Common use of Application of Proceeds; Turnover Provisions Clause in Contracts

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral received by the First Lien Secured Parties or the Second Lien Secured Parties in connection with an Insolvency Proceeding or an Enforcement Action, shall be distributed as follows: first to the First Lien Representative for application to the First Lien Obligations (other than any Excess First Lien Obligations) in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement until the First Lien Obligations Payment Date has occurred, and thereafter, to the Second Lien Agent for application to the Second Lien Obligations (other than any Excess Second Lien Obligations) in accordance with the Second Lien Documents until the Second Lien Obligations (other than any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien Obligations in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement. In the event any Excess Second Lien Obligations remain unpaid after full payment of the First Lien Obligations (including all Excess First Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent for application to such Excess Second Lien Obligations in accordance with the terms of the Second Lien Documents. Until the occurrence of the First Lien Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Lien Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien Representative, for the benefit of the First Lien Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties), in the same form as received, with any necessary endorsements, and each Second Lien Secured Party hereby authorizes each of the First Lien Representative and the First Lien Agents to make any such endorsements as agent for the Second Lien Agent (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds Prior to the Discharge of Common Shared Collateral Obligations, the ABL Agent, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge Collateral and all Proceeds thereof received by the First Lien either of them or any ABL Secured Parties Party, Additional Pari Passu Secured Party or the Second Lien Term Secured Parties Party, respectively, in connection with any Exercise of Secured Creditor Remedies with respect to Canadian Pledge Collateral, whether or not pursuant to an Insolvency Proceeding or an Enforcement ActionProceeding, shall be distributed as follows: first first, to the First Lien Representative Term Agent on behalf of the Term B-4 Lenders for application to the First Lien Term Obligations (other than any Excess First Lien Obligations) with respect to the Term B-4 Loans in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement Term Documents, until the First Lien Discharge of Term Obligations Payment Date with respect to the Term B-4 Loans has occurred, and thereaftersecond, ratably, to the Second Lien Agent Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application to the Second Lien Obligations (other than any Excess Second Lien Obligations) in accordance with the Second Lien Documents until the Second Lien Obligations (other than any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Shared Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien Obligations in accordance with the terms of the First Lien Documents Shared Collateral Documents, until the Discharge of the Shared Collateral Obligations, third, to the ABL Agent on behalf of the ABL Secured Parties in accordance with the ABL Documents, until the Discharge of ABL Obligations has occurred and fourth the balance, if any, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that in the event the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Canadian Pledge Collateral and the First Lien Intercreditor Agreement. In granted in favor of each Shared Collateral Agent or the event any Excess Second Lien Obligations remain unpaid after full Shared Collateral Secured Parties in respect of such Canadian Pledge Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect to the Canadian Pledge Collateral subject to such avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the First Lien Obligations (including all Excess First Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent for application to such Excess Second Lien ABL Obligations in accordance with the terms of the Second Lien ABL Documents. Until the occurrence of the First Lien Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Lien Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien Representative, for the benefit of the First Lien Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties), in the same form as received, with any necessary endorsements, and each Second Lien Secured Party hereby authorizes each of the First Lien Representative and the First Lien Agents to make any such endorsements as agent for the Second Lien Agent (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds of Common Shared Collateral received by (including any interest earned thereon) resulting from the sale, collection or other disposition of Shared Collateral resulting from any Enforcement Action or that occurs after any Event of Default (as defined in the First Lien Secured Parties Priority Documents), whether or the Second Lien Secured Parties in connection with not pursuant to an Insolvency Proceeding, or during the pendency of any Insolvency Proceeding or an Enforcement Action, shall be distributed as follows: first to the First Lien Priority Representative for application to the First Lien Obligations (other than any Excess First Lien Obligations) in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement until the First Lien Obligations Payment Date has occurred, and thereafter, to the Second Lien Agent for application to the Second Lien Obligations (other than any Excess Second Lien Obligations) in accordance with the Second Lien Documents until the Second Lien Obligations (other than any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien Priority Obligations in accordance with the terms of the First Lien Documents and Priority Documents, until the First Lien Intercreditor Agreement. In the event any Excess Second Lien Priority Obligations remain unpaid after full payment of the First Lien Obligations (including all Excess First Lien Obligations)Payment Date has occurred and thereafter, any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent Junior Priority Representative for application to such Excess Second Lien Obligations in accordance with the terms of the Second Lien Junior Priority Documents. Until the occurrence If any Junior Priority Secured Party obtains possession of the First Lien Obligations Payment Date, Shared Collateral or realizes any Common proceeds or payment in respect of the Shared Collateral, including without limitation pursuant to any Junior Priority Security Documents or by the exercise of any rights available to such Junior Priority Secured Party under applicable law or in any Insolvency Proceeding or through any other exercise of remedies, at any time when any First Priority Obligations secured or intended to be secured by such Shared Collateral remains outstanding or any commitment to extend credit that would constitute First Priority Obligations secured or intended to be secured by such Shared Collateral remains in effect, then such Junior Priority Secured Party will hold such Shared Collateral, proceeds or payments in trust for the First Priority Representative and the holders of any First Priority Obligations and transfer such Shared Collateral, proceeds or payments, as the case may be, to the First Priority Representative. If, at any time, all or part of any payment with respect to any First Priority Obligations previously made are rescinded for any reason whatsoever, each Junior Priority Secured Party will promptly pay over to the First Priority Representative any payment received by it in respect of any such Common Shared Collateral constituting proceedsand shall promptly turn any such Shared Collateral then held by it over to the First Priority Representative, that may be received by any Second Lien Secured Party and the provisions set forth in violation of this Agreement shall be segregated reinstated as if such payment had not been made, until the payment and held satisfaction in trust and promptly paid over to the full all of such First Lien Representative, for the benefit of the First Lien Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties), in the same form as received, with any necessary endorsements, and each Second Lien Secured Party hereby authorizes each of the First Lien Representative and the First Lien Agents to make any such endorsements as agent for the Second Lien Agent (which authorization, being coupled with an interest, is irrevocable)Priority Obligations.

