regardless of: (a) the date of execution, attachment, registration or perfection of any security interest held by BDC or the Lender, or; (b) the date of any advance or advances made to the Obligor by BDC or the Lender; or (c) the date of default by the Obligor under Section 7.07any of the BDC Security or the Lender Security or the dates of crystallization of any floating charges held by BDC or the Lender; Second: to Holders for amounts due and unpaid on or (d) any priority granted by any principle of law or any statute, including the Securities in respect of which or for the benefit of which such money has been collectedPersonal Property Security Act (Ontario). 3.03 Any proceeds, for principal, premium (if any), interest and any Additional Amounts ratablyincluding, without preference limitation, any insurance proceeds received by the Obligor or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company by BDC or the Guarantor in any court it is necessary to convert the sum due Lender in respect of the principal of, premium (if any) collateral charged by the BDC Security or interest on or Additional Amounts the Lender Security shall be dealt with respect according to the Securities preceding provisions hereof as though such proceeds were paid or payable as proceeds of realization of the collateral for which they compensate. 3.04 If any series (of the “Required Currency”) into BDC Security or the Lender Security is claimed or found by a currency trustee in which bankruptcy or a judgment will court of competent jurisdiction to be rendered (unenforceable, invalid, unregistered or unperfected, then the “Judgment Currency”)foregoing provisions of this Article 3 shall not apply to such security to the extent that such security is so found to be unenforceable, invalid, unregistered or unperfected as against a third party unless the rate of exchange used secured party shall be diligently contesting such a claim and has provided the rate other party with a satisfactory indemnity. 3.05 Each of the parties hereto shall permit any of the other parties hereto and their employees, agents and contractors, access at all reasonable times to any property and assets of the Obligor upon which it has a prior charge or security interest in accordance with normal banking procedures the Trustee could purchase in The City of New York terms hereof and to permit such other party to remove such property and assets from the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None premises of the CompanyObligor at all reasonable times without interference, provided that such other party shall promptly repair any damage caused to the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed premises by the Company and the Guarantor on the claim removal of any such property or claims underlying such judgmentassets.

Priorities. If the Trustee collects any money pursuant to this Article VI, subject to Article X, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the a Subsidiary Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “"Required Currency”") into a currency in which a judgment will be rendered (the “"Judgment Currency”"), the rate of exchange used for purposes of rendering the judgment shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the any Subsidiary Guarantor or the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor Subsidiary Guarantors on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money pursuant to this Article VIVI it shall, it shall subject to Article X, pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such those Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “"Required Currency”") into a currency in which a judgment will be rendered (the “"Judgment Currency”"), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The the City of New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or Company nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgment.

Priorities. If Subject to the terms of the Security Documents and the First Lien/Second Lien Intercreditor Agreement, any money or property collected by the Trustee collects any money pursuant to this Article VI, it all proceeds, moneys or balances of any collection or sale of Collateral realized through the exercise by the Collateral Agent of its remedies under the Security Documents, as well as any Collateral consisting of cash at any time when remedies are being exercised under the Security Documents and any other money or property distributable in respect of the Issuers’ or any Subsidiary Guarantor’s obligations under this Indenture or the Security Documents after an Event of Default shall pay out the money be applied in the following order: FirstFIRST: to the payment of all out-of-pocket costs and expenses incurred by the Collateral Agent in connection with any such collection or sale or otherwise in connection with any Notes Document (as defined in the Collateral Agreement) or any of the 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 Collateral Agent under any Notes Document on behalf of any Issuer or Subsidiary Guarantor, any other costs or expenses incurred in connection with the exercise of any right or remedy under any Notes Document, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Notes Document in its capacity as such and to the Trustee for amounts due under Section 7.07hereunder; SecondSECOND: to Holders the holders for all Notes Obligations, including amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, Notes and Security Documents for principal, premium (premium, if any), interest and any Additional Amounts interest, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities the Notes for principal, premium (if any), interest principal and any Additional Amountsinterest, respectively; and ThirdTHIRD: to the Company, to the Co-Issuer or, to the extent the Trustee collects any amount for any Subsidiary Guarantor, to such Subsidiary Guarantor. The Trustee, upon prior written notice to the Company, Trustee may fix a record dates date and payment dates date for any payment to Holders the holders pursuant to this Article VISection 6.10. To the fullest extent allowed under applicable lawAt least 15 days before such record date, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments mail to Holders of Securities under this Section 6.10 caused by each holder and the Issuers a change in exchange rates between notice that states the time record date, the payment date and the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentbe paid.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the a Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the ““ Required CurrencyCurrency ”) into a currency in which a judgment will be rendered (the ““ Judgment CurrencyCurrency ”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York, New York the Required Currency with the Judgment Currency on the Business Day in The City of New York, New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgment.

