Common use of Distribution of Proceeds Clause in Contracts

Distribution of Proceeds. All amounts owing with respect to the Senior Secured Obligations shall be secured pro rata by the Collateral without distinction as to whether some Senior Secured Obligations are then due and payable and other Senior Secured Obligations are not then due and payable. Upon any realization upon the Collateral and/or the receipt of any payments under any Security Document after the occurrence of an Enforcement Event and any payments under any Existing Guaranty and any other guaranty of any Senior Secured Obligations, the Creditors agree that the proceeds thereof shall be applied: first, to any amounts owing to the Collateral Agent by the Company or the Creditors pursuant to this Agreement, the Fee Letter or the Security Documents, including, without limitation, payment of expenses incurred by the Collateral Agent with respect to maintenance and protection of the Collateral and of expenses incurred with respect to the sale of or realization upon any of the Collateral or the perfection, enforcement or protection of the rights of the Creditors (including reasonable attorneys’ fees and expenses); second, equally and ratably to the payment of all amounts of the Senior Secured Obligations constituting reimbursement of expenses (including attorney fees and other expenses of other professionals) and indemnities (other than breakage costs) required to be paid pursuant to the Note Agreement, the Revolving Credit Facility Agreement or the Franchise Loan Credit Facility Agreement; third, equally and ratably to the payment of all amounts of interest outstanding that constitute Senior Secured Obligations (other than any Make-Whole Amount or breakage costs but including any periodic payments due under any Hedging Agreement constituting a Senior Secured Obligation) and letter of credit fees, commitment fees and administrative agent fees (such administrative agent fees not to exceed the amount thereof required to be paid pursuant to the applicable Financing Document as in effect on the date hereof) that constitute Senior Secured Obligations and are required to be paid pursuant to any Financing Document according to the aggregate amounts of such interest and fees then owing to each Creditor; fourth, equally and ratably to the payment of all outstanding amounts of principal, Letter of Credit Exposure, the termination value of any Hedging Agreement to the extent such Hedging Agreement has been terminated on or prior to the date of the applicable distribution of proceeds, breakage compensation, prepayment premiums and up to $25,000,000 of Make-Whole Amount, if any, which constitute Senior Secured Obligations; fifth, equally and ratably to all other amounts then due to the Creditors (including, without limitation, any Make-Whole Amount not paid pursuant to clause fourth above) under the Note Agreement, the Revolving Credit Facility Agreement and the Franchise Loan Credit Facility Agreement; sixth, equally and ratably to all Disallowed Obligations under the Note Agreement, the Revolving Credit Facility Agreement and the Franchise Loan Credit Facility Agreement; and seventh, the balance, if any, shall be returned to the Company or such other Persons as are entitled thereto. Any payment pursuant to this Section 5.8 with respect to the outstanding amount of any undrawn Letters of Credit shall be paid to the Collateral Agent for deposit in an account (the “Letter of Credit Collateral Account”) to be held as collateral for the Senior Secured Obligations and disposed of as provided herein. On each date on which a payment is made to a beneficiary pursuant to a draw on a Letter of Credit, the Collateral Agent shall distribute from the Letter of Credit Collateral Account for application to the payment of the reimbursement obligation due to the Revolving Credit Facility Lenders or the Franchise Loan Facility Participants, as applicable, with respect to such draw an amount equal to the product of (1) the amount then on deposit in the Letter of Credit Collateral Account, and (2) a fraction, the numerator of which is the amount of such draw and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such draw. On each date on which a reduction in the outstanding amount of undrawn Letters of Credit occurs other than on account of a payment made to a beneficiary pursuant to a draw on a Letter of Credit, then the Collateral Agent shall distribute from the Letter of Credit Collateral Account an amount equal to the product of (i) the amount then on deposit in the Letter of Credit Collateral Account, and (ii) a fraction, the numerator of which is the amount of such reduction in the outstanding amount of undrawn Letters of Credit and the denominator of which is the amount of all undrawn Letters of Credit immediately prior to such reduction, which amount shall be distributed as provided in the first paragraph of this Section 5.8. At such time as the outstanding amount of all undrawn Letters of Credit is reduced to zero, any amount remaining in the Letter of Credit Collateral Account, after the distribution therefrom as provided above, shall be distributed as provided in the first paragraph of this Section 5.8. All payments by the Collateral Agent hereunder shall be made (u) if to a Noteholder, directly to the applicable Noteholder, (x) if to any Revolving Credit Facility Secured Creditor, to the Revolving Credit Facility Agent for the account of the applicable Revolving Credit Facility Secured Creditor, (y) if to any Franchise Loan Facility Secured Creditor, to the Franchise Loan Facility Servicer for the account of the applicable Franchise Loan Facility Secured Creditor and (z) if to the Collateral Agent, directly to the Collateral Agent.

Distribution of Proceeds. All amounts owing with respect to ------------------------ the Senior Secured Obligations shall be secured pro rata by the Collateral without distinction as to whether some Senior Secured Obligations are then due and payable and other Senior Secured Obligations are not then due and payable. Upon any realization upon the Collateral and/or Collateral, by acceptance of the receipt of any payments under any Security Document after the occurrence of an Enforcement Event and any payments under any Existing Guaranty and any other guaranty of any Senior Secured ObligationsDebt or execution and delivery of the Exchange Notes Indenture or the Subordinated Debt Indenture, as the case may be, the Creditors Secured Parties agree that the proceeds thereof shall be applied: , (i) first, to any the amounts owing by the Grantor to the Collateral Agent by the Company or the Creditors solely in its capacity as Collateral Agent hereunder pursuant to this Agreement, the Fee Letter or the Security Documents, including, without limitation, payment of expenses incurred by the Collateral Agent with respect to maintenance and protection of the Collateral and of expenses incurred with respect to the sale of or realization upon any of the Collateral or the perfection, enforcement or protection of the rights of the Creditors (including reasonable attorneys’ fees and expenses); ii) second, equally and ratably to the payment of all amounts of the Senior Secured Obligations constituting reimbursement of expenses (including attorney fees and other expenses of other professionals) and indemnities (other than breakage costs) required to be paid pursuant to the Note Agreement, the Revolving Credit Facility Agreement or the Franchise Loan Credit Facility Agreement; third, equally and ratably to the payment of all amounts of interest outstanding that constitute on the Senior Secured Obligations (other than any Make-Whole Amount or breakage costs but including any periodic payments due under any Hedging Agreement constituting a Senior Secured Obligation) and letter of credit fees, commitment fees and administrative agent fees (such administrative agent fees not to exceed the amount thereof required to be paid pursuant to the applicable Financing Document as in effect on the date hereof) that constitute Senior Secured Obligations and are required to be paid pursuant to any Financing Document Debt according to the aggregate amounts of such interest and fees then owing to each Creditor; Senior Secured Debt Purchaser, (iii) third, ratably to all amounts of principal outstanding under the Senior Secured Debt according to the aggregate amounts of such principal then owing to each Senior Secured Debt Purchaser, (iv) fourth, equally and ratably to the payment of all outstanding amounts of principal, Letter of Credit Exposure, the termination value of any Hedging Agreement to the extent such Hedging Agreement has been terminated on or prior to the date of the applicable distribution of proceeds, breakage compensation, prepayment premiums and up to $25,000,000 of Make-Whole Amount, if any, which constitute Senior Secured Obligations; fifth, equally and ratably to all other amounts then due to the Creditors Senior Secured Debt Purchasers, including fees and expenses, (includingv) fifth, without limitation, any Maketo all fees and out-Whole Amount not paid pursuant of-pocket expenses owed to clause fourth above) the Senior Debt Trustee and Subordinated Debt Trustee under the Exchange Note Agreement, the Revolving Credit Facility Agreement Indenture and the Franchise Loan Credit Facility Agreement; Subordinated Debt Indenture, as the case may be, (vi) sixth, equally and ratably to the payment of all amounts of interest outstanding on the Exchange Notes according to the aggregate amounts of such interest then owing to each holder thereof, (vii) seventh, ratably to all Disallowed Obligations amounts of principal outstanding under the Note AgreementExchange Notes according to the aggregate amounts of principal then owing to each holder thereof, (viii) eighth, ratably to all other amounts then due to the Revolving Credit Facility Agreement holders of the Exchange Notes, including fees and expenses, (ix) ninth, ratably to the Franchise Loan Credit Facility Agreement; payment of all amounts of interest outstanding on the Convertible Subordinated Debt according to the aggregate amounts of interest then owing to each Convertible Subordinated Debt Purchaser, (x) tenth, ratably to all amounts of principal outstanding under the Convertible Subordinated Debt according to the aggregate amounts of principal then owing to each Convertible Subordinated Debt Purchaser, (xi) eleventh, ratably to all other amounts then due to the Convertible Subordinated Debt Purchasers, including fees and seventhexpenses and (xii) twelfth, the balance, if any, shall be returned to the Company Grantor or such other Persons as are entitled thereto. Any payment pursuant Upon the request of the Collateral Agent prior to any distribution under this Section 5.8 with respect to the outstanding amount of any undrawn Letters of Credit 10(h), each Secured ------------- Party shall be paid provide to the Collateral Agent for deposit certificates, in an account (the “Letter of Credit Collateral Account”) to be held as collateral for the Senior Secured Obligations form and disposed of as provided herein. On each date on which a payment is made to a beneficiary pursuant to a draw on a Letter of Credit, the Collateral Agent shall distribute from the Letter of Credit Collateral Account for application to the payment of the reimbursement obligation due to the Revolving Credit Facility Lenders or the Franchise Loan Facility Participants, as applicable, with respect to such draw an amount equal to the product of (1) the amount then on deposit in the Letter of Credit Collateral Account, and (2) a fraction, the numerator of which is the amount of such draw and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such draw. On each date on which a reduction in the outstanding amount of undrawn Letters of Credit occurs other than on account of a payment made to a beneficiary pursuant to a draw on a Letter of Credit, then the Collateral Agent shall distribute from the Letter of Credit Collateral Account an amount equal to the product of (i) the amount then on deposit in the Letter of Credit Collateral Account, and (ii) a fraction, the numerator of which is the amount of such reduction in the outstanding amount of undrawn Letters of Credit and the denominator of which is the amount of all undrawn Letters of Credit immediately prior to such reduction, which amount shall be distributed as provided in the first paragraph of this Section 5.8. At such time as the outstanding amount of all undrawn Letters of Credit is reduced to zero, any amount remaining in the Letter of Credit Collateral Account, after the distribution therefrom as provided above, shall be distributed as provided in the first paragraph of this Section 5.8. All payments by the Collateral Agent hereunder shall be made (u) if to a Noteholder, directly to the applicable Noteholder, (x) if to any Revolving Credit Facility Secured Creditor, to the Revolving Credit Facility Agent for the account of the applicable Revolving Credit Facility Secured Creditor, (y) if to any Franchise Loan Facility Secured Creditor, to the Franchise Loan Facility Servicer for the account of the applicable Franchise Loan Facility Secured Creditor and (z) if substance reasonably satisfactory to the Collateral Agent, directly setting forth the respective amounts referred to in clauses (ii) through (xi) above that each such Secured Party believes it is entitled to receive, together with such wire transfer information or other payment instructions as the Collateral AgentAgent may reasonably request.