Application of Proceeds; Turnover Provisions. All Common Collateral and proceeds of Common Collateral (including any interest earned thereon) received by the First Lien Secured Parties or the Second Lien Secured Parties in connection with an Insolvency Proceeding or an Enforcement Action, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the respective First Lien Representative Priority Representatives for application to the respective First Lien Obligations (other than any Excess First Lien Obligations) in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement until the First Lien Obligations Payment Date has occurred, and thereafter, to the Second Lien Agent for application to the Second Lien Obligations (other than any Excess Second Lien Obligations) in accordance with the Second Lien Documents until the Second Lien Obligations (other than any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien Priority Obligations in accordance with the terms of the respective First Lien Priority Documents and (and, if then in effect, the First Lien Priority Pari Passu Intercreditor Agreement. In the event any Excess Second Lien Obligations remain unpaid after full payment of ), until the First Lien Priority Obligations Payment Date has occurred; provided that the aggregate principal amount of First Priority Obligations constituting debt for borrowed money eligible for application under this clause “first” shall not exceed the Maximum First Priority Obligations Amount (it being understood that the foregoing shall not limit the application to First Priority Obligations constituting accrued and unpaid interest (including all Excess First Lien Obligationsinterest accruing at the default rate and any Post-Petition Interest), any remaining proceeds of Common Collateral shall be delivered premiums (including tender premiums and prepayment premiums), underwriting discounts, fees, commissions and expenses (including original issue discount, upfront fees or initial yield payments), attorneys’ fees, costs, expenses and indemnities), second, to the respective Second Lien Agent Priority Representatives for application to such Excess the respective Second Lien Priority Obligations in accordance with the terms of the respective Second Lien DocumentsPriority Documents (and, if then in effect, the Second Priority Pari Passu Intercreditor Agreement); provided that the aggregate principal amount of Second Priority Obligations constituting debt for borrowed money eligible for application under this clause “second” shall not exceed the Maximum Second Priority Obligations Amount (it being understood that the foregoing shall not limit the application to Second Priority Obligations constituting accrued and unpaid interest (including interest accruing at the default rate and any Post-Petition Interest), premiums (including tender premiums and prepayment premiums), underwriting discounts, fees, commissions and expenses (including original issue discount, upfront fees or initial yield payments), attorneys’ fees, costs, expenses and indemnities), third to the respective First Priority Representatives for application to all remaining respective First Priority Obligations in accordance with the terms of the respective First Priority Documents (and, if then in effect, the First Priority Pari Passu Intercreditor Agreement), until the First Priority Obligations Payment Date has occurred and fourth, to the respective Second Priority Representatives for application to all remaining respective Second Priority Obligations in accordance with the terms of the respective Second Priority Documents (and, if then in effect, the Second Priority Pari Passu Intercreditor Agreement). Until the occurrence of the First Lien Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Lien Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Designated First Lien Priority Representative, for the benefit of the First Lien Priority Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties), in the same form as received, with any necessary endorsements, and each Second Lien Priority Secured Party hereby authorizes each of the Designated First Lien Priority Representative and the First Lien Agents to make any such endorsements as agent for the Second Lien Agent Priority Representative (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral received by (including, without limitation, any interest earned thereon) resulting from the First Lien Secured Parties sale, collection or the Second Lien Secured Parties in connection with other disposition of Common Collateral resulting from any Enforcement Action, whether or not pursuant to an Insolvency Proceeding or an Enforcement ActionProceeding, shall be distributed as follows: first to the First Lien Priority Representative for application to the First Lien Obligations (other than any Excess First Lien Obligations) in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement until the First Lien Obligations Payment Date has occurred, and thereafter, to the Second Lien Agent for application to the Second Lien Obligations (other than any Excess Second Lien Obligations) in accordance with the Second Lien Documents until the Second Lien Obligations (other than any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien Priority Obligations in accordance with the terms of the First Lien Documents and Priority Documents, until the First Lien Intercreditor Agreement. In the event any Excess Second Lien Priority Obligations remain unpaid after full payment of the First Lien Obligations (including all Excess First Lien Obligations)Payment Date has occurred and thereafter, any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent for application Priority Representative to such Excess be applied as follows: first, to amounts owing to the Second Lien Obligations Priority Representative in its capacity as collateral agent in accordance with the terms of the Second Lien Priority Security Documents; second, to amounts owing to the Trustee in its capacity as such in accordance with the terms of the Existing Second Priority Agreement and to the representatives of any other holders of Second Priority Obligations, in their capacity as such; and third, ratably to amounts owing to the Noteholders (in accordance with the terms of the Existing Second Priority Agreement) and holders of any other Second Priority Obligations. Until the occurrence of the First Lien Priority Obligations Payment Date, any Common Collateral, including including, without limitation limitation, any such Common Collateral constituting proceeds, that may be received by any Second Lien Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien Priority Representative, for the benefit of the First Lien Priority Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties), in the same form as received, with any necessary endorsements, and each Second Lien Priority Secured Party hereby authorizes each of the First Lien Priority Representative and the First Lien Agents to make any such endorsements as agent for the Second Lien Agent Priority Representative (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral received by (including any interest earned thereon) resulting from the First Lien Secured Parties sale, collection or the Second Lien Secured Parties in connection with other disposition of Common Collateral pursuant to any Enforcement Action or that occurs after any Event of Default, whether or not pursuant to an Insolvency Proceeding, or during the pendency of any Insolvency Proceeding or an Enforcement Action, shall be distributed as follows: first to the Pulitzer First Lien Priority Representative for application to the Pulitzer First Lien Obligations (other than any Excess First Lien Obligations) in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement until the First Lien Obligations Payment Date has occurred, and thereafter, to the Second Lien Agent for application to the Second Lien Obligations (other than any Excess Second Lien Obligations) in accordance with the Second Lien Documents until the Second Lien Obligations (other than any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien Priority Obligations in accordance with the terms of the First Lien Documents Pulitzer Pari Passu Intercreditor Agreement and the Pulitzer First Lien Intercreditor Agreement. In Priority Documents until the event any Excess Second Lien Obligations remain unpaid after full payment Discharge of the Pulitzer First Lien Priority Obligations (including all Excess First Lien Obligations)has occurred and thereafter, any remaining proceeds of Common Collateral shall be delivered to the Pulitzer Second Lien Agent Priority Representative for application to such Excess Second Lien Obligations in accordance with the terms of the Pulitzer Second Lien DocumentsPriority Documents and thereafter, after payment in full of all the Pulitzer First Priority Obligations and Pulitzer Second Priority Obligations, to the Borrower and the other Grantors or their successors and assigns, as their interest may appear, or as a court of competent jurisdiction may direct. Until the occurrence Discharge of the Pulitzer First Lien Priority Obligations Payment Datehas occurred, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Pulitzer Second Lien Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Pulitzer First Lien Priority Representative, for the benefit of the Pulitzer First Lien Priority Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties), in the same form as received, with any necessary endorsements, and each Pulitzer Second Lien Priority Secured Party hereby authorizes each of the Pulitzer First Lien Priority Representative and the First Lien Agents to make any such endorsements as agent for the Pulitzer Second Lien Agent Priority Representative (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. (a) All proceeds of Common Collateral received by (including without limitation any interest earned thereon) resulting from the First Lien Secured Parties sale, collection or the Second Lien Secured Parties other disposition