Priorities. If (a) Notwithstanding the Trustee collects provisions of any money pursuant to this Article VIAuthority's Direct Agreement, the Authority agrees that it will not do, and will procure that no successor or assign of the Authority shall pay out the money in do, any of the following order: First: acts or things arising out of or in connection with the Project: (i) exercise any rights it may have under or arising out of any of the Authority's Direct Agreements save as contemplated by Clause 3(c); or (ii) recover, retain or receive (or seek to recover, retain or receive) any amount from any Sub-contractor or Authority's Counterparty or any of their respective guarantors or sureties; or (iii) compete with the Trustee Contractor's rights against any of the persons referred to in (ii) above in any liquidation or insolvency of any of such persons or claim to be subrogated to any rights of the Agent or any of the Senior Lenders; or (iv) petition for amounts due under Section 7.07; Second: or otherwise be a party to Holders any proceedings for amounts due and unpaid on the Securities winding-up or administration of any of the persons referred to in (ii) above or any other insolvency proceedings in respect of which any such persons, until the date (the "Priority Termination Date") on which: (i) all sums due contingent or for actual to the benefit Senior Lenders under the Senior Financing Agreements have been irrevocably paid and discharged in full; or (ii) the Agent has given its written consent to such exercise; or (iii) each of which such money the following conditions has been collected, for principal, premium satisfied: (1) the Contract has been terminated in accordance with its terms and as permitted by this Agreement; (2) the release of the Appointed Representative (if any) pursuant to Clauses 7(a) and/or 8(d) has taken effect; and (3) the Senior Lenders and the Contractor have exhausted (or irrevocably notified the Authority that they do not wish to pursue) all their direct and indirect legal rights and remedies against the Sub-contractors, the Authorities' Counterparties and their respective guarantors and sureties. (b) If the Authority receives any amount in contravention of the provisions of this Clause it shall promptly turn the same over to the Agent for the account of the Senior Lenders and, pending such payment, hold the same on trust for the Senior Lenders, provided that such trust shall not create any registrable security over such amount. (i) Following termination of the Contract in compliance with this Agreement, the Authority shall from the Termination Date be entitled to exercise its rights under the Authority's Direct Agreements to step in to and/or novate the agreements which are the subject of the Authority's Direct Agreements in accordance with the Authority's Direct Agreements. (ii) Until the Priority Termination Date, but following the Termination Date, the Authority shall not do anything to prejudice the benefits and rights referred to in (iii) below. (iii) Notwithstanding the terms of the Authority's Direct Agreements and any other provisions of this Clause 3(c), interest the Sub-contractors (and any Additional Amounts ratablyguarantors and sureties thereof) shall remain responsible, without preference or priority of any kindand be liable, according to the amounts due Contractor in respect of all costs, claims, damages, losses and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to liabilities which shall have arisen out of or in connection with the Company. The Trustee, upon prior written notice to agreements which are the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To subject of the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due Authority's Direct Agreements in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect period prior to the Securities of any series (Termination Date in relation to which the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency Agent acting on the Business Day in The City of New York next preceding that on which final judgment is given. None behalf of the Company, the Guarantor Contractor or the Trustee Senior Lenders shall be liable for retain the benefit of all and any shortfall nor rights to all such costs, claims, damage, losses and liabilities. (d) The Authority shall notify the Agent if it wishes to exercise any of them benefit from any windfall in payments to Holders of Securities its rights under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentAuthority's Direct Agreements.