Distribution of Proceeds. All amounts owing with respect to the Senior Secured Obligations shall be secured pro rata by the Collateral without distinction as to whether some Senior Secured Obligations are then due and payable and other Senior Secured Obligations are not then due and payable. Upon any realization upon the Collateral and/or the receipt of any payments under any Security Document after Document, including, without limitation, the occurrence of an Enforcement Event and Guarantees, but excluding any payments under any Existing Guaranty and any other guaranty Net Cash Proceeds of any mandatory prepayment required to be made by the Credit Agreement or the 2010 Indenture from Dispositions of assets which are otherwise to be handled in accordance with Section 2.5 herein, the Senior Secured Obligations, the Creditors Parties agree that the proceeds thereof shall be applied: applied (i) first, to any the amounts owing to the Collateral Agent by each of (A) the Company Company, the Subsidiary Guarantors or the Creditors Senior Secured Parties pursuant to this Agreement, the Fee Letter Agreement or the Security Documents, including, without limitation, payment of expenses and protective advances incurred by the Collateral Agent with respect to maintenance and protection of the Collateral and of expenses incurred with respect to the sale of or realization upon any of the Collateral or the perfection, enforcement or protection of the rights of the Creditors Senior Secured Parties (including reasonable attorneys’ fees and expensesexpenses of every kind); second, equally and ratably to the payment of all amounts of (B) the Senior Secured Obligations constituting reimbursement of expenses (including attorney fees Parties and other expenses of other professionals) and indemnities the Authorized Representatives (other than breakage coststhe Bank Agent and the Trustee) required to be paid as result of any indemnity given for the benefit of Collateral Agent pursuant to the Note this Agreement, the Revolving Credit Facility Bank Loan Documents, the 2010 Indenture Documents or any separate indemnity required by Collateral Agent, (ii) second, to each of (A) the Bank Agent for the benefit of the Bank Lenders who have provided an indemnity to the Collateral Agent pursuant to this Agreement or the Franchise Loan Credit Facility Agreement; , (B) the Trustee for the benefit of the Noteholders who have provided an indemnity to the Collateral Agent pursuant to this Agreement or the 2010 Indenture and (C) to the Authorized Representative for the Additional Senior Secured Parties for the benefit of the Additional Senior Secured Parties who have provided an indemnity to the Collateral Agent pursuant to this Agreement or the Additional Senior Secured Agreement, in a ratable amount based upon the aggregate amount of all indemnities provided by all Bank Lenders, Noteholders, and Additional Senior Secured Parties under this Agreement or other agreements set forth in clauses (A) through (C) above, (iii) third, equally to each of (A) the Bank Agent for the benefit of the Bank Lenders, the L/C Issuer, the Cash Management Banks and ratably the Hedge Banks, (B) the Trustee for the benefit of the Noteholders and (C) to the payment Authorized Representative for the Additional Senior Secured Parties for the benefit of all amounts of interest the Additional Senior Secured Parties, in a ratable amount based upon the outstanding that constitute Bank Obligations (including obligations to provide cash collateral for any contingent obligation and to repay or cash collateralize any other Bank Obligation as provided in the Credit Agreement), the outstanding 2010 Senior Secured Note Obligations and the outstanding Additional Senior Secured Obligations (other than any Make-Whole Amount or breakage costs but including any periodic payments due under any Hedging Agreement constituting a Senior Secured Obligationif any) and letter of credit fees, commitment fees and administrative agent fees (such administrative agent fees not to exceed the amount thereof required to be paid pursuant to the applicable Financing Document as in effect on the date hereof) that extent each of them constitute Senior Secured Obligations, for application among the Bank Lenders, the L/C Issuer, the Cash Management Banks and the Hedge Banks in accordance with the terms of the Credit Agreement, application among the Noteholders in accordance with the terms of the 2010 Indenture and for application among the Additional Senior Secured Parties in accordance with the terms of the Additional Senior Secured Agreement, respectively, until such Bank Obligations, 2010 Senior Secured Note Obligations and Additional Senior Secured Obligations (if any) are required to be paid pursuant to any Financing Document according to the aggregate amounts of such interest repaid in full and fees then owing to each Creditor; extinguished, (iv) fourth, equally and ratably to the payment of all outstanding amounts of principal, Letter of Credit Exposure, the termination value of any Hedging Agreement to the extent such Hedging Agreement has been terminated on or prior to the date of the applicable distribution of proceeds, breakage compensation, prepayment premiums and up to $25,000,000 of Make-Whole Amount, if any, which constitute Senior Secured Obligations; fifth, equally and ratably to respective Authorized Representatives for all other amounts then due to the Creditors (including, without limitation, any Make-Whole Amount not paid pursuant to clause fourth above) Senior Secured Parties under the Note Credit Agreement, the Revolving Credit Facility Secured Cash Management Agreements, Secured Hedge Agreements, 2010 Indenture and Additional Senior Secured Agreement and the Franchise Loan Credit Facility Agreement; sixth, equally and ratably to all Disallowed Obligations under the Note Agreement, the Revolving Credit Facility Agreement and the Franchise Loan Credit Facility Agreement; and seventh(v) fifth, the balance, if any, shall be returned to the Company Company, the applicable Subsidiary Guarantors or such other Persons as are entitled thereto. Any payment pursuant to this Section 5.8 with respect Notwithstanding the foregoing, or any other provision in any Security Document, Bank Loan Document or 2010 Indenture Document to the outstanding amount contrary, so long as the Collateral securing the 2010 Senior Secured Note Obligations and any Series of Additional Senior Secured Obligations shall not include any undrawn Letters Capital Stock and other securities of Credit a Subsidiary of the Company to the extent that the pledge of such Capital Stock and other securities results in the Company being required to file separate financial statements of such Subsidiary with the SEC due to the fact that such Subsidiary’s Capital Stock or other securities of such Grantor secure the 2010 Senior Secured Notes and/or such Series of Additional Senior Secured Obligations affected thereby (the “Noteholder Excluded Collateral”), all proceeds received by the Collateral Agent in respect of such Noteholder Excluded Collateral shall be distributed first to the Collateral Agent in accordance with clause “first” above and second to the Bank Agent for the benefit of the Bank Lenders, the L/C Issuer, the Cash Management Banks and the Hedge Banks. In no event shall any proceeds of Noteholder Excluded Collateral be paid to the Collateral Agent for deposit in an account (the “Letter of Credit Collateral Account”) to be held as collateral Trustee for the benefit of the Noteholders or to the Authorized Representative for the Additional Senior Secured Obligations and disposed of as provided herein. On each date on which a payment is made to a beneficiary pursuant to a draw on a Letter of Credit, Parties for the Collateral Agent shall distribute from the Letter of Credit Collateral Account for application to the payment benefit of the reimbursement obligation due to the Revolving Credit Facility Lenders or the Franchise Loan Facility Participants, as applicable, with respect to such draw an amount equal to the product of (1) the amount then on deposit in the Letter of Credit Collateral Account, and (2) a fraction, the numerator of which is the amount of such draw and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such draw. On each date on which a reduction in the outstanding amount of undrawn Letters of Credit occurs other than on account of a payment made to a beneficiary pursuant to a draw on a Letter of Credit, then the Collateral Agent shall distribute from the Letter of Credit Collateral Account an amount equal to the product of (i) the amount then on deposit in the Letter of Credit Collateral Account, and (ii) a fraction, the numerator of which is the amount of such reduction in the outstanding amount of undrawn Letters of Credit and the denominator of which is the amount of all undrawn Letters of Credit immediately prior to such reduction, which amount shall be distributed as provided in the first paragraph of this Section 5.8. At such time as the outstanding amount of all undrawn Letters of Credit is reduced to zero, any amount remaining in the Letter of Credit Collateral Account, after the distribution therefrom as provided above, shall be distributed as provided in the first paragraph of this Section 5.8. All payments by the Collateral Agent hereunder shall be made (u) if to a Noteholder, directly to the applicable Noteholder, (x) if to any Revolving Credit Facility Additional Senior Secured Creditor, to the Revolving Credit Facility Agent for the account of the applicable Revolving Credit Facility Secured Creditor, (y) if to any Franchise Loan Facility Secured Creditor, to the Franchise Loan Facility Servicer for the account of the applicable Franchise Loan Facility Secured Creditor and (z) if to the Collateral Agent, directly to the Collateral AgentParties.