of Collateral in connection with or resulting from any Enforcement Action with respect to the Collateral, and whether or not pursuant to an Insolvency Proceeding or an Enforcement ActionProceeding, shall be distributed as follows: : (i) first to the relevant First Lien Agent or Second Lien Trustee for the payment of costs and expenses of such Creditors in connection with such Enforcement Actions, (ii) second to the First Lien Representative Agent in an amount not to exceed the First Lien Cap for application to the First Lien Obligations (other than any Excess First Lien Obligations) in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement until the First Lien Obligations Payment Date has occurred, and thereafter, to the Second Lien Agent for application to the Second Lien Obligations (other than any Excess Second Lien Obligations) in accordance with the Second Lien Documents until the Second Lien Obligations (other than any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien Obligations in accordance with the terms of the First Lien Documents and permanently reduce the First commitments, (iii) third to the Second Lien Intercreditor Agreement. In Trustee in an amount not to exceed the event any Excess Second Lien Cap for application to the Second Lien Obligations remain unpaid after full payment in accordance with the terms of the First Second Lien Obligations Documents and permanently reduce the commitments, (including all Excess First Lien Obligations), any remaining proceeds of Common Collateral shall be delivered iv) fourth to the Second First Lien Agent for application to such Excess the First Lien Obligations in accordance with the terms of the First Lien Documents, until the First Lien Discharge Date has occurred and permanently reduce the commitments, (v) fifth to the Second Lien Trustee for application to the Second Lien Obligations in accordance with the terms of the Second Lien Documents. , until the Second Lien Obligations have been indefeasibly paid in full, (vi) thereafter, after the First Lien Discharge Date and the date that all Second Lien Obligations have been satisfied and paid in full in cash, to the Loan Parties or to whomever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (b) Until the occurrence of the First Lien Obligations Payment Discharge Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Lien Secured Party Creditor in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien RepresentativeAgent, for the benefit of the First Lien Secured Parties, Creditors for application pursuant to this Section 5.1 in accordance with clause (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties)a) above, in the same form as received, with any necessary endorsements, and each Second Lien Secured Party Creditor hereby authorizes each of the First Lien Representative and the First Lien Agents Agent to make any such endorsements as agent for the Second Lien Agent Trustee (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. (a) All proceeds of Common the ABL Collateral received by the First Lien Secured Parties (including any interest earned thereon) resulting from any Enforcement Action, and whether or the Second Lien Secured Parties in connection with not pursuant to an Insolvency Proceeding or an Enforcement ActionProceeding, shall be distributed as follows: first first, to the ABL Agent to be applied in accordance with Section 14 of the ABL Security Agreement until the ABL Secured Obligations are paid in full; second, to the First Lien Representative for application Term Loan Agent to the First Lien Obligations (other than any Excess First Lien Obligations) be applied in accordance with the terms Section 14 of the First Lien Documents and the First Lien Intercreditor Term Loan Security Agreement until the First Lien Term Loan Facility Secured Obligations Payment Date has occurred, and thereafterare paid in full; third, to the Second Lien Term Loan Agent for application to be applied in accordance with Section 14 of the Second Lien Term Loan Security Agreement until the Second Lien Term Loan Facility Secured Obligations are paid in full; and finally, to the relevant Lien Grantor, or as a court of competent jurisdiction may direct. (b) All proceeds of the US Term Collateral (including any interest earned thereon) resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, to the First Lien Term Loan Agent to be applied in accordance with Section 14 of the First Lien Term Loan Security Agreement until the First Lien Term Loan Facility Secured Obligations of the applicable Loan Parties are paid in full; second, to the Second Lien Obligations (other than any Excess Second Lien Obligations) Term Loan Agent to be applied in accordance with Section 14 of the Second Lien Documents Term Loan Security Agreement until the Second Lien Term Loan Facility Secured Obligations (other than any Excess Second Lien Obligations) of the applicable Loan Parties are paid in full; third, to the ABL Agent to be applied in accordance with Section 14 of the ABL Security Agreement until the ABL Secured Obligations are paid in full; and finally, to the relevant Lien Grantor, or as a court of competent jurisdiction may direct. (1) All proceeds of the European Collateral and the Dutch Collateral (including any interest earned thereon) resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of costs and expenses incurred by the Second Lien Obligations (First Priority Representative with respect to the European Collateral and Dutch Collateral or the European Collateral Agent or any other than any Excess Second Lien Obligations)First Priority Secured Party in connection with the realization or enforcement of the European Collateral and/or the Dutch Collateral, any remaining proceeds of Common Collateral shall be delivered until such costs and expenses are paid in full; second, to the First Lien Priority Representative for application with respect to the European Collateral and Dutch Collateral, to be applied against the First Priority Obligations with respect to the European Collateral and the Dutch Collateral, until such Excess First Lien Priority Obligations are paid in full; third, to the European Collateral Agent to be applied against the Second Priority Obligations with respect to the European Collateral and the Dutch Collateral, until such Second Priority Obligations are paid in full; in the case of proceeds of the Dutch Collateral only, fourth, to the ABL Agent to be applied in accordance with the terms Section 14 of the First ABL Security Agreement until the ABL Secured Obligations are paid in full; and finally, to the relevant Lien Documents and the First Lien Intercreditor Agreement. In the event any Excess Second Lien Obligations remain unpaid after full payment Grantor or payer, or as a court of the First Lien Obligations competent jurisdiction may direct. (including all Excess First Lien Obligations), any remaining proceeds c) With respect to each Type of Common Collateral shall be delivered to the Second Lien Agent for application to such Excess Second Lien Obligations in accordance with the terms of the Second Lien Documents. Until Collateral, until the occurrence of the First Lien Priority Obligations Payment Date, no Second Priority Secured Party or Third Priority Secured Party may accept any such Common Collateral, including without limitation any such Common Collateral constituting proceeds, that in satisfaction, in whole or in part, of the Second Priority Secured Obligations or Third Priority Secured Obligations, as the case may be received by any Second Lien Secured Party be, in violation of this Agreement Sections 4.1(a), 4.1(b) or 4.1(b1). Any Common Collateral received by a Second Priority Secured Party or Third Priority Secured Party that is not permitted to be received pursuant to the preceding sentence shall be segregated and held in trust and promptly paid turned over to the First Lien RepresentativePriority Representative to be applied in accordance with Section 4.1(a), for 4.1(b) or 4.1(b1), as the benefit of the First Lien Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties)case may be, in the same form as received, with any necessary endorsements, and each Second Lien Priority Secured Party and each Third Priority Secured Party hereby authorizes each of the First Lien Priority Representative and the First Lien Agents to make any such endorsements as agent for the Second Lien Agent Priority Representative and the Third Priority Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such Common Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations or the Third Priority Obligations, as the case may be, purported to be satisfied by the payment of such Common Collateral shall be immediately reinstated in full as though such payment had never occurred. (d) With respect to each Type of Common Collateral, after the First Priority Obligations Payment Date and prior to the Second Priority Obligations Payment Date, no Third Priority Secured Party may accept any such Common Collateral, including any such Common Collateral constituting proceeds, in satisfaction, in whole or in part, of the Third Priority Secured Obligations in violation of Sections 4.1(a), 4.1(b) or 4.1(b1). Any Common Collateral received by a Third Priority Secured Party that is not permitted to be received pursuant to the preceding sentence shall be segregated and held in trust and promptly turned over to the Second Priority Representative to be applied in accordance with Section 4.1(a), 4.1(b) or 4.1(b1), as the case may be, in the same form as received, with any necessary endorsements, and each Third Priority Secured Party hereby authorizes the Second Priority Representative to make any such endorsements as agent for the Third Priority Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such Common Collateral as contemplated by the immediately preceding sentence, the Third Priority Obligations purported to be satisfied by the payment of such Common Collateral shall be immediately reinstated in full as though such payment had never occurred.