Priorities. If Notwithstanding the Trustee collects date, manner, or order of perfection of the ownership or security interests of Creditor and the Bank in Borrower's right, title and interest in Scrap Butyl owned by or consigned to Borrower and proceeds thereof (the "Scrap Butyl Inventory"), and notwithstanding any money provisions of the Uniform Commercial Code (as in effect in any jurisdiction), or any applicable law or decision, or any provision of the Bank Documents or the Supply Agreement, or whether the Bank or Creditor, or any of their respective agents, has possession of the Scrap Butyl, as between the Bank and Creditor: (a) Creditor shall be deemed to be the owner of, and shall have a first and prior interest (or, in the event the Supply Agreement is deemed to create a security interest in favor of Creditor in the Specified Inventory securing the Creditor Obligations, a first and prior security interest) in (I) a portion of the Specified Inventory not exceeding at any time the lesser of(A) the balance of the "SerVaas Scrap Butyl" (as defined in the Supply Agreement), not yet used in Borrower's production, as determined by reference to the books and records of Borrower, or (B) the balance of the "SerVaas Scrap Butyl" not yet used in Borrower's production, as certified by Borrower to Creditor in the report of sales or Certification of Consigned Goods Status most recently delivered by Borrower to Creditor pursuant to this Article VIthe Supply Agreement and to the Bank, reduced by 266,667 pounds for each period of 30 days that has elapsed since the last day of the period covered by such report of sales and Certification of Consigned Goods Status and (ii) proceeds of insurance payable by reason of loss or damage to such portion of the Specified Inventory (but no other proceeds of Specified Inventory) (collectively, the "Specified Collateral"). (b) The Bank shall have a lien and security interest in all Scrap Butyl Inventory as security for the Bank Obligations, which lien and security interest (i) as it pertains to the Specified Collateral, shall pay out be JUNIOR, INFERIOR and SUBORDINATE only to the money interest of Creditor in the following order: First: Specified Collateral described in (a) above, and (ii) shall otherwise be SENIOR and SUPERIOR to any liens, security interests or other interests now or hereafter held by Creditor in the Scrap Butyl Inventory as security for the Creditor Obligations or otherwise. The priorities of the liens and security interests established, altered, or specified in this paragraph 1 are applicable, irrespective of the time or order of creation, attachment or perfection thereof, the method of perfection, the time or order of filing of financing statements or taking of possession, or the giving of or failure to give notice of the acquisition or expected acquisition of purchase money or other security interests; provided, however, that the subordinations and relative priorities set forth in this paragraph 1 are expressly conditioned upon the due and proper perfection, and the nonvoidability by a bankruptcy trustee, of any liens, security interests or other interests which have priority pursuant hereto, and provided further, however, that if any lien, security interest or other interest to which any other lien, security interest or other interest is subordinated pursuant hereto is not perfected, or is avoidable by a bankruptcy trustee for any reason, then the subordination specified herein with respect thereto shall, to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on extent not perfected or avoidable, as the Securities in respect of which or for the benefit of which such money has been collectedcase may be, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will not be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmenteffective.

Priorities. If (a) Subject to the Intercreditor Agreement, if the Trustee collects any money or property pursuant to this Article VI‎Article VI (including upon exercise of remedies with respect to the Collateral), it shall pay out the money or property in the following order: First: (1) FIRST: to the payment of all amounts owing to the Trustee and each Collateral Agent (in its capacity as such) and Authorized Representative (in its capacity as such) secured by such Collateral, in each case for amounts due to it under Section 7.07‎Section 7.6; (2) SECOND: subject to the provisions of the Intercreditor Agreement, to the payment in full of the First Lien Obligations of each Series on a ratable basis, with such proceeds to be applied to the First Lien Obligations of a given Series in accordance with the terms of the applicable First Lien Documents for such Series; Second: to Holders for amounts due and unpaid on provided that following the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority commencement of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose insolvency or liquidation proceeding of obtaining a judgment against the Company or any Guarantor, solely as among the Guarantor holders of First Lien Obligations and solely for the purposes of this ‎Section 6.10(a)(2) and not the indenture or other debt facility for the applicable Series of First Lien Obligations, in any court it is necessary to convert the sum due in respect event the value of the principal of, premium (if any) or interest on or Additional Amounts with respect to Shared Collateral is not sufficient for the Securities entire amount of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency Post-Petition Interest on the Business Day in The City of New York next preceding that on which final judgment is given. None First Lien Obligations to be allowed under Section 506(a) and (b) of the CompanyBankruptcy Code or any other applicable provision of the Bankruptcy Code or other applicable bankruptcy law in such insolvency or liquidation proceeding, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and First Lien Obligations of each Series of First Lien Obligations shall include only the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders maximum amount of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor Post-Petition Interest on the First Lien Obligations allowable under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other applicable Bankruptcy Law in such insolvency or liquidation proceeding. “Post-Petition Interest” for purposes of the Intercreditor Agreement means any interest or entitlement to fees or expenses or other charges that accrue after the commencement of any insolvency or liquidation proceeding, whether or not allowed or allowable as a claim in any such insolvency or claims underlying such judgment.liquidation proceeding; and

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall shall, subject to Article XI, pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the a Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York, New York the Required Currency with the Judgment Currency on the Business Day in The City of New York, New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money or property pursuant to this Article ARTICLE VI, it shall pay out the money or property in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such that money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such those Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon on prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article ARTICLE VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Business Day in The City of New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or Company nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such that judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such that judgment.