Distribution of Proceeds. All amounts owing with respect to the Senior Secured Obligations shall be secured pro rata by the Collateral without distinction as to whether some Senior Secured Obligations are then due and payable and other Senior Secured Obligations are not then due and payable. Upon any realization upon the Collateral and/or the receipt of any payments under any Security Document after the occurrence of an Enforcement Event and any payments under any Existing Guaranty and any other guaranty of any Senior Secured ObligationsDocument, the Creditors agree that the proceeds thereof shall be applied: applied (a) first, to any the amounts owing to the Collateral Agent by the Company or the Creditors pursuant to this Agreement, the Fee Letter Agreement or the Security Documents, including, without limitation, payment of expenses incurred by the Collateral Agent with respect to maintenance and protection of the Collateral and of expenses incurred with respect to the sale of or realization upon any of the Collateral or the perfection, enforcement or protection of the rights of the Creditors (including reasonable attorneys’ fees and expensesexpenses of every kind); (b) second, equally and ratably to the payment of all amounts the reasonable costs and expenses of the Senior Secured Obligations constituting reimbursement of expenses Creditors (including attorney fees and other expenses reasonable attorneys’ fees) incurred directly in connection with the enforcement of other professionals) and indemnities (other than breakage costs) required to be paid pursuant to the Note this Intercreditor Agreement, the Revolving Credit Loan Documents, the Senior Note Documents, any Additional Term Facility Agreement or Documents and the Franchise Loan Credit Facility Agreement; third, equally and ratably to the payment of all amounts of interest outstanding that constitute Senior Secured Obligations (other than any Make-Whole Amount or breakage costs but including any periodic payments due under any Hedging Agreement constituting a Senior Secured Obligation) and letter of credit fees, commitment fees and administrative agent fees (such administrative agent fees not to exceed the amount thereof required to be paid pursuant to the applicable Financing Document as in effect on the date hereof) that constitute Senior Secured Obligations and are required to be paid pursuant to any Financing Document Security Documents according to the aggregate amounts of such interest and fees thereof then owing to each Creditor; (c) third, to the payment of (i) all or any portion of the outstanding principal amount (including any reimbursement obligations owing with respect to amounts drawn under Letters of Credit and, subject to the terms of the following paragraph, the undrawn amounts of any Letters of Credit) of and (ii) all accrued and unpaid interest, commitment fees and letter of credit fees on the Revolving Obligations, the Senior Note Obligations and the Additional Term Obligations, which payments shall be distributed ratably to each Lender, each L/C Issuer, each Noteholder and each Additional Term Lender according to the aggregate amount of such obligations and interest then owing to each Creditor; (d) fourth, equally and ratably to the payment of all outstanding amounts of principal, Letter of Credit Exposure, the termination value of any Hedging Agreement to the extent such Hedging Agreement has been terminated on or prior to the date of the applicable distribution of proceeds, breakage compensation, prepayment premiums and up to $25,000,000 of Make-Whole Amount, if any, which constitute Senior Secured Obligations; fifth, equally and ratably to all other amounts then due to the Creditors (including, without limitation, any Makemake-Whole Amount not paid pursuant whole amount, modified make-whole amount, change of control premium or breakage amount) then due to clause fourth above) the Creditors under the Note Credit Agreement, the Revolving Credit Facility Note Agreement and the Franchise Loan Credit any Additional Term Facility Agreement; sixth, equally and which payments shall be distributed ratably to all Disallowed Obligations under each Lender, each Noteholder and each Additional Term Lender according to the Note Agreement, the Revolving Credit Facility Agreement and the Franchise Loan Credit Facility Agreementaggregate amount of such amounts then owing to each Creditor; and seventh(e) fifth, the balance, if any, shall be returned to the Company or such other Persons as are entitled thereto. Any payment pursuant to this Section 5.8 5.10 with respect to the outstanding amount of any undrawn Letters of Credit shall be paid to the Collateral Agent for deposit in an account (the “Letter Letters of Credit Collateral Account”) to be held as collateral for the Senior Secured Obligations and disposed of as provided herein. On each date on which a payment is made to a beneficiary pursuant to a draw on a Letter of Credit, the Collateral Agent shall distribute from the Letter Letters of Credit Collateral Account for application to the payment of the reimbursement obligation due to the Revolving Credit Facility Lenders or the Franchise Loan Facility Participants, as applicable, with respect to such draw an amount equal to the product of (1) the amount then on deposit in the Letter Letters of Credit Collateral Account, Account and (2) a fraction, the numerator of which is the amount of such draw and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such draw. On each date on which a reduction in the outstanding amount of undrawn Letters of Credit occurs other than on account of a payment made to a beneficiary pursuant to a draw on a Letter of Credit, then the Collateral Agent shall distribute from the Letter Letters of Credit Collateral Account an amount equal to the product of (i1) the amount then on deposit in the Letter Letters of Credit Collateral Account, Account and (ii2) a fraction, the numerator of which is the amount of such reduction in the outstanding amount of undrawn Letters of Credit and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such reduction, which amount shall be distributed as provided in the first paragraph of this Section 5.85.10. At such time as the outstanding amount of all undrawn Letters of Credit is reduced to zero, any amount remaining in the Letter Letters of Credit Collateral Account, after the distribution therefrom as provided above, shall be distributed as provided in the first paragraph of this Section 5.8. All payments by the Collateral Agent hereunder shall be made (u) if to a Noteholder, directly to the applicable Noteholder, (x) if to any Revolving Credit Facility Secured Creditor, to the Revolving Credit Facility Agent for the account of the applicable Revolving Credit Facility Secured Creditor, (y) if to any Franchise Loan Facility Secured Creditor, to the Franchise Loan Facility Servicer for the account of the applicable Franchise Loan Facility Secured Creditor and (z) if to the Collateral Agent, directly to the Collateral Agent5.10.

Distribution of Proceeds. All amounts owing with respect to the Senior Secured Obligations shall be secured pro rata by the Collateral without distinction as to whether some Senior Secured Obligations are then due and payable and other Senior Secured Obligations are not then due and payable. Upon the occurrence of and following a Liquidity Event with respect to any amounts received by the Collateral Agent from any Creditor under Section 5.11 hereof, or upon any realization upon the Collateral and/or the receipt of any payments under any Security Document after the occurrence of an Enforcement Event and any payments under any Existing Guaranty and any other guaranty Document, enforcement of any Senior Secured ObligationsGuaranty Agreement or exercise of any right of setoff or recoupment by any Creditor, the Creditors agree that the proceeds thereof shall be appliedapplied as follows: (a) first, to any the amounts owing to the Collateral Agent (solely in its capacity as such) by the Company Borrower, the Guarantors, the other Debtors, or the Creditors pursuant to this Agreement, the Fee Letter Agreement or the Security Documents, including, without limitation, payment of expenses incurred by the Collateral Agent with respect to maintenance and protection of the Collateral and of expenses incurred with respect to the sale of or realization upon any of the Collateral or the perfection, enforcement or protection of the rights of the Creditors (including reasonable attorneys’ fees and expensesexpenses of every kind); (b) second, equally and ratably to the payment of all amounts the reasonable costs and expenses of the Senior Secured Obligations constituting reimbursement of expenses various Creditors (including attorney fees and other expenses reasonable attorneys’ fees) incurred directly in connection with the enforcement of other professionals) and indemnities (other than breakage costs) required to be paid pursuant to the Note this Agreement, the Revolving Bank Loan Documents, the Senior Note Documents, the Term Loan Documents, the Security Documents and the Guaranty Agreements, according to the aggregate amounts thereof then owing to each Creditor; (c) third, to the Superpriority Amount, if any, (including amounts to cash collateralize the aggregate undrawn amount of uncancelled and unexpired Letters of Credit Facility Agreement or included in the Franchise Loan Credit Facility AgreementSuperpriority Amount); third(d) fourth, equally and ratably to the payment of all amounts of interest outstanding that which constitute the Senior Secured Obligations (other than interest in respect of any Make-Whole Amount or breakage costs but including any periodic payments due under any Hedging Agreement constituting a Senior Secured ObligationAmounts) and letter of credit fees, commitment fees and administrative agent fees (such administrative agent fees not to exceed the amount thereof required to be paid pursuant to the applicable Financing Document as in effect on the date hereof) that constitute Senior Secured Obligations and are required to be paid pursuant to any Financing Document according to the aggregate amounts of such interest and fees then owing to each Creditor; fourth(e) fifth, in the event that any Creditor’s Actual Outstanding Percentage as of such date is less than such Creditor’s Parity Sharing Percentage, then, to the ratable payment of the principal amount of the Senior Secured Obligations held by each Creditor to the minimum extent necessary such that, after giving effect to such payment, each Creditor’s Actual Outstanding Percentage is equal to its Parity Sharing Percentage; (f) sixth, equally and ratably to the payment of (i) all outstanding amounts of principal, Letter of Credit Exposure, the termination value of any Hedging Agreement principal and L/C Exposure outstanding with respect to the extent such Hedging Agreement has been terminated on or prior Senior Secured Obligations and (ii) without duplication, all amounts then due to a Creditor in respect of Cash Management Obligations and Swap Obligations, according to the date aggregate amounts of the applicable distribution of proceedsforegoing then owing to each Creditor; (g) seventh, without duplication, equally and ratably, breakage compensation, prepayment premiums costs and up to $25,000,000 of Make-Whole Amount, if any, Amounts (and including interest in respect of any Make-Whole Amounts) which constitute Senior Secured ObligationsObligations according to the aggregate amounts of the foregoing then owing to each Creditor; fifth(h) eighth, equally and ratably to all other amounts then due to the Creditors under the Bank Credit Agreement, the Note Agreements, the Term Loan Agreement (including, without limitation, any Make-Whole Amount including fees and expenses not theretofore paid pursuant to clause fourth “second” above) under according to the Note Agreement, the Revolving Credit Facility Agreement and the Franchise Loan Credit Facility Agreement; sixth, equally and ratably aggregate amounts thereof then owing to all Disallowed Obligations under the Note Agreement, the Revolving Credit Facility Agreement and the Franchise Loan Credit Facility Agreementeach Creditor; and seventh(i) ninth, the balance, if any, shall be returned to the Company Borrower, the applicable Guarantor, the applicable Debtor or such other Persons as are entitled thereto. Any payment required to be made by the Collateral Agent pursuant to this Section 5.8 5.10 with respect to the outstanding amount of any undrawn Letters of Credit shall be paid to held by the Collateral Agent for on deposit in an account (the “Letter Letters of Credit Collateral Account”) to be held as collateral for the Senior Secured Obligations and disposed of as provided herein. On each date on which a payment is made to a beneficiary pursuant to a draw on a Letter of Credit, the Collateral Agent shall distribute from the Letter Letters of Credit Collateral Account for application to the payment of the reimbursement obligation due to the Revolving Credit Facility Lenders or the Franchise Loan Facility Participants, as applicable, with respect to such draw an amount equal to the product of (1) the amount then on deposit in the Letter Letters of Credit Collateral Account, and (2) a fraction, the numerator of which is the amount of such draw and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such draw. On each date on which a reduction in the outstanding amount of undrawn Letters of Credit occurs other than on account of a payment made to a beneficiary pursuant to a draw on a Letter of Credit, then the Collateral Agent shall distribute from the Letter Letters of Credit Collateral Account an amount equal to the product of (i1) the amount then on deposit in the Letter Letters of Credit Collateral Account, and (ii2) a fraction, the numerator of which is the amount of such reduction in the outstanding amount of undrawn Letters of Credit and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such reduction, which amount shall be distributed as provided in the first paragraph of this Section 5.85.10. At such time as the outstanding amount of all undrawn Letters of Credit is reduced to zero, any amount remaining in the Letter Letters of Credit Collateral Account, after the distribution therefrom as provided above, shall be distributed as provided in the first paragraph of this Section 5.8. All payments by the Collateral Agent hereunder shall be made (u) if to a Noteholder, directly to the applicable Noteholder, (x) if to any Revolving Credit Facility Secured Creditor, to the Revolving Credit Facility Agent for the account of the applicable Revolving Credit Facility Secured Creditor, (y) if to any Franchise Loan Facility Secured Creditor, to the Franchise Loan Facility Servicer for the account of the applicable Franchise Loan Facility Secured Creditor and (z) if to the Collateral Agent, directly to the Collateral Agent5.10.