Application of Proceeds; Turnover Provisions. All Upon the occurrence and during the continuance of a Triggering Event and following any Enforcement Action, all proceeds of Common Collateral received by (including without limitation any interest earned thereon but net of any taxes, assessments or prior Liens) resulting from the First Lien Secured Parties sale, collection or the Second Lien Secured Parties other disposition of Collateral in connection with an Insolvency Proceeding or an resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be promptly distributed as follows: first by the Collateral Agent in the following order of priority: (a) first, with respect to the First Lien Representative Obligations, to the First Lien Agent for application to the First Lien Obligations (other than any Excess First Lien Obligations) in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement , until the First Lien Obligations Payment Date has occurred, in the following order of priority: (1) FIRST: to the payment of enforcement expenses incurred by the Collateral Agent; (2) SECOND: to the ratable payment of all fees, expenses and thereafterindemnities for which the First Lien Agent, First Lien Lenders or an Approved Hedge Counterparty have not been paid or reimbursed in accordance with the First Lien Documents (as used in this subsection, a “ratable payment” for any First Lien Lender, the First Lien Agent or an Approved Hedge Counterparty shall be, on any date of determination, that proportion which the portion of the total fees, expenses and indemnities owed to such First Lien Lender, the First Lien Agent or an Approved Hedge Counterparty bears to the total aggregate fees, expenses and indemnities owed to all First Lien Lenders, the First Lien Agent and all Approved Hedge Counterparties on such date of determination); (3) THIRD: to the ratable payment of accrued and unpaid letter of credit fees, the outstanding amount of unreimbursed drawings under letters of credit, accrued and unpaid interest on, and principal of, the outstanding amount of loans and the outstanding amount of obligations under Lender Hedging Agreements; provided, however, Approved Hedge Counterparty Obligations are netted against any Exempt LC that may be issued to an Approved Hedge Counterparty to remedy an Additional Termination Event as described in Section 4.06 (it being understood that for purposes of this clause (3) the “outstanding amount of obligations under Lender Hedging Agreements” refers to payments owing in connection with an Early Termination Date as defined in the 2002 Master Agreement form promulgated by the ISDA (or equivalent type payment obligation if some other form of Swap Contract is in effect)(as used in this subsection, “ratable payment” means for any First Lien Lender (or First Lien Lender Affiliate, in the case of Lender Hedging Agreements or an Approved Hedge Counterparty, in the case of an Approved Hedge Counterparty Swap Contract), on any date of determination, that proportion which the outstanding amount of accrued and unpaid letter of credit fees, unreimbursed drawings under letters of credit, accrued and unpaid interest on, and principal of, the outstanding amount of loans and the outstanding amount of obligations under Lender Hedging Agreements owed to such First Lien Lender (or First Lien Lender Affiliate, in the case of Lender Hedging Agreements or Approved Hedge Counterparty, in the case of an Approved Hedge Counterparty Swap Contract) bears to the outstanding amount of accrued and unpaid letter of credit fees, unreimbursed drawings under letters of credit, accrued and unpaid interest on, and principal of, the outstanding amount of loans and the outstanding amount of obligations under Lender Hedging Agreements owed to all First Lien Lenders)(and First Lien Lender Affiliates, in the case of Lender Hedging Agreements or Approved Hedge Counterparties, in the case of an Approved Hedge Counterparty Swap Contract); (4) FOURTH: to cash collateralize the letters of credit; and (5) FIFTH: to the payment of the remaining First Lien Obligations, if any, in the order and manner the Required First Lien Secured Parties deem appropriate; and (b) after the First Lien Obligations Payment Date has occurred and the First Lien Obligations have been repaid in full, to the Second Lien Agent for application to the Second Lien Obligations (other than any Excess Second Lien Obligations) in accordance with the Second Lien Documents until the Second Lien Obligations (other than any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien Obligations in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement. In the event any Excess Second Lien Obligations remain unpaid after full payment of the First Lien Obligations (including all Excess First Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent for application to such Excess Second Lien Obligations in accordance with the terms of the Second Lien Documents. Until the occurrence of the First Lien Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Lien Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien Representative, for the benefit of the First Lien Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties), in the same form as received, with any necessary endorsements, and each Second Lien Secured Party hereby authorizes each of the First Lien Representative and the First Lien Agents to make any such endorsements as agent for the Second Lien Agent (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds (a) Subject to the further provisions of this Section 4.01, Proceeds of Common Collateral received will be used to pay the Lender Obligations and the Note Obligations in the following order of priority: (i) To pay the fees and expenses of such sale or disposition, including reasonable compensation to agents of and counsel for the Collateral Agent, and all reasonable fees, expenses, liabilities and advances incurred or made by the First Lien Secured Parties or the Second Lien Secured Parties Collateral Agent in connection with the Loan Documents (as defined in the Credit Agreement), and any other amounts then due and payable to the Collateral Agent pursuant to Section 21 of the Lender Security Agreement or Section 10.06 of the Credit Agreement, (as each of said Sections, and related definitions, is in effect on the date hereof), until payment in full of such fees, expenses, liabilities, advances and other amounts shall have been made; (ii) To pay ratably any Lender Obligations constituting unreimbursed amounts, interest and fees due to the Lenders in respect of Letters of Credit outstanding under the Credit Agreement until payment in full of such unreimbursed amounts, interest and fees shall have been made; (iii) To Cash Collateralize ratably any Lender Obligations in respect of undrawn Letters of Credit outstanding under the Credit Agreement, until all such Lender Obligations then outstanding shall have been fully Cash Collateralized; (iv) To pay any Lender Obligations in respect of principal, interest or fees due under any revolving credit facility included in any new Credit Agreement until payment in full of such principal, interest or fees shall have been made; (v) To pay ratably any other Lender Obligations until payment in full of such Lender Obligations shall have been made; (vi) To pay all reasonable expenses, liabilities and advances incurred or made by the Trustee in connection with the Collateral Documents (as defined in the New Indenture), and any other amounts then due and payable to the Trustee pursuant to Section 7.07 of the New Indenture and, following payment of such amounts to the Trustee, to pay any principal, interest or fees due to the Noteholders and any Qualified Term Loans under and as defined in the New Indenture, until payment in full of such principal, interest or fees shall have been made; and (vii) Any remaining amounts shall be remitted to the Company or the applicable obligor. (b) To the extent that the court in an Insolvency Proceeding or an Enforcement Action, shall be distributed as follows: first authorizes current payments by any Obligor Party of either the fees and expenses of advisors to the First Lien Representative for application Collateral Agent or the Trustee or of Post-Petition Interest in respect of the Lender Obligations or the Note Obligations, such payments may be made to and retained by the First Lien Obligations (other than any Excess First Lien Obligations) Lender Parties and the Note Parties, respectively, and shall not be required to be applied in accordance with the terms order of priorities reflected in Section 4.01(a). For avoidance of doubt, however, the priorities as between the Lender Obligations and the Note Obligations established under Section 4.01(a) and the other provisions of this Agreement shall be taken into account in determining the entitlement of either the Lender Parties or the Note Parties to obtain such current payments. (c) To the extent any Adequate Protection Payment payable to the Note Parties results in a reduction of the First Lien Documents and Note Obligations, the First Lien Intercreditor Agreement Note Parties shall, upon the turnover of such payment to the Lender Parties as provided above, be subrogated to the rights of the Lender Parties in respect of the Lender Obligations so paid from the proceeds of such Adequate Protection Payment; provided that no such right of subrogation shall be enforced until the First Lien Obligations Lender Obligation Payment Date has occurred, and thereafter, (assuming for these purposes that Lender Obligations to which the Second Lien Agent for application to the Second Lien Obligations Note Parties are subrogated do not constitute "Lender Obligations"). (other than any Excess Second Lien Obligationsd) in accordance with the Second Lien Documents until the Second Lien Obligations (other than any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien Obligations in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement. In the event any Excess Second Lien Obligations remain unpaid after full payment of the First Lien Obligations (including all Excess First Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent for application to such Excess Second Lien Obligations in accordance with the terms of the Second Lien Documents. Until the occurrence of the First Lien Lender Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceedsProceeds, that may be received by any Second Lien Secured Note Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien RepresentativeCollateral Agent, for the benefit of the First Lien Secured Lender Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties), in the same form as received, with any necessary endorsements, and each Second Lien Secured Note Party hereby authorizes each of the First Lien Representative and the First Lien Agents Collateral Agent to make any such endorsements as agent for the Second Lien Agent Trustee (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds (a) Subject to the further provisions of this Section 4.01, Proceeds of Common Collateral received will be used to pay the Lender Obligations and the Note Obligations in the following order of priority: (i) To pay the fees and expenses of such sale or disposition, including reasonable compensation to agents of and counsel for the Collateral Agent, and all reasonable fees, expenses, liabilities and advances incurred or made by the First Lien Secured Parties or the Second Lien Secured Parties Collateral Agent in connection with an Insolvency Proceeding or an Enforcement Actionthe Loan Documents (as defined in the Loan Agreement), shall be distributed as follows: first and any other amounts then due and payable to the First Lien Representative for application Collateral Agent pursuant to Section 21 of the First Lien Lender Security Agreement or Section 16.7 of the Loan Agreement, (as each of said Sections, and related definitions, is in effect on the date hereof), until payment in full of such fees, expenses, liabilities, advances and other amounts shall have been made; (ii) To pay (or cash collateralize (if applicable)) any Lender Obligations (other than any Excess First Lien Obligations) in the order , and in accordance with the terms provisions, set forth in the Loan Agreement until payment in full of such Lender Obligations shall have been made; (iii) To pay all reasonable expenses, liabilities and advances incurred or made by the Trustee in connection with the Collateral Documents (as defined in the New Indenture), and any other amounts then due and payable to the Trustee pursuant to Section 7.07 of the First Lien Documents New Indenture and, following payment of such amounts to the Trustee, to pay any principal, interest or fees due to the Noteholders and any Qualified Term Loans under and as defined in the New Indenture, until payment in full of such principal, interest or fees shall have been made; and (iv) Any remaining amounts shall be remitted to the Company or the applicable obligor. (b) To the extent that the court in an Insolvency Proceeding authorizes current payments by any Obligor Party of either the fees and expenses of advisors to the Collateral Agent or the Trustee or of Post-Petition Interest in respect of the Lender Obligations or the Note Obligations, such payments may be made to and retained by the Lender Parties and the First Lien Intercreditor Agreement until the First Lien Obligations Payment Date has occurredNote Parties, respectively, and thereafter, shall not be required to the Second Lien Agent for application to the Second Lien Obligations (other than any Excess Second Lien Obligations) be applied in accordance with the Second Lien Documents order of priorities reflected in Section 4.01(a). For avoidance of doubt, however, the priorities as between the Lender Obligations and the Note Obligations established under Section 4.01(a) and the other provisions of this Agreement shall be taken into account in determining the entitlement of either the Lender Parties or the Note Parties to obtain such current payments. (c) To the extent any Adequate Protection Payment payable to the Note Parties results in a reduction of the Note Obligations, the Note Parties shall, upon the turnover of such payment to the Lender Parties as provided above, be subrogated to the rights of the Lender Parties in respect of the Lender Obligations so paid from the proceeds of such Adequate Protection Payment; provided that no such right of subrogation shall be enforced until the Second Lien Lender Obligation Payment Date (assuming for these purposes that Lender Obligations to which the Note Parties are subrogated do not constitute “Lender Obligations”). (other than any Excess Second Lien Obligationsd) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien Obligations in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement. In the event any Excess Second Lien Obligations remain unpaid after full payment of the First Lien Obligations (including all Excess First Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent for application to such Excess Second Lien Obligations in accordance with the terms of the Second Lien Documents. Until the occurrence of the First Lien Lender Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceedsProceeds, that may be received by any Second Lien Secured Note Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien RepresentativeCollateral Agent, for the benefit of the First Lien Secured Lender Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties), in the same form as received, with any necessary endorsements, and each Second Lien Secured Note Party hereby authorizes each of the First Lien Representative and the First Lien Agents Collateral Agent to make any such endorsements as agent for the Second Lien Agent Trustee (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All Upon the occurrence and during the continuance of a Triggering Event and following any Enforcement Action, all proceeds of Common Collateral received by (including without limitation any interest earned thereon but net of any taxes, assessments or prior Liens) resulting from the First Lien Secured Parties sale, collection or the Second Lien Secured Parties other disposition of Collateral in connection with an Insolvency Proceeding or an resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be promptly distributed as follows: first by the Collateral Agent in the following order of priority: (a) first, with respect to the First Lien Representative Obligations, to the First Lien Agent for application to the First Lien Obligations (other than any Excess First Lien Obligations) in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement , until the First Lien Obligations Payment Date has occurred, and thereafter, in the following order of priority: (1) FIRST: to the Second Lien Agent for application payment of enforcement expenses incurred by the Collateral Agent; (2) SECOND: to the Second ratable payment of all fees, expenses and indemnities for which the First Lien Obligations (other than any Excess Second Agent, First Lien Obligations) Lenders or Approved Hedge Counterparty have not been paid or reimbursed in accordance with the Second First Lien Documents until the Second Lien Obligations (other than as used in this subsection, a “ratable payment” for any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations)Lender, any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application Agent or the Approved Hedge Counterparty shall be, on any date of determination, that proportion which the portion of the total fees, expenses and indemnities owed to such Excess First Lien Obligations in accordance with the terms of Lender, the First Lien Documents Agent or the Approved Hedge Counterparty bears to the total aggregate fees, expenses and indemnities owed to all First Lien Lenders, the First Lien Intercreditor Agreement. In the event any Excess Second Lien Obligations remain unpaid after full payment of the First Lien Obligations (including all Excess First Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent for application to such Excess Second Lien Obligations in accordance with the terms of the Second Lien Documents. Until the occurrence of the First Lien Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Lien Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien Representative, for the benefit of the First Lien Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties), in the same form as received, with any necessary endorsements, and each Second Lien Secured Party hereby authorizes each of the First Lien Representative and the First Lien Agents to make any Approved Hedge Counterparty on such endorsements as agent for the Second Lien Agent (which authorization, being coupled with an interest, is irrevocabledate of determination).;