Priorities. If the Trustee collects any money pursuant to this Article VIArticle, it shall will deposit the same in a special account the Payment Fund and pay out the such money in the following order: (a) If the principal with respect to all Certificates will not have become or will not have been declared due and payable, all such moneys in the Payment Fund will be applied: First, Costs and Expenses: to the payment of the costs and expenses of the Trustee for and of the Owners in declaring such Event of Default, including reasonable compensation to its or their agents, attorneys and counsel; Second, Interest: to the payment to the persons entitled thereto of all installments of interest then due in the order of the maturity of such installments, and, if the amount available will not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably, according to the amounts due under Section 7.07thereon, to the persons entitled thereto, without any discrimination or preference; Secondand Third, Principal: to Holders the payment to the persons entitled thereto of the unpaid principal with respect to any Certificates which will have become due, whether at maturity or by call for prepayment, in the order of their due dates, with interest on the overdue principal at a rate equal to the rate paid with respect to the Certificates, and, if the amount available will not be sufficient to pay in full all of the amounts due with respect to the Certificates on any date, together with such interest, then to the payment thereof ratably, according to the amounts of principal due on such date to the persons entitled thereto, without any discrimination or preference. (b) If the principal with respect to all Certificates will have become or will have been declared due and unpaid on the Securities in respect of which or for the benefit of which payable, all such money has been collectedwill be applied (i) first to pay the Trustee’s fees and expenses, for principal, premium and then (if any), ii) to the payment of principal and interest and any Additional Amounts ratablythen due with respect to the Certificates, without preference or priority of principal or interest, or of any kindinstallment of interest over any other installment of interest, or of any Certificate over any other Certificate, ratably according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or privilege. (c) If the principal with respect to all Certificates will have been declared due and payable on and if such Securities for principaldeclaration will thereafter have been rescinded and annulled under the provisions of Section 8.02, premium (if any)then, interest and any Additional Amounts, respectively; and Third: subject to the Companyprovisions of subsection (b) above, if the principal with respect to all Certificates will later become due and payable or be declared due and payable, the money then remaining in and thereafter accruing to the Payment Fund will be applied in accordance with the provisions of subsection (a) above. The Trustee, upon prior written notice to the Company, Trustee may fix record dates and a payment dates date for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities Owners under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentSection.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall shall, subject to Article XI, pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the a Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York, New York the Required Currency with the Judgment Currency on the Business Day in The City of New York, New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money pursuant to this Article VI, subject to Article X, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the a Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used for purposes of rendering the judgment shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the any Guarantor or the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor Guarantors on the claim or claims underlying such judgment.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or Company nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgment.

Priorities. (a) If an Event of Default shall have occurred and be continuing and if an acceleration has been declared and not rescinded pursuant to Section 5.02 hereof, the Indenture Trustee may, and shall, at the written direction of the Holders of a majority of the aggregate Note Balance of the Notes, do one or more of the following (subject to Section 5.05 hereof): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise enforce any judgment obtained, and collect from the Issuing Entity and any other obligor upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Notes; and (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; PROVIDED, HOWEVER, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, unless (A) the Indenture Trustee obtains the consent of the Holders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds of such sale or liquidation distributable to the Holders of the Notes are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee determines that the Mortgage Loans will not continue to provide sufficient funds for the payment of principal of and interest on the applicable Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Holders of a majority of the aggregate Note Balance of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C), the Indenture Trustee may, but need not, obtain and rely upon written advice or an opinion (obtained at the expense of the Trust) of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing, so long as a Event of Servicing Termination has not occurred, any sale of the Trust Estate shall be made subject to the continued servicing of the Mortgage Loans by the Servicer as provided in the Sale and Servicing Agreement. (b) If the Indenture Trustee collects any money or property pursuant to this Article VIV, it shall pay out the money or property in the following order: First: : (i) to the Indenture Trustee for amounts due under Section 7.07; Second: 6.07 hereof and to Holders the Owner Trustee for amounts due pursuant to Article VII of the Trust Agreement; (ii) to the Noteholders (in the order set forth in Section 5.03 of the Sale and Servicing Agreement) for amounts due and unpaid on the Securities in Notes with respect of which or for the benefit of which such money has been collected, for principal, premium to interest; (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according iii) to the Noteholders (in the order set forth in Section 5.03 of the Sale and Servicing Agreement) for amounts due and payable unpaid on such Securities for the Notes with respect to principal, premium ; (if any), interest and any Additional Amounts, respectively; and Third: iv) to the CompanyNoteholders (in the order set forth in Section 5.03 of the Sale and Servicing Agreement) for the amount of any related Allocated Realized Loss Amount; (v) to the Noteholders (in the order set forth in Section 5.03 of the Sale and Servicing Agreement) for amounts due and unpaid on the Notes with respect to any related Net WAC Rate Carryover Amount; and (vi) to the payment of the remainder, if any to the Certificate Paying Agent on behalf of the Issuing Entity or to any other person legally entitled thereto. The Trustee, upon prior written notice to the Company, Indenture Trustee may fix a record dates date and payment dates Payment Date for any payment to Holders Noteholders pursuant to this Article VISection 5.04. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”)At least 15 days before such record date, the rate of exchange used Indenture Trustee shall be mail to each Noteholder a notice that states the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Companyrecord date, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time Payment Date and the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentbe paid.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Debt Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Debt Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the CompanyPartnership. The Trustee, upon prior written notice to the CompanyPartnership, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company Partnership or the a Subsidiary Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Debt Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of Neither the CompanyPartnership, the any Subsidiary Guarantor or nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Debt Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgment.this