Distribution of Proceeds. All amounts owing with respect to the Senior Secured Obligations shall be secured pro rata by the Collateral without distinction as to whether some Senior Secured Obligations are then due and payable and other Senior Secured Obligations are not then due and payable. Upon the occurrence of and following a Liquidity Event with respect to any amounts received by the Collateral Agent from any Creditor under Section 5.11 hereof, or upon any realization upon the Collateral and/or the receipt of any payments under any Security Document after the occurrence of an Enforcement Event and any payments under any Existing Guaranty and any other guaranty Document, enforcement of any Senior Secured ObligationsGuaranty Agreement or exercise of any right of setoff or recoupment by any Creditor, the Creditors agree that the proceeds thereof shall be appliedapplied as follows: (a) first, to any the amounts owing to the Collateral Agent (solely in its capacity as such) by the Company Loan Parties or the Creditors pursuant to this Agreement, the Fee Letter Agreement or the Security Documents, including, without limitation, payment of expenses incurred by the Collateral Agent with respect to maintenance and protection of the Collateral and of expenses incurred with respect to the sale of or realization upon any of the Collateral or the perfection, enforcement or protection of the rights of the Creditors (including reasonable attorneys’ fees and expensesexpenses of every kind); (b) second, equally and ratably to the payment of all unreimbursed amounts of paid by the Senior Secured Obligations constituting reimbursement of expenses (including attorney fees and other expenses of other professionals) and indemnities (other than breakage costs) required Creditors to be paid each Agent-Related Person pursuant to Section 4.6 hereof, pro rata in proportion to the Note Agreement, the Revolving Credit Facility Agreement or the Franchise Loan Credit Facility Agreementrespective unreimbursed amounts thereof paid by each such Creditor; (c) third, equally and ratably to the payment of all amounts of accrued interest outstanding that which constitute the Senior Secured Obligations (other than any Make-Whole Amount or breakage costs but including any periodic payments due under any Hedging Agreement constituting a Senior Secured Obligation) and letter of credit fees, commitment fees and administrative agent fees (such administrative agent fees not to exceed the amount thereof required to be paid pursuant to the applicable Financing Document as in effect on the date hereof) that constitute Senior Secured Obligations and are required to be paid pursuant to any Financing Document according to the aggregate amounts of such interest and fees then owing to each Creditor; (d) fourth, equally and ratably to the payment of all outstanding amounts of principal, Letter of Credit Exposure, the termination value of any Hedging Agreement to the extent such Hedging Agreement has been terminated on or prior to the date of the applicable distribution of proceeds, breakage compensation, prepayment premiums and up to $25,000,000 of Make-Whole Amount, if any, which constitute Senior Secured Obligations; fifth, equally and ratably to all other amounts then due to the Creditors (including, without limitation, any Make-Whole Amount not paid pursuant to clause fourth above) under the Bank Credit Agreements and the Note Agreement, including without limitation, principal, L/C Exposure outstanding with respect to the Revolving Senior Secured Obligations, Other Lender Provided Financial Service Product Obligations, Lender Provided Interest Rate Hedge Obligations, breakage costs, Make-Whole Amounts, letter of credit fees, commitment fees and fees and expenses not theretofore paid above according to the aggregate amounts of the foregoing then owing to each Creditor; provided that such equal and ratable distribution shall be undertaken in a manner which does not apply Collateral of any Guarantor to “Excluded Swap Obligations” (as defined in the Bank Credit Facility Agreement and the Franchise Loan Credit Facility Agreement; sixth, equally and ratably to all Disallowed Obligations under the Note Agreement, the Revolving Credit Facility Agreement and the Franchise Loan Credit Facility Agreement; and seventh(e) fifth, the balance, if any, shall be returned to the Company Borrower, the applicable Guarantor, or such other Persons as are entitled thereto. Any payment required to be made by the Collateral Agent pursuant to this Section 5.8 5.10 with respect to the outstanding amount of any undrawn Letters of Credit shall be paid to held by the Collateral Agent for on deposit in an account (the “Letter Letters of Credit Collateral Account”) to be held as collateral for the Senior Secured Obligations and disposed of as provided herein. On each date on which a payment is made to a beneficiary pursuant to a draw on a Letter of Credit, the Collateral Agent shall distribute from the Letter Letters of Credit Collateral Account for application to the payment of the reimbursement obligation due to the Revolving Credit Facility Lenders or the Franchise Loan Facility Participants, as applicable, with respect to such draw an amount equal to the product of (1) the amount then on deposit in the Letter Letters of Credit Collateral Account, and (2) a fraction, the numerator of which is the amount of such draw and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such draw. On each date on which a reduction in the outstanding amount of undrawn Letters of Credit occurs other than on account of a payment made to a beneficiary pursuant to a draw on a Letter of Credit, then the Collateral Agent shall distribute from the Letter Letters of Credit Collateral Account an amount equal to the product of (i1) the amount then on deposit in the Letter Letters of Credit Collateral Account, and (ii2) a fraction, the numerator of which is the amount of such reduction in the outstanding amount of undrawn Letters of Credit and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such reduction, which amount shall be distributed as provided in the first paragraph of this Section 5.85.10. At such time as the outstanding amount of all undrawn Letters of Credit is reduced to zero, any amount remaining in the Letter Letters of Credit Collateral Account, after the distribution therefrom as provided above, shall be distributed as provided in the first paragraph of this Section 5.8. All payments by the Collateral Agent hereunder shall be made (u) if to a Noteholder, directly to the applicable Noteholder, (x) if to any Revolving Credit Facility Secured Creditor, to the Revolving Credit Facility Agent for the account of the applicable Revolving Credit Facility Secured Creditor, (y) if to any Franchise Loan Facility Secured Creditor, to the Franchise Loan Facility Servicer for the account of the applicable Franchise Loan Facility Secured Creditor and (z) if to the Collateral Agent, directly to the Collateral Agent5.10.

Distribution of Proceeds. All amounts owing with respect ------------------------ to the Senior Secured Obligations shall be secured pro rata by the Collateral without distinction as to whether some Senior Secured Obligations are then due and payable and other Senior Secured Obligations are not then due and payable. Upon any realization upon the Collateral and/or Collateral, by acceptance of the receipt of any payments under any Security Document after the occurrence of an Enforcement Event and any payments under any Existing Guaranty and any other guaranty of any Senior Secured ObligationsDebt or execution and delivery of the Exchange Notes Indenture or the Subordinated Debt Indenture or the Standstill Agreement, as the case may be, the Creditors Secured Parties agree that the proceeds thereof shall be applied: , (i) first, to any the amounts owing by the Grantor to the Collateral Agent by the Company or the Creditors solely in its capacity as Collateral Agent hereunder pursuant to this Agreement, the Fee Letter or the Security Documents, including, without limitation, payment of expenses incurred by the Collateral Agent with respect to maintenance and protection of the Collateral and of expenses incurred with respect to the sale of or realization upon any of the Collateral or the perfection, enforcement or protection of the rights of the Creditors (including reasonable attorneys’ fees and expenses); ii) second, equally and ratably to the payment of all amounts of the Senior Secured Obligations constituting reimbursement of expenses (including attorney fees and other expenses of other professionals) and indemnities (other than breakage costs) required to be paid pursuant to the Note Agreement, the Revolving Credit Facility Agreement or the Franchise Loan Credit Facility Agreement; third, equally and ratably to the payment of all amounts of interest outstanding that constitute on the Series A Senior Secured Obligations (other than any Make-Whole Amount or breakage costs but including any periodic payments due under any Hedging Agreement constituting a Senior Secured Obligation) and letter of credit fees, commitment fees and administrative agent fees (such administrative agent fees not to exceed the amount thereof required to be paid pursuant to the applicable Financing Document as in effect on the date hereof) that constitute Senior Secured Obligations and are required to be paid pursuant to any Financing Document Debt according to the aggregate amounts of such interest and fees then owing to each Creditor; Senior Secured Debt Purchaser, (iii) third, ratably to all amounts of principal outstanding under the Series A Senior Secured Debt according to the aggregate amounts of such principal then owing to each Senior Secured Debt Purchaser, (iv) fourth, equally and ratably to the payment of all outstanding amounts of principal, Letter of Credit Exposure, interest outstanding on the termination value of any Hedging Agreement Series B Senior Secured Debt according to the extent aggregate amounts of such Hedging Agreement has been terminated on or prior interest then owing to each Senior Secured Debt Purchaser then owning Series B Senior Secured Debt, (v) fifth, ratably to all amounts of principal outstanding under the Series B Senior Secured Debt according to the date aggregate amounts of the applicable distribution of proceeds, breakage compensation, prepayment premiums and up such principal then owing to $25,000,000 of Make-Whole Amount, if any, which constitute each Senior Secured Obligations; fifthDebt Purchaser then owning Series B Senior Secured Debt, equally and (vi) sixth, ratably to all other amounts then due to the Creditors Senior Secured Debt Purchasers, including fees and expenses, (includingvii) seventh, without limitation, any Maketo all fees and out-Whole Amount not paid pursuant of-pocket expenses owed to clause fourth above) the Senior Debt Trustee and Subordinated Debt Trustee under the Exchange Note Agreement, the Revolving Credit Facility Agreement Indenture and the Franchise Loan Credit Facility Agreement; sixthSubordinated Debt Indenture, equally and as the case may be, (viii) eighth, ratably to the payment of all amounts of interest outstanding on the Exchange Notes according to the aggregate amounts of such interest then owing to each holder thereof, (ix) ninth, ratably to all Disallowed Obligations amounts of principal outstanding under the Note AgreementExchange Notes according to the aggregate amounts of principal then owing to each holder thereof, (x) tenth, ratably to all other amounts then due to the Revolving Credit Facility Agreement holders of the Exchange Notes, including fees and expenses, (xi) eleventh, ratably to the Franchise Loan Credit Facility Agreement; payment of all amounts of interest outstanding on the Convertible Subordinated Debt according to the aggregate amounts of interest then owing to each Convertible Subordinated Debt Purchaser, (xii) twelfth, ratably to all amounts of principal outstanding under the Convertible Subordinated Debt according to the aggregate amounts of principal then owing to each Convertible Subordinated Debt Purchaser, (xiii) thirteenth, ratably to all other amounts then due to the Convertible Subordinated Debt Purchasers, including fees and seventhexpenses and (xiv) fourteenth, the balance, if any, shall be returned to the Company Grantor or such other Persons as are entitled thereto. Any payment pursuant Upon the request of the Collateral Agent prior to any distribution under this Section 5.8 with respect to the outstanding amount of any undrawn Letters of Credit 10(h), each Secured Party shall be paid ------------- provide to the Collateral Agent for deposit certificates, in an account (the “Letter of Credit Collateral Account”) to be held as collateral for the Senior Secured Obligations form and disposed of as provided herein. On each date on which a payment is made to a beneficiary pursuant to a draw on a Letter of Credit, the Collateral Agent shall distribute from the Letter of Credit Collateral Account for application to the payment of the reimbursement obligation due to the Revolving Credit Facility Lenders or the Franchise Loan Facility Participants, as applicable, with respect to such draw an amount equal to the product of (1) the amount then on deposit in the Letter of Credit Collateral Account, and (2) a fraction, the numerator of which is the amount of such draw and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such draw. On each date on which a reduction in the outstanding amount of undrawn Letters of Credit occurs other than on account of a payment made to a beneficiary pursuant to a draw on a Letter of Credit, then the Collateral Agent shall distribute from the Letter of Credit Collateral Account an amount equal to the product of (i) the amount then on deposit in the Letter of Credit Collateral Account, and (ii) a fraction, the numerator of which is the amount of such reduction in the outstanding amount of undrawn Letters of Credit and the denominator of which is the amount of all undrawn Letters of Credit immediately prior to such reduction, which amount shall be distributed as provided in the first paragraph of this Section 5.8. At such time as the outstanding amount of all undrawn Letters of Credit is reduced to zero, any amount remaining in the Letter of Credit Collateral Account, after the distribution therefrom as provided above, shall be distributed as provided in the first paragraph of this Section 5.8. All payments by the Collateral Agent hereunder shall be made (u) if to a Noteholder, directly to the applicable Noteholder, (x) if to any Revolving Credit Facility Secured Creditor, to the Revolving Credit Facility Agent for the account of the applicable Revolving Credit Facility Secured Creditor, (y) if to any Franchise Loan Facility Secured Creditor, to the Franchise Loan Facility Servicer for the account of the applicable Franchise Loan Facility Secured Creditor and (z) if substance reasonably satisfactory to the Collateral Agent, directly setting forth the respective amounts referred to in clauses (ii) through (xiii) above that each such Secured Party believes it is entitled to receive, together with such wire transfer information or other payment instructions as the Collateral AgentAgent may reasonably request."