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral received resulting from the sale, collection or other disposition of Collateral in connection with or resulting from any Enforcement Action, and whether or not pursuant to a Insolvency Proceeding, shall be distributed in the following order of priority: (i) to pay the fees and expenses of such sale, collection or disposition, including reasonable compensation and expenses to agents of and counsel for the Collateral Agent, and all reasonable fees, expenses, liabilities and advances incurred or made by the Collateral Agent in connection with this Agreement or the Collateral Documents, and any other amounts then due and payable to the Collateral Agent pursuant to Section 2.03, until payment in full of such fees, expenses, liabilities, advances and other amounts shall have been made; (ii) to pay ratably all reasonable fees, expenses, liabilities and advances incurred or made by the First Lien Secured Parties or the Second Lien Secured Parties Representatives in connection with an Insolvency Proceeding this Agreement or an Enforcement Actionthe Collateral Documents, until payment in full of such fees, expenses, liabilities, advances and other amounts shall be distributed as follows: first have been made; (iii) to the First Lien Representative for application to the pay ratably any other First Lien Obligations then due and payable (other than such payment, in the case of any Excess First Lien Obligations) in accordance with the terms letters of the First Lien Documents and the First Lien Intercreditor Agreement until the First Lien Obligations Payment Date has occurred, and thereaftercredit issued under a Credit Agreement, to the Second Lien Agent for application be applied to the Second Lien Obligations (other than any Excess Second Lien Obligations) in accordance with the Second Lien Documents until the Second Lien Obligations (other than any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment posting of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative cash collateral for application to such Excess First Lien Obligations in accordance with respect of such letters of credit whether or not the terms respective letter of credit shall have been drawn) as certified to the Collateral Agent by the Company pursuant to an Officers’ Certificate until payment in full of all such First Lien Documents Obligations shall have been made; (iv) to pay ratably all reasonable fees, expenses, liabilities and advances incurred or made by the First Second Lien Intercreditor Agreement. In Representatives in connection with this Agreement or the event Collateral Documents, as certified to the Collateral Agent by the Company pursuant to an Officers’ Certificate until payment in full of such fees, expenses, liabilities, advances and other amounts shall have been made; (v) to pay ratably any Excess Second Lien Obligations remain unpaid after full payment then due and payable (such payment, in the case of the First Lien Obligations (including all Excess First Lien Obligations)any letters of credit issued under a Credit Agreement, any remaining proceeds of Common Collateral shall to be delivered applied to the Second Lien Agent posting of cash collateral for application to such Excess Second Lien Obligations in accordance with respect of such letters of credit whether or not the terms respective letter of credit shall have been drawn), as certified to the Collateral Agent by the Company pursuant to an Officers’ Certificate until payment in full of such Second Lien DocumentsObligations shall have been made; and (vi) any remaining amounts shall be remitted to the applicable Loan Party. Until the occurrence of During the First Lien Obligations Payment DateObligation Period, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Lien Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien Representative, for the benefit of the First Lien Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties), Collateral Agent in the same form as received, with any necessary endorsements, for application to the Secured Obligations in accordance with the foregoing provisions of this Section, and each Second Lien Secured Party hereby authorizes each of the First Lien Representative and the First Lien Agents Collateral Agent to make any such endorsements as agent for the Second Lien Agent Secured Party receiving such proceeds (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. (i) All proceeds of Common ABL Priority Collateral received by (including without limitation any interest earned thereon) resulting from the First Lien Secured Parties sale, collection or the Second Lien Secured Parties other disposition of ABL Priority Collateral in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding or an Enforcement ActionProceeding, shall be distributed as follows: first to the First Lien Representative ABL Agent for application to the First Lien Obligations (other than any Excess First Lien Obligations) ABL Priority Claims in accordance with the terms of the First Lien ABL Documents and the First Lien Intercreditor Agreement until the First Lien ABL Priority Claims Payment Date has occurred, second, to the Term Agent for application to the Term Obligations in accordance with the Term Documents until the Term Obligations Payment Date has occurred, third, to the ABL Agent for application to the ABL Other Claims in accordance with the terms of the ABL Documents until the ABL Obligations Payment Date has occurred, and thereafter, to the Second Lien Agent for application Loan Parties or to whosoever may be lawfully entitled to receive the Second Lien Obligations (other than any Excess Second Lien Obligations) in accordance with the Second Lien Documents until the Second Lien Obligations (other than any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment same or as a court of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien Obligations in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement. In the event any Excess Second Lien Obligations remain unpaid after full payment of the First Lien Obligations (including all Excess First Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent for application to such Excess Second Lien Obligations in accordance with the terms of the Second Lien Documentscompetent jurisdiction may direct. Until the occurrence of the First Lien Obligations ABL Priority Claims Payment Date, any Common ABL Priority Collateral, including without limitation any such Common ABL Priority Collateral constituting proceedsProceeds of ABL Priority Collateral as contemplated by clause (xii) of the definition thereof, that may be received by any Second Lien Term Secured Party in violation of this Agreement shall be segregated and held in trust and promptly (and in any event no later than the next business day) paid over to the First Lien RepresentativeABL Agent, for the benefit of the First Lien ABL Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties), in the same form as received, with any necessary endorsements, and each Second Lien Term Secured Party hereby authorizes each of the First Lien Representative and the First Lien Agents ABL Agent to make any such endorsements as agent for the Second Lien Term Agent (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL Priority Collateral (to the extent such ABL Priority Collateral constitutes Common Collateral received by the First Lien Secured Parties Collateral) (including any interest earned thereon) resulting from any Enforcement Action, and whether or the Second Lien Secured Parties in connection with not pursuant to an Insolvency Proceeding or an Enforcement ActionProceeding, shall be distributed as follows: first first, to the First Lien Representative for application ABL Agent to be applied in accordance with Section 14 of the First Lien Obligations ABL Security Agreement (other than any Excess First Lien Obligations) or, if an Additional ABL Agreement is in effect, in accordance with the terms applicable sections of the First Lien Documents and then-extant ABL Credit Agreement Loan Documents) until the First Lien ABL Secured Obligations are paid in full; second, to the Authorized Term Collateral Agent to be applied in accordance with Section 2.01 of the Term Intercreditor Agreement until the First Lien Term Secured Obligations Payment Date has occurred, are paid in full; and thereafterfinally, to the Second Lien Agent for application relevant Loan Party, or as a court of competent jurisdiction may direct. (b) All proceeds of the Term Priority Collateral (to the Second Lien extent such Term Loan Priority Collateral constitutes Common Collateral) (including any interest earned thereon) resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, to the Authorized Term Collateral Agent to be applied in accordance with Section 2.01 of the Term Intercreditor Agreement until the Term Secured Obligations are paid in full; second, to the ABL Agent to be applied in accordance with Section 17 of the ABL Security Agreement (other than any Excess Second Lien Obligations) or, if an Additional ABL Agreement is in effect, in accordance with the Second Lien Documents applicable sections of the then-extant ABL Credit Agreement Loan Documents) until the Second Lien ABL Secured Obligations (other than any Excess Second Lien Obligations) are paid in full; and finally, in cash. In to the event any Excess First Lien Obligations remain unpaid after full payment relevant Loan Party, or as a court of the Second Lien Obligations competent jurisdiction may direct. (other than any Excess Second Lien Obligations), any remaining proceeds c) With respect to each Type of Common Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien Obligations in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement. In the event any Excess Second Lien Obligations remain unpaid after full payment of the First Lien Obligations (including all Excess First Lien Obligations)Collateral, any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent for application to such Excess Second Lien Obligations in accordance with the terms of the Second Lien Documents. Until until the occurrence of the First Lien Priority Obligations Payment Date, no Second Priority Secured Party may accept any such Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any in satisfaction, in whole or in part, of the Second Lien Priority Secured Party Obligations in violation of this Agreement Sections 4.1(a) or 4.1(b). Any Common Collateral received by a Second Priority Secured Party that is not permitted to be received pursuant to the preceding sentence shall be segregated and held in trust and promptly paid turned over to the First Lien RepresentativePriority Representative with respect to such Common Collateral to be applied in accordance with Section 4.1(a) or 4.1(b), for as the benefit of the First Lien Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties)case may be, in the same form as received, with any necessary endorsements, and each Second Lien Priority Secured Party hereby authorizes each of the First Lien Priority Representative and the First Lien Agents to make any such endorsements as agent for the Second Lien Agent Priority Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such Common Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations purported to be satisfied by the payment of such Common Collateral shall be immediately reinstated in full as though such payment had never occurred.