Priorities. If the Trustee collects any money pursuant to this Article VI, subject to Article X, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “"Required Currency”") into a currency in which a judgment will be rendered (the “"Judgment Currency”"), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Business Day in The City of New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or Company nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgment.

Priorities. If The indebtedness evidenced by this Note and the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect payment of which or for the benefit of which such money has been collected, for all principal, premium (if any), interest and any Additional Amounts ratablyother amounts payable hereunder is a senior obligation of the Company and shall: (i) be Senior (as hereinafter defined) to, without preference and have priority in right of payment over, all Indebtedness (as hereinafter defined) of the Company incurred following the date hereof and any subordinated or priority junior subordinated Indebtedness outstanding as of the date hereof, and (ii) rank pari passu to the notes issued pursuant to the Xxxx Park Purchase Agreement (as defined in the Purchase Agreement) and any other senior obligations of the Company outstanding as of the date hereof. “Senior” means that, in the event of any kinddefault in the payment of the obligations represented by this Note or of any liquidation, according to the amounts due and payable on such Securities for principalinsolvency, premium (if any)bankruptcy, interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice reorganization or similar proceedings relating to the Company, may fix record dates and payment dates for all amounts payable under this Note shall first be paid in full before any payment to Holders pursuant to this Article VI. To is made upon any other Indebtedness hereinafter incurred (including any Indebtedness guaranteed by the fullest extent allowed under applicable lawCompany) or any subordinated or junior subordinated Indebtedness outstanding as of the date hereof, if for the purpose of obtaining a judgment against the Company or the Guarantor and, in any court it is necessary to convert the sum due such event, any payment or distribution of any character which shall be made in respect of any other Indebtedness of Company shall be paid to the principal ofHolder for application to the payment hereof, premium (if any) or interest on or Additional Amounts unless and until the obligations under this Note shall have been paid and satisfied in full. “Indebtedness” means, with respect to a specified Person: (a) all indebtedness of such Person for borrowed money; (b) all obligations of such Person for the Securities deferred purchase price of property or services (other than current accounts payable and accrued expenses incurred in the ordinary course of business irrespective of when paid); (c) all obligations of such Person evidenced by bonds, debentures, notes, loan agreements, credit agreements or other similar instruments; (d) all obligations and liabilities of such Person created or arising under any series conditional sales or other title retention agreements with respect to property used and/or acquired by such Person; (e) all capitalized lease obligations of such Person; (f) all aggregate xxxx-to-market exposure of such Person under hedging agreements; (g) all obligations in respect of letters of credit (whether drawn or supporting obligations that constitute Indebtedness) and bankers’ acceptances; (h) all obligations referred to in clauses (a) through (g) of this definition of another Person guaranteed by the “Required Currency”specified Person or secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) into a currency in which a judgment will be rendered (an Encumbrance upon property owned by the “Judgment Currency”)specified Person, whether or not the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Company, the Guarantor specified Person has assumed or the Trustee shall be become liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentIndebtedness.