Distribution of Proceeds. All amounts owing with respect to the Senior Secured ------------------------ Obligations shall be secured pro rata by the Collateral without distinction as to whether some Senior Secured Obligations are then due and payable and other Senior Secured Obligations are not then due and payable. Upon any realization upon the Collateral and/or Collateral, by execution of the receipt of any payments under any Security Document after the occurrence of an Enforcement Event and any payments under any Existing Guaranty and any other guaranty of any Senior Secured ObligationsStandstill Agreement, the Creditors Secured Parties agree that the proceeds thereof shall shall, subject to the limitations set forth in Section 6(c), be applied: ------------ applied (i) first, to any the amounts owing by the Grantor to the Collateral Agent by the Company or the Creditors solely in its capacity as Collateral Agent hereunder pursuant to this Agreement, the Fee Letter or the Security Documents, including, without limitation, payment of expenses incurred by the Collateral Agent with respect to maintenance and protection of the Collateral and of expenses incurred with respect to the sale of or realization upon any of the Collateral or the perfection, enforcement or protection of the rights of the Creditors (including reasonable attorneys’ fees and expenses); ii) second, equally and ratably to the payment of all amounts of the Senior Secured Obligations constituting reimbursement of expenses (including attorney fees and other expenses of other professionals) and indemnities (other than breakage costs) required to be paid pursuant to the Note Agreement, the Revolving Credit Facility Agreement or the Franchise Loan Credit Facility Agreement; third, equally and ratably to the payment of all amounts of interest outstanding that constitute on the Series A Senior Secured Obligations (other than any Make-Whole Amount or breakage costs but including any periodic payments due under any Hedging Agreement constituting a Senior Secured Obligation) and letter of credit fees, commitment fees and administrative agent fees (such administrative agent fees not to exceed the amount thereof required to be paid pursuant to the applicable Financing Document as in effect on the date hereof) that constitute Senior Secured Obligations and are required to be paid pursuant to any Financing Document Debt according to the aggregate amounts of such interest and fees then owing to each Creditor; Senior Secured Debt Purchaser then owning Series A Senior Secured Debt, (iii) third, ratably to all amounts of principal outstanding under the Series A Senior Secured Debt according to the aggregate amounts of such principal then owing to each Senior Secured Debt Purchaser then owning Series A Senior Secured Debt, (iv) fourth, equally and ratably to the payment of all outstanding amounts of principal, Letter of Credit Exposure, interest outstanding on the termination value of any Hedging Agreement Series B Senior Secured Debt according to the extent aggregate amounts of such Hedging Agreement has been terminated on or prior interest then owing to each Senior Secured Debt Purchaser then owning Series B Senior Secured Debt, (v) fifth, ratably to all amounts of principal outstanding under the Series B Senior Secured Debt according to the date aggregate amounts of the applicable distribution of proceeds, breakage compensation, prepayment premiums and up such principal then owing to $25,000,000 of Make-Whole Amount, if any, which constitute each Senior Secured Obligations; fifthDebt Purchaser then owning Series B Senior Secured Debt, equally and (vi) sixth, ratably to all other amounts then due to the Creditors Senior Secured Debt Purchasers, including fees and expenses and (including, without limitation, any Make-Whole Amount not paid pursuant to clause fourth abovevii) under the Note Agreement, the Revolving Credit Facility Agreement and the Franchise Loan Credit Facility Agreement; sixth, equally and ratably to all Disallowed Obligations under the Note Agreement, the Revolving Credit Facility Agreement and the Franchise Loan Credit Facility Agreement; and seventh, the balance, if any, including all proceeds exceeding $5 million in the aggregate shall be returned to the Company Grantor or such other Persons as are entitled thereto. Any payment pursuant Upon the request of the Collateral Agent prior to any distribution under this Section 5.8 with respect to the outstanding amount of any undrawn Letters of Credit 10(h), each ------------- Secured Party shall be paid provide to the Collateral Agent for deposit certificates, in an account (the “Letter of Credit Collateral Account”) to be held as collateral for the Senior Secured Obligations form and disposed of as provided herein. On each date on which a payment is made to a beneficiary pursuant to a draw on a Letter of Credit, the Collateral Agent shall distribute from the Letter of Credit Collateral Account for application to the payment of the reimbursement obligation due to the Revolving Credit Facility Lenders or the Franchise Loan Facility Participants, as applicable, with respect to such draw an amount equal to the product of (1) the amount then on deposit in the Letter of Credit Collateral Account, and (2) a fraction, the numerator of which is the amount of such draw and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such draw. On each date on which a reduction in the outstanding amount of undrawn Letters of Credit occurs other than on account of a payment made to a beneficiary pursuant to a draw on a Letter of Credit, then the Collateral Agent shall distribute from the Letter of Credit Collateral Account an amount equal to the product of (i) the amount then on deposit in the Letter of Credit Collateral Account, and (ii) a fraction, the numerator of which is the amount of such reduction in the outstanding amount of undrawn Letters of Credit and the denominator of which is the amount of all undrawn Letters of Credit immediately prior to such reduction, which amount shall be distributed as provided in the first paragraph of this Section 5.8. At such time as the outstanding amount of all undrawn Letters of Credit is reduced to zero, any amount remaining in the Letter of Credit Collateral Account, after the distribution therefrom as provided above, shall be distributed as provided in the first paragraph of this Section 5.8. All payments by the Collateral Agent hereunder shall be made (u) if to a Noteholder, directly to the applicable Noteholder, (x) if to any Revolving Credit Facility Secured Creditor, to the Revolving Credit Facility Agent for the account of the applicable Revolving Credit Facility Secured Creditor, (y) if to any Franchise Loan Facility Secured Creditor, to the Franchise Loan Facility Servicer for the account of the applicable Franchise Loan Facility Secured Creditor and (z) if substance reasonably satisfactory to the Collateral Agent, directly setting forth the respective amounts referred to in clauses (ii) through (vi) above that each such Secured Party believes it is entitled to receive, together with such wire transfer information or other payment instructions as the Collateral AgentAgent may reasonably request.