Application of Proceeds; Turnover Provisions. All The Second Lien Representative, on behalf of itself and the other Second Lien Secured Parties, agrees that it will not take or receive any Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including set-off or recoupment) with respect to any Collateral, and that any Collateral or proceeds taken or received by it for any reason will be paid over to the First Lien Secured Parties or Representative, unless and until all First Lien Obligations have been Paid in Full. Without limiting the generality of the foregoing, until all First Lien Obligations have been Paid in Full, the sole right of the Second Lien Representative and the other Second Lien Secured Parties with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after all First Lien Obligations have been Paid in Full in accordance with the terms of the Second Lien Collateral Documents and applicable law. All proceeds of Collateral (including without limitation any interest earned thereon, including any Post-Petition Interest) resulting from the sale, collection or other disposition of Collateral in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding or an Enforcement ActionProceeding, shall be distributed as follows: first to the First Lien Representative for application to the First Lien Obligations (other than any Excess First Lien Obligations) in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement Loan Documents, until the First Lien Obligations Payment Date has occurred, have been Paid in Full and thereafter, to the Second Lien Agent Representative for application to the Second Lien Obligations (other than any Excess Second Lien Obligations) in accordance with the Second Lien Documents until Loan Documents. Until the Second Lien Obligations (other than any Excess Second Lien Obligations) are paid Payment in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien Obligations in accordance with the terms Full of the First Lien Documents and the First Lien Intercreditor Agreement. In the event any Excess Second Lien Obligations remain unpaid after full payment of the First Lien Obligations (including all Excess First Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent for application to such Excess Second Lien Obligations in accordance with the terms of the Second Lien Documents. Until the occurrence of the First Lien Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Lien Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien Representative, for the benefit of the First Lien Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties), in the same form as received, with any necessary endorsements, and each Second Lien Secured Party hereby authorizes each of the First Lien Representative and the First Lien Agents to make any such endorsements as agent for the Second Lien Agent Secured Parties (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds (a) Subject to the further provisions of this Section 4.01, Proceeds of Common Collateral received will be used to pay the Lender Obligations and the Note Obligations in the following order of priority: (i) To pay the fees and expenses of such sale or disposition, including reasonable compensation to agents of and counsel for the Collateral Agent, and all reasonable fees, expenses, liabilities and advances incurred or made by the First Lien Secured Parties or the Second Lien Secured Parties Collateral Agent in connection with the Loan Documents, and any other amounts then due and payable to the Collateral Agent pursuant to Section 21 of the Lender Security Agreement or Section 10.06 of the Credit Agreement, (as each of said Sections, and related definitions, is in effect on the date hereof), until payment in full of such fees, expenses, liabilities, advances and other amounts shall have been made; (ii) To pay ratably any Lender Obligations constituting unreimbursed amounts, interest and fees due to the Lenders in respect of Letters of Credit outstanding under the Credit Agreement until payment in full of such unreimbursed amounts, interest and fees shall have been made; (iii) To Cash Collateralize ratably any Lender Obligations in respect of undrawn Letters of Credit outstanding under the Credit Agreement, until all such Lender Obligations then outstanding shall have been fully Cash Collateralized; (iv) To pay any Lender Obligations in respect of principal, interest or fees due under any revolving credit facility included in any new Credit Agreement until payment in full of such principal, interest or fees shall have been made; (v) To pay ratably any other Lender Obligations until payment in full of such Lender Obligations shall have been made; (vi) To pay any principal, interest or fees due to the Noteholders and any Qualified Term Loans under and as defined in the New Indenture, until payment in full of such principal, interest or fees shall have been made; and (vii) Any remaining amounts shall be remitted to the Company or the applicable obligor. (b) To the extent that the court in an Insolvency Proceeding or an Enforcement Action, shall be distributed as follows: first authorizes current payments by any Obligor Party of either the fees and expenses of advisors to the First Lien Representative for application Collateral Agent or the Trustee or of Post-Petition Interest in respect of the Lender Obligations or the Note Obligations, such payments may be made to and retained by the First Lien Obligations (other than any Excess First Lien Obligations) Lender Parties and the Note Parties, respectively, and shall not be required to be applied in accordance with the terms order of priorities reflected in Section 4.01(a). For avoidance of doubt, however, the priorities as between the Lender Obligations and the Note Obligations established under Section 4.01(a) and the other provisions of this Agreement shall be taken into account in determining the entitlement of either the Lender Parties or the Note Parties to obtain such current payments. (c) To the extent any Adequate Protection Payment payable to the Note Parties results in a reduction of the First Lien Documents and Note Obligations, the First Lien Intercreditor Agreement Note Parties shall, upon the turnover of such payment to the Lender Parties as provided above, be subrogated to the rights of the Lender Parties in respect of the Lender Obligations so paid from the proceeds of such Adequate Protection Payment; provided that no such right of subrogation shall be enforced until the First Lien Obligations Lender Obligation Payment Date has occurred, and thereafter, (assuming for these purposes that Lender Obligations to which the Second Lien Agent for application to the Second Lien Obligations Note Parties are subrogated do not constitute “Lender Obligations”). (other than any Excess Second Lien Obligationsd) in accordance with the Second Lien Documents until the Second Lien Obligations (other than any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien Obligations in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement. In the event any Excess Second Lien Obligations remain unpaid after full payment of the First Lien Obligations (including all Excess First Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent for application to such Excess Second Lien Obligations in accordance with the terms of the Second Lien Documents. Until the occurrence of the First Lien Lender Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceedsProceeds, that may be received by any Second Lien Secured Note Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien RepresentativeCollateral Agent, for the benefit of the First Lien Secured Lender Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties), in the same form as received, with any necessary endorsements, and each Second Lien Secured Note Party hereby authorizes each of the First Lien Representative and the First Lien Agents Collateral Agent to make any such endorsements as agent for the Second Lien Agent Trustee (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All Upon the occurrence and during the continuance of a Triggering Event and following any Enforcement Action, all proceeds of Common Collateral received by (including without limitation any interest earned thereon but net of any taxes, assessments or prior Liens) resulting from the First Lien Secured Parties sale, collection or the Second Lien Secured Parties other disposition of Collateral in connection with an Insolvency Proceeding or an resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be promptly distributed as follows: first by the Collateral Agent in the following order of priority: (a) first, with respect to the First Lien Representative Obligations, to the First Lien Agent for application to the First Lien Obligations (other than any Excess First Lien Obligations) in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement , until the First Lien Obligations Payment Date has occurred, and thereafter, in the following order of priority: (1) FIRST: to the Second payment of enforcement expenses incurred by the Collateral Agent; (2) SECOND: to the ratable payment of all fees, expenses and indemnities for which the First Lien Agent for application to the Second or First Lien Obligations (other than any Excess Second Lien Obligations) Lenders have not been paid or reimbursed in accordance with the Second First Lien Documents until the Second Lien Obligations (other than as used in this subsection, a “ratable payment” for any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to Lender or the First Lien Representative for application Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses and indemnities owed to such Excess First Lien Obligations in accordance with the terms of Lender or the First Lien Documents Agent bears to the total aggregate fees, expenses and indemnities owed to all First Lien Lenders and the First Lien Intercreditor Agreement. In the event any Excess Second Lien Obligations remain unpaid after full payment Agent on such date of the First Lien Obligations (including all Excess First Lien Obligationsdetermination), any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent for application to such Excess Second Lien Obligations in accordance with the terms of the Second Lien Documents. Until the occurrence of the First Lien Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Lien Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien Representative, for the benefit of the First Lien Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties), in the same form as received, with any necessary endorsements, and each Second Lien Secured Party hereby authorizes each of the First Lien Representative and the First Lien Agents to make any such endorsements as agent for the Second Lien Agent (which authorization, being coupled with an interest, is irrevocable).;