Priorities. If 3.1 The Obligations, the Trustee collects Collateral and the Collections shall be held by Lender in Lender's name, but, to the extent of the Participation, as agent for Participant solely as to Participant's share of Collections received by Lender and subject to Participant's rights with respect thereto as set forth herein. Except with respect to Participant's pro rata share of Collections actually received and retained by Lender, Lender shall not be an agent or trustee for Participant in administering or servicing the Note Documents, nor with respect to any money rights, remedies or benefits thereunder, the perfection of security interests and other liens in the Collateral, attempts to effect Collections, execution of agreements in connection therewith, or the exercise of any other rights and remedies of a lender or secured party with respect thereto. Lender shall not be deemed a fiduciary for Participant. 3.2 Lender shall transmit to Participant annually or at such other times as may be mutually agreed to by the parties (each a "Settlement Period") a statement of the account of Borrowers with Lender summarizing the outstanding principal balance on the Term D Note and the Collections received by Lender during such preceding Settlement Period. The statement of account for such Settlement Period shall state the net loan balance with Borrowers, and the net amount either due from Lender to Participant or the net amount due from Participant to Lender, as the case may be, and Lender or Participant shall make payment to each other accordingly. Such payments shall be made in immediately available funds. In the event that Participant fails to purchase and pay for the Participation as required pursuant to this Article VIAgreement or otherwise defaults in its obligations to Lender under this Agreement, it Participant shall pay out all reasonable costs and expenses of every kind incurred by Lender for collection or enforcement of same, including reasonable attorneys' fees and legal expenses. In the money event that Participant defaults in the following order: First: any of its obligations hereunder, Participant shall not be entitled to any payments pursuant to the Trustee settlement provided for amounts due under in this Section 7.07; Second: 3.2 or other payments pursuant to Holders for amounts due Section 4 below. Lender's books and unpaid records showing the account between Lender and Borrowers and statements of account rendered to Participant shall be considered accurate unless objected to by Participant in writing within thirty (30) days from their date. 3.3 Lender will deliver to Participant on or about the Securities in respect tenth (10th) day following the anniversary of which or the issuance of the Term D Note a copy of the statement of account with Borrowers for the benefit of which such money has been collectedpreceding year. Participant may, for principalat any time and from time to time during normal business hours, premium (if any)after reasonable notice examine Lender's books, interest records and any Additional Amounts ratably, without preference or priority of any kind, according accounts relating to the amounts due Term D Note and payable on the Note Documents and Lender will upon request furnish Participant with such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: information requested as it may have or be reasonably able to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts obtain with respect to the Securities Term D Note. Participant agrees that it will keep all such information confidential and Participant hereby expressly agrees to be bound by, and specifically assumes, all provisions of the Note Documents restricting or otherwise dealing with the disclosure of confidential information pertaining to Borrowers. Participant acknowledges that Lender does not make any representation or warranty as to the accuracy or completeness of any series (audit report prepared by or on behalf of Lender or any materials provided by or on behalf of Borrowers to Lender and that Lender is relying upon the “Required Currency”) into a currency in which a judgment will be rendered (books and records of Borrowers and representations by Borrowers to Lender. 3.4 On or before the “Judgment Currency”)occurrence of an Event of Default, the rate of exchange used all Collections received by Lender shall be applied to the rate at which in accordance with normal banking procedures Obligations as follows: first to the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None unpaid principal amount of the CompanyTerm D Note and then in such order and manner as Lender shall determine. After an Event of Default, the Guarantor or the Trustee all Collections received by Lender shall be liable applied first to the payment in full of the expenses of the collection and enforcement of the Term D Note and for any shortfall nor shall the protection, preservation, maintenance or sale, disposition or other realization upon any of them benefit from any windfall the Collateral, including all expenses, liabilities and advances incurred or made by Lender in payments connection therewith (including attorneys' fees and legal expenses); second, to Holders the payment of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount interests of a judgment against it is calculated as above Lender and the time Participant in interest and Fees payable by Borrowers under the Trustee converts Note Documents; third, to the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company interests of Lender and the Guarantor Participant in the Term D Note pro rata based on each party's share of the claim or claims underlying outstanding principal amount on such judgmentTerm D Note.

Priorities. (a) If the Trustee collects Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Indenture Trustee with respect to the Collateral or the Notes pursuant to this Article VIor otherwise and any money that may then be held or thereafter received by the Indenture Trustee with respect to the Collateral or the Notes (excluding any payments made under the Insurance Policy), it shall pay out the money be applied in the following orderorder and priority: First: first, to the Trustee for amounts due under Section 7.07Servicer, to pay any unpaid Servicing Fee; Second: second, to Holders for amounts due pay any accrued and unpaid Fees and reasonable out-of-pocket expenses of the Owner Trustee and the Indenture Trustee without preference or priority of any kind; third, to the Noteholders, to pay accrued interest on the Securities in respect each Class of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratablyNotes on a pro rata basis, without preference or priority of any kind, according based on the interest accrued (including, to the amounts due and payable on such Securities for principal, premium (if any)extent permitted by applicable law, interest and accrued on any Additional Amountsinterest accrued but not timely paid) on each Class of Notes at the related Note Rate for such Class; fourth, respectivelyto the Noteholders, to pay principal on each Class of Notes on a pro rata basis, without preference or priority of any kind, based on the Outstanding Principal Amount of each Class of Notes, until the Outstanding Principal Amount of each Class of Notes is reduced to zero; and Third: fifth, to the Company. Insurer, to pay amounts owing to the Insurer under the Insurance Agreement or any of the Basic Documents (including, without limitation, the Insurance Premium). (b) The TrusteeIndenture Trustee may, upon prior written notice notification to the CompanyIssuer and the Insurer, may fix a record dates date and payment dates date for any payment to Holders Noteholders pursuant to this Article VISection. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”)At least 15 days before such record date, the rate of exchange used Indenture Trustee shall be mail or send by facsimile to each Noteholder and the rate at which in accordance with normal banking procedures Insurer a notice that states the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Companyrecord date, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time payment date and the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentbe paid.