Distribution of Proceeds. All amounts owing Each party hereto agrees that any proceeds from any sale, collection, liquidation or enforcement of the Shared Collateral shall be distributed by the Common Security Trustee in accordance with respect the terms hereof and subject to the Senior Secured Obligations conditions of the relevant Security Document. Such proceeds shall be secured pro rata by the Collateral without distinction applied as to whether some Senior Secured Obligations are then due and payable and other Senior Secured Obligations are not then due and payable. Upon any realization upon the Collateral and/or the receipt of any payments under any Security Document after the occurrence of an Enforcement Event and any payments under any Existing Guaranty and any other guaranty of any Senior Secured Obligations, the Creditors agree that the proceeds thereof shall be appliedfollows: first, to the Common Security Trustee for any amounts owing to the Collateral Agent by the Company or the Creditors pursuant to this Agreementunpaid fees, the Fee Letter or the Security Documents, including, without limitation, payment of costs and expenses incurred by the Collateral Agent with respect to maintenance and protection of the Collateral and of expenses incurred with respect to the sale of or realization upon any of the Collateral or the perfection, enforcement or protection of the rights of the Creditors (including reasonable attorneys’ fees and any indemnity expenses)) reasonably incurred hereunder; second, equally and ratably pro rata to the payment of all amounts each of the Senior MEB Trustee, the Indenture Trustee and any agent, trustee or representative as a Secured Obligations constituting reimbursement Party for any series of Permitted Pari Passu Secured Indebtedness or Exchange Bond Indebtedness for any unpaid fees, costs and expenses (including attorney fees and other expenses of other professionalsany indemnity expenses) and indemnities (other than breakage costs) required to be paid pursuant to reasonably incurred under the Note Agreement, the Revolving Credit Facility Agreement or the Franchise Loan Credit Facility Agreementapplicable Secured Party Document; third, equally and ratably to the payment of all amounts of interest outstanding that constitute Senior Secured Obligations (other than any Make-Whole Amount or breakage costs but including any periodic payments due under any Hedging Agreement constituting a Senior Secured Obligation) and letter of credit fees, commitment fees and administrative agent fees (such administrative agent fees not to exceed the amount thereof required to be paid pursuant to the applicable Financing Document as in effect on the date hereof) that constitute Senior Secured Obligations and are required to be paid pursuant to any Financing Document according to the aggregate amounts of such interest and fees then owing pro rata to each Creditor; fourth, equally and ratably to of the payment Indenture Trustee for the benefit of all outstanding amounts of principal, Letter of Credit Exposurethe respective Noteholders, the termination value MEB Trustee for the benefit of any Hedging Agreement the Bondholders and, to the extent applicable, to holders of Permitted Pari Passu Secured Indebtedness or Exchange Bond Indebtedness (or their representative for the benefit of such Hedging Agreement has been terminated on or prior to holders) in accordance with the date terms of the applicable distribution of proceeds, breakage compensation, prepayment premiums Secured Party Document; and up to $25,000,000 of Make-Whole Amount, if any, which constitute Senior Secured Obligations; fifth, equally and ratably to all other amounts then due to the Creditors (including, without limitationfourth, any Make-Whole Amount not paid pursuant to clause fourth above) under the Note Agreement, the Revolving Credit Facility Agreement and the Franchise Loan Credit Facility Agreement; sixth, equally and ratably to all Disallowed Obligations under the Note Agreement, the Revolving Credit Facility Agreement and the Franchise Loan Credit Facility Agreement; and seventh, the balance, if any, shall be returned to the Company or surplus remaining after such other Persons as are entitled thereto. Any payment pursuant to this Section 5.8 with respect to the outstanding amount of any undrawn Letters of Credit shall payments will be paid to the Collateral Agent for deposit in an account (the “Letter of Credit Collateral Account”) to be held as collateral for the Senior Secured Obligations and disposed of as provided herein. On each date on which a payment is made to a beneficiary pursuant to a draw on a Letter of CreditCompany, the Subsidiary Guarantor Pledgors or to whomever may be lawfully entitled thereto. Each party hereto agrees that any proceeds of the Shared Collateral Agent received or recovered by it in violation of the priorities set forth above and the other provisions of this Intercreditor Agreement shall distribute from be segregated and held in trust and promptly paid over to the Letter of Credit Collateral Account Common Security Trustee, in the same form as received, with any necessary endorsements, for application to in accordance with the payment of the reimbursement obligation due to the Revolving Credit Facility Lenders or the Franchise Loan Facility Participants, as applicable, with respect to such draw an amount equal to the product of (1) the amount then on deposit in the Letter of Credit Collateral Account, and (2) a fraction, the numerator of which is the amount of such draw and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such draw. On each date on which a reduction in the outstanding amount of undrawn Letters of Credit occurs other than on account of a payment made to a beneficiary pursuant to a draw on a Letter of Credit, then the Collateral Agent shall distribute from the Letter of Credit Collateral Account an amount equal to the product of (i) the amount then on deposit in the Letter of Credit Collateral Account, and (ii) a fraction, the numerator of which is the amount of such reduction in the outstanding amount of undrawn Letters of Credit and the denominator of which is the amount of all undrawn Letters of Credit immediately prior to such reduction, which amount shall be distributed as provided in the first paragraph of this Section 5.8. At such time as the outstanding amount of all undrawn Letters of Credit is reduced to zero, any amount remaining in the Letter of Credit Collateral Account, after the distribution therefrom as provided priorities set forth above, shall be distributed as provided in the first paragraph of this Section 5.8. All payments by the Collateral Agent hereunder shall be made (u) if to a Noteholder, directly to the applicable Noteholder, (x) if to any Revolving Credit Facility Secured Creditor, to the Revolving Credit Facility Agent for the account of the applicable Revolving Credit Facility Secured Creditor, (y) if to any Franchise Loan Facility Secured Creditor, to the Franchise Loan Facility Servicer for the account of the applicable Franchise Loan Facility Secured Creditor and (z) if to the Collateral Agent, directly to the Collateral Agent.

Distribution of Proceeds. All amounts owing with respect to the Senior Secured Obligations shall be secured pro rata by the Collateral without distinction as to whether some Senior Secured Obligations are then due and payable and other Senior Secured Obligations are not then due and payable. Upon any realization upon the Collateral and/or the receipt of any payments under any Security Document after the occurrence of an Enforcement Event and any payments under any Existing Guaranty and any other guaranty of any Senior Secured ObligationsCollateral, the Creditors Secured Parties agree that the proceeds thereof shall be applied: firstapplied (a) FIRST, to any the amounts owing to the Collateral Agent by the Company or the Creditors Secured Parties solely in its capacity as Collateral Agent hereunder pursuant to this Agreement, the Fee Letter Agreement or the Security Documents; (b) SECOND, including, without limitation, payment of expenses incurred by the Collateral Agent with respect to maintenance and protection of the Collateral and of expenses incurred with respect to the sale of or realization upon any of the Collateral or the perfection, enforcement or protection of the rights of the Creditors (including reasonable attorneys’ fees and expenses); second, equally and ratably to the payment of all amounts of the Senior Secured Obligations constituting reimbursement of expenses (including attorney fees and other expenses of other professionals) and indemnities (other than breakage costs) required to be paid pursuant to the Note Agreement, the Revolving Credit Facility Agreement or the Franchise Loan Credit Facility Agreement; third, equally and ratably to the payment of all amounts of interest outstanding that constitute Senior Secured Obligations (other than any Make-Whole Amount or breakage costs but including any periodic payments due under any Hedging Agreement constituting a Senior Secured ObligationAmount) and letter of credit fees, commitment fees and administrative agent fees (such administrative agent fees not to exceed outstanding which constitute the amount thereof required to be paid pursuant to the applicable Financing Document as in effect on the date hereof) that constitute Senior Secured Obligations and are required to be paid pursuant to any Financing Document according to the aggregate amounts of such interest and fees then owing to each CreditorSecured Party; fourth(C) THIRD, equally and ratably to all amounts of principal outstanding under the Senior Secured Obligations according to the aggregate amounts of such principal then owing to each Secured Party including the cash collateralization or payment of all outstanding amounts obligations of principal, Letter the Company under the Credit Agreement relating to Letters of Credit Exposureissued thereunder; (d) FOURTH, the termination value of any Hedging Agreement to the extent such Hedging Agreement has been terminated on or prior to the date of the applicable distribution of proceeds, breakage compensation, prepayment premiums and up to $25,000,000 of Make-Whole Amount, if any, which constitute Senior Secured Obligations; fifth, equally and ratably to all other amounts then due to the Creditors Secured Parties under the Credit Agreement, the Note Purchase and Guarantee Agreement and the Additional Facilities (includingincluding fees, without limitationexpenses and premiums, any including Make-Whole Amount not paid pursuant to clause fourth aboveAmounts, if any) under the Note Agreement, the Revolving Credit Facility Agreement and the Franchise Loan Credit Facility Agreement; sixth, equally and ratably to all Disallowed Obligations under the Note Agreement, the Revolving Credit Facility Agreement and the Franchise Loan Credit Facility Agreement; and seventh(e) FIFTH, the balance, if any, shall be returned to the Company or such other Persons as are entitled thereto. Any payment pursuant Upon the request of the Collateral Agent prior to any distribution under this Section 5.8 with respect to the outstanding amount of any undrawn Letters of Credit SECTION 5.10, each Secured Party shall be paid provide to the Collateral Agent for deposit certificates, in an account (the “Letter of Credit Collateral Account”) to be held as collateral for the Senior Secured Obligations form and disposed of as provided herein. On each date on which a payment is made to a beneficiary pursuant to a draw on a Letter of Credit, the Collateral Agent shall distribute from the Letter of Credit Collateral Account for application to the payment of the reimbursement obligation due to the Revolving Credit Facility Lenders or the Franchise Loan Facility Participants, as applicable, with respect to such draw an amount equal to the product of (1) the amount then on deposit in the Letter of Credit Collateral Account, and (2) a fraction, the numerator of which is the amount of such draw and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such draw. On each date on which a reduction in the outstanding amount of undrawn Letters of Credit occurs other than on account of a payment made to a beneficiary pursuant to a draw on a Letter of Credit, then the Collateral Agent shall distribute from the Letter of Credit Collateral Account an amount equal to the product of (i) the amount then on deposit in the Letter of Credit Collateral Account, and (ii) a fraction, the numerator of which is the amount of such reduction in the outstanding amount of undrawn Letters of Credit and the denominator of which is the amount of all undrawn Letters of Credit immediately prior to such reduction, which amount shall be distributed as provided in the first paragraph of this Section 5.8. At such time as the outstanding amount of all undrawn Letters of Credit is reduced to zero, any amount remaining in the Letter of Credit Collateral Account, after the distribution therefrom as provided above, shall be distributed as provided in the first paragraph of this Section 5.8. All payments by the Collateral Agent hereunder shall be made (u) if to a Noteholder, directly to the applicable Noteholder, (x) if to any Revolving Credit Facility Secured Creditor, to the Revolving Credit Facility Agent for the account of the applicable Revolving Credit Facility Secured Creditor, (y) if to any Franchise Loan Facility Secured Creditor, to the Franchise Loan Facility Servicer for the account of the applicable Franchise Loan Facility Secured Creditor and (z) if substance reasonably satisfactory to the Collateral Agent, directly setting forth the respective amounts referred to the Collateral Agentin clauses (b) through (d) above which each such Secured Party believes it is entitled to receive.