Application of Proceeds; Turnover Provisions. All Upon the occurrence and during the continuance of a Triggering Event and following any Enforcement Action, all proceeds of Common Collateral received by (including without limitation any interest earned thereon but net of any taxes, assessments or prior Liens) resulting from the First Lien Secured Parties sale, collection or the Second Lien Secured Parties other disposition of Collateral in connection with an Insolvency Proceeding or an resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be promptly distributed as follows: first by the Collateral Agent in the following order of priority: (a) first, with respect to the First Lien Representative Obligations, to the First Lien Agent for application to the First Lien Obligations (other than any Excess First Lien Obligations) in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement , until the First Lien Obligations Payment Date has occurred, and thereafter, in the following order of priority: (1) FIRST: to the Second Lien Agent for application payment of enforcement expenses incurred by the Collateral Agent; (2) SECOND: to the Second ratable payment of all fees, expenses and indemnities for which the First Lien Obligations (other than any Excess Second Agent, First Lien Obligations) Lenders or Approved Hedge Counterparty have not been paid or reimbursed in accordance with the Second First Lien Documents until the Second Lien Obligations (other than as used in this subsection, a “ratable payment” for any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations)Lender, any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application Agent or the Approved Hedge Counterparty shall be, on any date of determination, that proportion which the portion of the total fees, expenses and indemnities owed to such Excess First Lien Obligations in accordance with the terms of Lender, the First Lien Documents Agent or the Approved Hedge Counterparty bears to the total aggregate fees, expenses and indemnities owed to all First Lien Lenders, the First Lien Intercreditor Agreement. In Agent and the event any Excess Second Lien Obligations remain unpaid after full Approved Hedge Counterparty on such date of determination); (3) THIRD: to the ratable payment of accrued and unpaid letter of credit fees, the First Lien outstanding amount of unreimbursed drawings under letters of credit, accrued and unpaid interest on, and principal of, the outstanding amount of loans and the outstanding amount of obligations under Lender Hedging Agreements; provided, however, Approved Hedge Counterparty Obligations (including all Excess First Lien Obligations), are netted against any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent for application to such Excess Second Lien Obligations in accordance with the terms of the Second Lien Documents. Until the occurrence of the First Lien Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, Exempt LC that may be received by any Second Lien Secured Party issued to Approved Hedge Counterparty to remedy an Additional Termination Event as described in violation Section 4.06 (it being understood that for purposes of this clause (3) the “outstanding amount of obligations under Lender Hedging Agreements” refers to payments owing in connection with an Early Termination Date as defined in the 2002 Master Agreement shall be segregated and held form promulgated by the ISDA (or equivalent type payment obligation if some other form of Swap Contract is in trust and promptly paid over to the effect)(as used in this subsection, “ratable payment” means for any First Lien Representative, for the benefit of the Lender (or First Lien Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties)Lender Affiliate, in the same form as receivedcase of Lender Hedging Agreements or the Approved Hedge Counterparty, with in the case of an Approved Hedge Counterparty Swap Contract), on any necessary endorsementsdate of determination, that proportion which the outstanding amount of unreimbursed drawings under letters of credit, accrued and unpaid interest on, and each Second Lien Secured Party hereby authorizes each principal of, the outstanding amount of loans and the outstanding amount of obligations under Lender Hedging Agreements owed to such First Lien Representative Lender (or First Lien Lender Affiliate, in the case of Lender Hedging Agreements or the Approved Hedge Counterparty, in the case of an Approved Hedge Counterparty Swap Contract) bears to the outstanding amount of unreimbursed drawings under letters of credit, accrued and unpaid interest on, and principal of, the outstanding amount of loans and the outstanding amount of obligations under Lender Hedging Agreements owed to all First Lien Agents to make any such endorsements as agent for Lenders)(and First Lien Lender Affiliates, in the Second Lien Agent (which authorizationcase of Lender Hedging Agreements or the Approved Hedge Counterparty, being coupled with in the case of an interest, is irrevocableApproved Hedge Counterparty Swap Contract).;

Application of Proceeds; Turnover Provisions. All proceeds of any applicable Common Collateral received by (including without limitation any interest earned thereon) resulting from the First Lien Secured Parties sale, collection or the Second Lien Secured Parties in connection with other disposition of such Common Collateral, whether or not pursuant to an Insolvency Proceeding, and any distribution in any Insolvency Proceeding or an Enforcement Actionin respect of claims secured by such Common Collateral, shall be distributed as follows: first first, to the First Lien Representative holders of Senior Liens on such Common Collateral (for application to the First Lien Obligations (other than any Excess First Lien Obligations) in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement until the First Lien Obligations Payment Date has occurred, and thereafter, to the Second Lien Agent for application to the Second Lien Obligations (other than any Excess Second Lien Obligations) in accordance with the Second Lien Documents until the Second Lien Obligations (other than any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien outstanding Bank Group Obligations in accordance with the terms Bank Group Documents (in the case of Senior Liens held by the First Lien Documents and the First Lien Intercreditor Agreement. In the event any Excess Second Lien Obligations remain unpaid after full payment of the First Lien Obligations (including all Excess First Lien ObligationsBank Group Secured Parties), any remaining proceeds of Common Collateral shall be delivered or to the Second Lien Agent for application to such Excess Second Lien outstanding Pension Fund Obligations in accordance with the terms Pension Fund Documents (in the case of Senior Liens held by the Pension Fund Secured Parties)) until Paid in Full, second, to the holders of Junior Second Lien DocumentsLiens on such Common Collateral (for application to the outstanding Bank Group Obligations in accordance with the Bank Group Documents (in the case of Junior Second Liens held by the Bank Group Secured Parties) or to the outstanding Convertible Note Obligations in accordance with the Convertible Note Documents (in the case of Junior Second Liens held by the Convertible Note Secured Parties)) until Paid in Full and thereafter, if applicable, to the holders of Junior Third Liens on such Common Collateral. Until the occurrence of the First Lien Obligations Payment Date, any Any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second holder of a Junior Lien Secured Party or which is otherwise received in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien Representative, for the benefit applicable holder of the First Senior Lien Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties)on such Common Collateral, in the same form as received, with any necessary endorsements, and each Second Lien . Each Pension Fund Secured Party hereby authorizes each of the First Lien (i) the Bank Group Representative and the First Lien Agents to make any such endorsements in respect of Pension Fund Collateral as agent for the Second Lien Agent Pension Fund Representative (which authorization, being coupled with an interest, is irrevocable) and (ii) the Convertible Note Representative to make any such endorsements in respect of Pension Fund Collateral as agent for the Pension Fund Representative (which authorization, being coupled with an interest, is irrevocable). Each Bank Group Secured Party hereby authorizes the Pension Fund Representative to make any such endorsements in respect of Pension Fund Collateral as agent for the Bank Group Representative (which authorization, being coupled with an interest, is irrevocable). Each Convertible Note Secured Party hereby authorizes (i) the Pension Fund Representative and/or the Bank Group Representative to make any such endorsements in respect of Pension Fund Collateral as agent for the Convertible Note Representative (which authorization, being coupled with an interest, is irrevocable) and (ii) the Bank Group Representative to make any such endorsements in respect of the Bank Group Priority Common Collateral as agent for the Convertible Note Representative (which authorization, being coupled with an interest, is irrevocable).