Priorities. (a) If the Indenture Trustee collects any money or property pursuant to this Article VIFive, it shall pay out the money or property in the following orderorder and priority: First: FIRST, so much of such payment as shall be required to reimburse the Indenture Trustee for any tax, fee, expense, charge or other loss incurred by the Indenture Trustee (to the Trustee for amounts due extent not previously reimbursed), (including, without limitation, compensation as required under Section 7.076.07 and the expense of sale, taking or other proceeding, attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee, liquidated or otherwise, upon the Event of Default giving rise to such expenditures or advances) shall be applied by the Indenture Trustee in reimbursement of such expenses; Second: SECOND, so much of such payment remaining as shall be required to Holders reimburse the Noteholders in full for amounts due and certain indemnity payments, if any, made by such Noteholders to the Indenture Trustee (to the extent not previously reimbursed) shall be distributed to the Noteholders, and, if the aggregate amount remaining shall be insufficient to reimburse all such payments in full, it shall be distributed ratably, without priority of any Noteholder over any other, in the proportion that the aggregate amount of such unreimbursed indemnity payments made by each such Noteholder bears to the aggregate amount of such unreimbursed indemnity payments made by all Noteholders; THIRD, so much of such payment remaining as shall be required to pay in full the aggregate amount of all accrued but unpaid interest to the date of distribution on the Securities Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and the Class A-4 Notes shall be distributed to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and the Class A-4 Noteholders, and, if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class A Note over any other Class A Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Class A-1 Note, Class A-2 Note, Class A-3 Note or Class A-4 Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Class A Notes; FOURTH, so much of such payment remaining as shall be required to pay in full the aggregate amount of all accrued but unpaid interest to the date of distribution on the Class B Notes shall be distributed to the Class B Noteholders, and, if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class B Note over any other Class B Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Class B Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Class B Notes; FIFTH, so much of such payment remaining as shall be required to pay in full the aggregate amount of all accrued but unpaid interest to the date of distribution on the Class C Notes shall be distributed to the Class C Noteholders, and, if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class C Note over any other Class C Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Class C Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Class C Notes; SIXTH, so much of such payment remaining as shall be required to pay in full the aggregate amount of all accrued but unpaid interest to the date of distribution on the Class D Notes shall be distributed to the Class D Noteholders, and, if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class D Note over any other Class D Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Class D Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Class D Notes; SEVENTH, so much of such payment remaining as shall be required to pay in full the aggregate amount of all accrued but unpaid interest to the date of distribution on the Class E Notes shall be distributed to the Class E Noteholders, and, if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class E Note over any other Class E Note, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Class E Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Class E Notes; EIGHTH, the balance, if any, of such payment remaining thereafter shall be distributed ratably to the Class A-1 Noteholders to pay in full the Class A-1 Principal Payment then due pursuant to or in respect of which or for the benefit of which Class A-1 Notes, and if the aggregate amount remaining shall be insufficient to pay all such money has been collectedamounts in full, for principal, premium (if any), interest and any Additional Amounts it shall be distributed ratably, without preference or priority of any kindone Class A-1 Note over any other Class A-1 Note, according in the proportion that the aggregate unpaid principal amount of each Class A-1 Note bears to the amounts due and payable on such Securities for principalaggregate unpaid principal amount of all Class A-1 Notes; NINTH, premium (the balance, if any), interest of such payment remaining thereafter shall be distributed ratably to the Class A-2 Noteholders to pay in full the Class A-2 Principal Payment Amount, then due pursuant to or in respect of the Class A-2 Notes, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any Additional Amountsone Class A-2 Note over any other Class A-2 Note, respectivelyin the proportion that the aggregate unpaid principal amount of each Class A-2 Note bears to the aggregate unpaid principal amount of all Class A-2 Notes; TENTH, the balance, if any, of such payment remaining thereafter shall be distributed ratably to the Class A-3 Noteholders to pay in full the Class A-3 Principal Payment Amount, then due pursuant to or in respect of the Class A-3 Notes, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class A-3 Note over any other Class A-3 Note, in the proportion that the aggregate unpaid principal amount of each Class A-3 Note bears to the aggregate unpaid principal amount of all Class A-3 Notes; ELEVENTH, the balance, if any, of such payment remaining thereafter shall be distributed ratably to the Class A-4 Noteholders to pay in full the Class A-4 Principal Payment Amount, then due pursuant to or in respect of the Class A-4 Notes, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class A-4 Note over any other Class A-4 Note, in the proportion that the aggregate unpaid principal amount of each Class A-4 Note bears to the aggregate unpaid principal amount of all Class A-4 Notes; TWELFTH, the balance, if any, of such payment remaining thereafter shall be distributed ratably to the Class B Noteholders to pay in full the Class B Principal Payment Amount, then due pursuant to or in respect of the Class B Notes, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class B Note over any other Class B Note, in the proportion that the aggregate unpaid principal amount of each Class B Note bears to the aggregate unpaid principal amount of all Class B Notes; THIRTEENTH, the balance, if any, of such payment remaining thereafter shall be distributed ratably to the Class C Noteholders to pay in full the Class C Principal Payment Amount, then due pursuant to or in respect of the Class C Notes, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class C Note over any other Class C Note, in the proportion that the aggregate unpaid principal amount of each Class C Note bears to the aggregate unpaid principal amount of all Class C Notes; and Third: FOURTEENTH, the balance, if any, of such payment remaining thereafter shall be distributed ratably to the Company. The TrusteeClass D Noteholders to pay in full the Class D Principal Payment Amount, upon prior written notice then due pursuant to or in respect of the Class D Notes, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class D Note over any other Class D Note, in the proportion that the aggregate unpaid principal amount of each Class D Note bears to the Companyaggregate unpaid principal amount of all Class D Notes; and FIFTEENTH, the balance, if any, of such payment remaining thereafter shall be distributed ratably to the Class E Noteholders to pay in full the Class E Principal Payment Amount, then due pursuant to or in respect of the Class E Notes, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Class E Note over any other Class E Note, in the proportion that the aggregate unpaid principal amount of each Class E Note bears to the aggregate unpaid principal amount of all Class E Notes. (b) The Indenture Trustee may fix a record dates date and payment dates date for any payment to Holders Noteholders pursuant to this Article VISection. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”)At least 15 days before such record date, the rate of exchange used Issuer shall be mail to each Noteholder and the rate at which in accordance with normal banking procedures Indenture Trustee a notice that states the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of the Companyrecord date, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time payment date and the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgmentbe paid.