Distribution of Proceeds. All amounts owing with respect to the Senior Secured Obligations shall be secured pro rata by the Collateral without distinction as to whether some Senior Secured Obligations are then due and payable and other Senior Secured Obligations are not then due and payable. Upon the occurrence of and following a Liquidity Event with respect to any amounts received by the Collateral Agent from any Creditor under Section 5.11 hereof, or upon any realization upon the Collateral and/or the receipt of any payments under any Security Document after the occurrence of an Enforcement Event and any payments under any Existing Guaranty and any other guaranty Document, enforcement of any Senior Secured ObligationsGuaranty Agreement or exercise of any right of setoff or recoupment by any Creditor, the Creditors agree that the proceeds thereof shall be appliedapplied as follows: (a) first, to any the amounts owing to the Collateral Agent (solely in its capacity as such) by the Company Borrower, the Guarantors, the other Debtors, or the Creditors pursuant to this Agreement, the Fee Letter Agreement or the Security Documents, including, without limitation, payment of expenses incurred by the Collateral Agent with respect to maintenance and protection of the Collateral and of expenses incurred with respect to the sale of or realization upon any of the Collateral or the perfection, enforcement or protection of the rights of the Creditors (including reasonable attorneys’ fees and expensesexpenses of every kind); (b) second, equally and ratably to the payment of all amounts the reasonable costs and expenses of the Senior Secured Obligations constituting reimbursement of expenses various Creditors (including attorney fees and other expenses reasonable attorneys’ fees) incurred directly in connection with the enforcement of other professionals) and indemnities (other than breakage costs) required to be paid pursuant to the Note this Agreement, the Revolving Credit Facility Agreement or Bank Loan Documents, the Franchise Loan Credit Facility AgreementSenior Note Documents, the Security Documents and the Guaranty Agreements, according to the aggregate amounts thereof then owing to each Creditor; (c) third, equally and ratably to the payment of all amounts of interest outstanding that which constitute the Senior Secured Obligations (other than interest in respect of any Make-Whole Amount or breakage costs but including any periodic payments due under any Hedging Agreement constituting a Senior Secured ObligationAmounts) and letter of credit fees, commitment fees and administrative agent fees (such administrative agent fees not to exceed the amount thereof required to be paid pursuant to the applicable Financing Document as in effect on the date hereof) that constitute Senior Secured Obligations and are required to be paid pursuant to any Financing Document according to the aggregate amounts of such interest and fees then owing to each Creditor; (d) fourth, equally and ratably to the payment of (i) all outstanding amounts of principal, Letter of Credit Exposure, the termination value of any Hedging Agreement principal and L/C Exposure outstanding with respect to the extent such Hedging Agreement has been terminated on or prior Senior Secured Obligations and (ii) without duplication, all amounts then due to a Creditor in respect of Other Lender Provided Financial Service Product Obligations and Lender Provided Interest Rate Hedge Obligations, according to the date aggregate amounts of the applicable distribution of proceedsforegoing then owing to each Creditor; (e) fifth, without duplication, equally and ratably, breakage compensation, prepayment premiums costs and up to $25,000,000 of Make-Whole Amount, if any, Amounts (and including interest in respect of any Make-Whole Amounts) which constitute Senior Secured ObligationsObligations according to the aggregate amounts of the foregoing then owing to each Creditor; fifth(f) sixth, equally and ratably to all other amounts then due to the Creditors under the Bank Credit Agreement and the Note Agreement (including, without limitation, any Make-Whole Amount including fees and expenses not theretofore paid pursuant to clause fourth “second” above) under according to the Note Agreement, the Revolving Credit Facility Agreement and the Franchise Loan Credit Facility Agreement; sixth, equally and ratably aggregate amounts thereof then owing to all Disallowed Obligations under the Note Agreement, the Revolving Credit Facility Agreement and the Franchise Loan Credit Facility Agreementeach Creditor; and (g) seventh, the balance, if any, shall be returned to the Company Borrower, the applicable Guarantor, the applicable Debtor or such other Persons as are entitled thereto. Any payment required to be made by the Collateral Agent pursuant to this Section 5.8 5.10 with respect to the outstanding amount of any undrawn Letters of Credit shall be paid to held by the Collateral Agent for on deposit in an account (the “Letter Letters of Credit Collateral Account”) to be held as collateral for the Senior Secured Obligations and disposed of as provided herein. On each date on which a payment is made to a beneficiary pursuant to a draw on a Letter of Credit, the Collateral Agent shall distribute from the Letter Letters of Credit Collateral Account for application to the payment of the reimbursement obligation due to the Revolving Credit Facility Lenders or the Franchise Loan Facility Participants, as applicable, with respect to such draw an amount equal to the product of (1) the amount then on deposit in the Letter Letters of Credit Collateral Account, and (2) a fraction, the numerator of which is the amount of such draw and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such draw. On each date on which a reduction in the outstanding amount of undrawn Letters of Credit occurs other than on account of a payment made to a beneficiary pursuant to a draw on a Letter of Credit, then the Collateral Agent shall distribute from the Letter Letters of Credit Collateral Account an amount equal to the product of (i1) the amount then on deposit in the Letter Letters of Credit Collateral Account, and (ii2) a fraction, the numerator of which is the amount of such reduction in the outstanding amount of undrawn Letters of Credit and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such reduction, which amount shall be distributed as provided in the first paragraph of this Section 5.85.10. At such time as the outstanding amount of all undrawn Letters of Credit is reduced to zero, any amount remaining in the Letter Letters of Credit Collateral Account, after the distribution therefrom as provided above, shall be distributed as provided in the first paragraph of this Section 5.8. All payments by the Collateral Agent hereunder shall be made (u) if to a Noteholder, directly to the applicable Noteholder, (x) if to any Revolving Credit Facility Secured Creditor, to the Revolving Credit Facility Agent for the account of the applicable Revolving Credit Facility Secured Creditor, (y) if to any Franchise Loan Facility Secured Creditor, to the Franchise Loan Facility Servicer for the account of the applicable Franchise Loan Facility Secured Creditor and (z) if to the Collateral Agent, directly to the Collateral Agent5.10.

Distribution of Proceeds. All amounts owing with respect to the Senior Secured Obligations shall be secured pro rata by the Collateral without distinction as to whether some Senior Secured Obligations are then due and payable and other Senior Secured Obligations are not then due and payable. Upon any realization upon the Collateral and/or the receipt of any payments under any Security Document after the occurrence of an Enforcement Event and any payments or realization under any Existing Guaranty and any other guaranty of any Senior Secured ObligationsGuaranty, the Creditors agree that the proceeds thereof shall be applied: applied (a) first, to any the amounts owing to the Collateral Agent by the Company or the Creditors pursuant to this Agreement, the Fee Letter Agreement or the Security Documents, including, without limitation, payment of expenses incurred by the Collateral Agent with respect to maintenance and protection of the Collateral and of expenses incurred with respect to the sale of or realization upon any of the Collateral or the perfection, enforcement or protection of the rights of the Creditors (including reasonable attorneys’ fees and expensesexpenses of every kind); (b) second, equally and ratably to the payment of all amounts of the Senior Secured Obligations constituting reimbursement of expenses (including attorney fees and other expenses of other professionalsincluding, without limitation, principal, interest, fees, expenses, any make-whole amount or breakage amount) and indemnities (other than breakage costs) required to be paid pursuant then due to the Note Creditors under the Credit Agreement, the Revolving Credit Note Agreement and each Additional Secured Facility Agreement or the Franchise Loan Credit Facility Agreement; third, equally and which payments shall be distributed ratably to the payment of all amounts of interest outstanding that constitute Senior each Lender, each Noteholder and each Additional Secured Obligations (other than any Make-Whole Amount or breakage costs but including any periodic payments due under any Hedging Agreement constituting a Senior Secured Obligation) and letter of credit fees, commitment fees and administrative agent fees (such administrative agent fees not to exceed the amount thereof required to be paid pursuant to the applicable Financing Document as in effect on the date hereof) that constitute Senior Secured Obligations and are required to be paid pursuant to any Financing Document Lender according to the aggregate amounts amount of such interest and fees amounts then owing to each Creditor; fourth, equally and ratably to the payment of all outstanding amounts of principal, Letter of Credit Exposure, the termination value of any Hedging Agreement to the extent such Hedging Agreement has been terminated on or prior to the date of the applicable distribution of proceeds, breakage compensation, prepayment premiums and up to $25,000,000 of Make-Whole Amount, if any, which constitute Senior Secured Obligations; fifth, equally and ratably to all other amounts then due to the Creditors (including, without limitation, any Make-Whole Amount not paid pursuant to clause fourth abovec) under the Note Agreement, the Revolving Credit Facility Agreement and the Franchise Loan Credit Facility Agreement; sixth, equally and ratably to all Disallowed Obligations under the Note Agreement, the Revolving Credit Facility Agreement and the Franchise Loan Credit Facility Agreement; and sevenththird, the balance, if any, shall be returned to the Company or such other Persons as are entitled thereto; provided that such balance shall be held by the Collateral Agent if (1) all Senior Secured Obligations have not been accelerated or are not yet due and payable or (2) an indemnification claim by the Collateral Agent or any Creditor is pending under any Loan Document, Senior Note Document or Additional Secured Facility Document. Any payment pursuant to this Section 5.8 5.10 with respect to the outstanding amount of any undrawn Letters of Credit shall be paid to the Collateral Agent for deposit in an account (the “Letter Letters of Credit Collateral Account”) to be held as collateral for the Senior Secured Obligations and disposed of as provided herein. On each date on which a payment is made to a beneficiary pursuant to a draw on a Letter of Credit, the Collateral Agent shall distribute from the Letter Letters of Credit Collateral Account for application to the payment of the reimbursement obligation due to the Revolving Credit Facility Lenders or the Franchise Loan Facility Participants, as applicable, with respect to such draw an amount equal to the product of (1) the amount then on deposit in the Letter Letters of Credit Collateral Account, Account and (2) a fraction, the numerator of which is the amount of such draw and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such draw. On each date on which a reduction in the outstanding amount of undrawn Letters of Credit occurs other than on account of a payment made to a beneficiary pursuant to a draw on a Letter of Credit, then the Collateral Agent shall distribute from the Letter Letters of Credit Collateral Account an amount equal to the product of (i1) the amount then on deposit in the Letter Letters of Credit Collateral Account, Account and (ii2) a fraction, the numerator of which is the amount of such reduction in the outstanding amount of undrawn Letters of Credit and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such reduction, which amount shall be distributed as provided in the first paragraph of this Section 5.85.10. At such time as the outstanding amount of all undrawn Letters of Credit is reduced to zero, any amount remaining in the Letter Letters of Credit Collateral Account, after the distribution therefrom as provided above, shall be distributed as provided in the first paragraph of this Section 5.8. All payments by the Collateral Agent hereunder shall be made (u) if to a Noteholder, directly to the applicable Noteholder, (x) if to any Revolving Credit Facility Secured Creditor, to the Revolving Credit Facility Agent for the account of the applicable Revolving Credit Facility Secured Creditor, (y) if to any Franchise Loan Facility Secured Creditor, to the Franchise Loan Facility Servicer for the account of the applicable Franchise Loan Facility Secured Creditor and (z) if to the Collateral Agent, directly to the Collateral Agent5.10.