Priorities. If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company or the Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the “"Required Currency”") into a currency in which a judgment will be rendered (the “"Judgment Currency”"), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. None of Neither the Company, the Guarantor or Company nor the Trustee shall be liable for any shortfall nor shall any of them it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor on the claim or claims underlying such judgment.

Priorities. If (a) Subject to the Intercreditor Agreement, if the Trustee collects any money or property pursuant to this Article VI‎Article VI (including upon exercise of remedies with respect to the Collateral), it shall pay out the money or property in the following order: First: (1) FIRST: to the payment of all amounts owing to the Trustee and each Collateral Agent (in its capacity as such) and Authorized Representative (in its capacity as such) secured by such Collateral, in each case for amounts due to it under Section 7.07‎Section 7.6; (2) SECOND: subject to the provisions of the Intercreditor Agreement, to the payment in full of the First Lien Obligations of each Series on a ratable basis, with such proceeds to be applied to the First Lien Obligations of a given Series in accordance with the terms of the applicable First Lien Documents for such Series; Second: to Holders for amounts due and unpaid on provided that following the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority commencement of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional Amounts, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. To the fullest extent allowed under applicable law, if for the purpose insolvency or liquidation proceeding of obtaining a judgment against the Company or any Guarantor, solely as among the Guarantor holders of First Lien Obligations and solely for the purposes of this ‎Section 6.10(a)(2) and not the indenture or other debt facility for the applicable Series of First Lien Obligations, in any court it is necessary to convert the sum due in respect event the value of the principal of, premium (if any) or interest on or Additional Amounts with respect to Shared Collateral is not sufficient for the Securities entire amount of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency Post-Petition Interest on the Business Day in The City of New York next preceding that on which final judgment is given. None First Lien Obligations to be allowed under Section 506(a) and (b) of the CompanyBankruptcy Code or any other applicable provision of the Bankruptcy Code or other applicable Bankruptcy Law in such insolvency or liquidation proceeding, the Guarantor or the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and First Lien Obligations of each Series of First Lien Obligations shall include only the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders maximum amount of Securities, but payment of such judgment shall discharge all amounts owed by the Company and the Guarantor Post-Petition Interest on the First Lien Obligations allowable under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other applicable Bankruptcy Law in such insolvency or liquidation proceeding. “Post-Petition Interest” for purposes of the Intercreditor Agreement means any interest or entitlement to fees or expenses or other charges that accrue after the commencement of any insolvency or liquidation proceeding, whether or not allowed or allowable as a claim in any such insolvency or claims underlying such judgment.liquidation proceeding; and