Distribution of Proceeds. All amounts owing with respect to the Senior ------------------------ Secured Obligations shall be secured pro rata by the Collateral without distinction as to whether some Senior Secured Obligations are then due and payable and other Senior Secured Obligations are not then due and payable. Upon any realization upon the Collateral and/or Collateral, by acceptance of the receipt of any payments under any Security Document after the occurrence of an Enforcement Event and any payments under any Existing Guaranty and any other guaranty of any Senior Secured ObligationsDebt or the Exchange Notes, as the case may be, the Creditors Secured Parties agree that the proceeds thereof shall be applied: , (i) first, to any the amounts owing to the Collateral Agent by the Company or the Creditors Grantor solely in its capacity as Collateral Agent hereunder pursuant to this Agreement, the Fee Letter or the Security Documents, including, without limitation, payment of expenses incurred by the Collateral Agent with respect to maintenance and protection of the Collateral and of expenses incurred with respect to the sale of or realization upon any of the Collateral or the perfection, enforcement or protection of the rights of the Creditors (including reasonable attorneys’ fees and expenses); ii) second, equally and ratably to the payment of all amounts of the Senior Secured Obligations constituting reimbursement of expenses (including attorney fees and other expenses of other professionals) and indemnities (other than breakage costs) required to be paid pursuant to the Note Agreement, the Revolving Credit Facility Agreement or the Franchise Loan Credit Facility Agreement; third, equally and ratably to the payment of all amounts of interest outstanding that constitute the Senior Secured Obligations (other than any Make-Whole Amount or breakage costs but including any periodic payments due under any Hedging Agreement constituting a Senior Secured Obligation) and letter of credit fees, commitment fees and administrative agent fees (such administrative agent fees not to exceed the amount thereof required to be paid pursuant to the applicable Financing Document as in effect on the date hereof) that constitute Senior Secured Obligations and are required to be paid pursuant to any Financing Document Debt according to the aggregate amounts of such interest and fees then owing to each Creditor; Senior Secured Debt Purchaser, (iii) third, ratably to all amounts of principal outstanding under the Senior Secured Debt according to the aggregate amounts of such principal then owing to each Senior Secured Debt Purchaser, (iv) fourth, equally and ratably to the payment of all outstanding amounts of principal, Letter of Credit Exposure, the termination value of any Hedging Agreement to the extent such Hedging Agreement has been terminated on or prior to the date of the applicable distribution of proceeds, breakage compensation, prepayment premiums and up to $25,000,000 of Make-Whole Amount, if any, which constitute Senior Secured Obligations; fifth, equally and ratably to all other amounts then due to the Creditors Senior Secured Debt Purchasers, including fees and expenses, (includingv) fifth, without limitationratably to the payment of all amounts of interest outstanding that constitute the Exchange Notes according to the aggregate amounts of such interest then owing to each Exchanging Debt Holder, any Make-Whole Amount not paid pursuant to clause fourth above(vi) under the Note Agreement, the Revolving Credit Facility Agreement and the Franchise Loan Credit Facility Agreement; sixth, equally and ratably to all Disallowed Obligations amounts of principal outstanding under the Note AgreementExchange Notes according to the aggregate amounts of principal then owing to each Exchanging Debt Holder, (vii) seventh, ratably to all other amounts then due to the Revolving Credit Facility Agreement Exchanging Debt Holders, including fees and the Franchise Loan Credit Facility Agreement; expenses, and seventh(viii) eighth, the balance, if any, shall be returned to the Company Grantor or such other Persons as are entitled thereto. Any payment pursuant to this Section 5.8 with respect to Upon the outstanding amount request of any undrawn Letters of Credit shall be paid to the Collateral Agent for deposit in an account (the “Letter of Credit Collateral Account”) prior to be held as collateral for the Senior any distribution under this Section 10(h), each Secured Obligations and disposed of as provided herein. On each date on which a payment is made Party shall provide to a beneficiary pursuant to a draw on a Letter of Credit, ------------- the Collateral Agent shall distribute from the Letter of Credit Collateral Account for application to the payment of the reimbursement obligation due to the Revolving Credit Facility Lenders or the Franchise Loan Facility Participantscertificates, as applicable, with respect to such draw an amount equal to the product of (1) the amount then on deposit in the Letter of Credit Collateral Account, form and (2) a fraction, the numerator of which is the amount of such draw and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such draw. On each date on which a reduction in the outstanding amount of undrawn Letters of Credit occurs other than on account of a payment made to a beneficiary pursuant to a draw on a Letter of Credit, then the Collateral Agent shall distribute from the Letter of Credit Collateral Account an amount equal to the product of (i) the amount then on deposit in the Letter of Credit Collateral Account, and (ii) a fraction, the numerator of which is the amount of such reduction in the outstanding amount of undrawn Letters of Credit and the denominator of which is the amount of all undrawn Letters of Credit immediately prior to such reduction, which amount shall be distributed as provided in the first paragraph of this Section 5.8. At such time as the outstanding amount of all undrawn Letters of Credit is reduced to zero, any amount remaining in the Letter of Credit Collateral Account, after the distribution therefrom as provided above, shall be distributed as provided in the first paragraph of this Section 5.8. All payments by the Collateral Agent hereunder shall be made (u) if to a Noteholder, directly to the applicable Noteholder, (x) if to any Revolving Credit Facility Secured Creditor, to the Revolving Credit Facility Agent for the account of the applicable Revolving Credit Facility Secured Creditor, (y) if to any Franchise Loan Facility Secured Creditor, to the Franchise Loan Facility Servicer for the account of the applicable Franchise Loan Facility Secured Creditor and (z) if substance reasonably satisfactory to the Collateral Agent, directly setting forth the respective amounts referred to in clauses (ii) through (vii) above that each such Secured Party believes it is entitled to receive, together with such wire transfer information or other payment instructions as the Collateral AgentAgent may reasonably request.

Distribution of Proceeds. All amounts owing with respect to the Senior ------------------------ Secured Obligations shall be secured pro rata by the Collateral without distinction as to whether some Senior Secured Obligations are then due and payable and other Senior Secured Obligations are not then due and payable. Upon any realization upon the Collateral and/or Collateral, by acceptance of the receipt of any payments under any Security Document after the occurrence of an Enforcement Event and any payments under any Existing Guaranty and any other guaranty of any Senior Secured ObligationsDebt or execution and delivery of the Exchange Notes Indenture or the Subordinated Debt Indenture, as the case may be, the Creditors Secured Parties agree that the proceeds thereof shall be applied: , (i) first, to any the amounts owing by the Grantor to the Collateral Agent by the Company or the Creditors solely in its capacity as Collateral Agent hereunder pursuant to this Agreement, the Fee Letter or the Security Documents, including, without limitation, payment of expenses incurred by the Collateral Agent with respect to maintenance and protection of the Collateral and of expenses incurred with respect to the sale of or realization upon any of the Collateral or the perfection, enforcement or protection of the rights of the Creditors (including reasonable attorneys’ fees and expenses); ii) second, equally and ratably to the payment of all amounts of the Senior Secured Obligations constituting reimbursement of expenses (including attorney fees and other expenses of other professionals) and indemnities (other than breakage costs) required to be paid pursuant to the Note Agreement, the Revolving Credit Facility Agreement or the Franchise Loan Credit Facility Agreement; third, equally and ratably to the payment of all amounts of interest outstanding that constitute on the Senior Secured Obligations (other than any Make-Whole Amount or breakage costs but including any periodic payments due under any Hedging Agreement constituting a Senior Secured Obligation) and letter of credit fees, commitment fees and administrative agent fees (such administrative agent fees not to exceed the amount thereof required to be paid pursuant to the applicable Financing Document as in effect on the date hereof) that constitute Senior Secured Obligations and are required to be paid pursuant to any Financing Document Debt according to the aggregate amounts of such interest and fees then owing to each Creditor; Senior Secured Debt Purchaser, (iii) third, ratably to all amounts of principal outstanding under the Senior Secured Debt according to the aggregate amounts of such principal then owing to each Senior Secured Debt Purchaser, (iv) fourth, equally and ratably to the payment of all outstanding amounts of principal, Letter of Credit Exposure, the termination value of any Hedging Agreement to the extent such Hedging Agreement has been terminated on or prior to the date of the applicable distribution of proceeds, breakage compensation, prepayment premiums and up to $25,000,000 of Make-Whole Amount, if any, which constitute Senior Secured Obligations; fifth, equally and ratably to all other amounts then due to the Creditors Senior Secured Debt Purchasers, including fees and expenses, (includingv) fifth, without limitation, any Maketo all fees and out-Whole Amount not paid pursuant of-pocket expenses owed to clause fourth above) the Senior Debt Trustee and Subordinated Debt Trustee under the Exchange Note Agreement, the Revolving Credit Facility Agreement Indenture and the Franchise Loan Credit Facility Agreement; Subordinated Debt Indenture, as the case may be, (vi) sixth, equally and ratably to all Disallowed Obligations under the Note Agreement, the Revolving Credit Facility Agreement and the Franchise Loan Credit Facility Agreement; and seventh, the balance, if any, shall be returned to the Company or such other Persons as are entitled thereto. Any payment pursuant to this Section 5.8 with respect to the outstanding amount of any undrawn Letters of Credit shall be paid to the Collateral Agent for deposit in an account (the “Letter of Credit Collateral Account”) to be held as collateral for the Senior Secured Obligations and disposed of as provided herein. On each date on which a payment is made to a beneficiary pursuant to a draw on a Letter of Credit, the Collateral Agent shall distribute from the Letter of Credit Collateral Account for application to the payment of the reimbursement obligation due to the Revolving Credit Facility Lenders or the Franchise Loan Facility Participants, as applicable, with respect to such draw an amount equal to the product all amounts of (1) the amount then interest outstanding on deposit in the Letter of Credit Collateral Account, and (2) a fraction, the numerator of which is the amount of such draw and the denominator of which is the outstanding amount of all undrawn Letters of Credit immediately prior to such draw. On each date on which a reduction in the outstanding amount of undrawn Letters of Credit occurs other than on account of a payment made to a beneficiary pursuant to a draw on a Letter of Credit, then the Collateral Agent shall distribute from the Letter of Credit Collateral Account an amount equal to the product of (i) the amount then on deposit in the Letter of Credit Collateral Account, and (ii) a fraction, the numerator of which is the amount of such reduction in the outstanding amount of undrawn Letters of Credit and the denominator of which is the amount of all undrawn Letters of Credit immediately prior to such reduction, which amount shall be distributed as provided in the first paragraph of this Section 5.8. At such time as the outstanding amount of all undrawn Letters of Credit is reduced to zero, any amount remaining in the Letter of Credit Collateral Account, after the distribution therefrom as provided above, shall be distributed as provided in the first paragraph of this Section 5.8. All payments by the Collateral Agent hereunder shall be made (u) if to a Noteholder, directly to the applicable Noteholder, (x) if to any Revolving Credit Facility Secured Creditor, to the Revolving Credit Facility Agent for the account of the applicable Revolving Credit Facility Secured Creditor, (y) if to any Franchise Loan Facility Secured Creditor, to the Franchise Loan Facility Servicer for the account of the applicable Franchise Loan Facility Secured Creditor and (z) if to the Collateral Agent, directly to the Collateral Agent.the