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

Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL Priority 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 Priority Representative to be applied in accordance with the then-extant First Priority Documents until the First Priority Obligations Payment Date has occurred; second, to the Term Loan/Notes Representative (or, if no Term Loan/Notes Secured Obligations are then outstanding, to the Junior Priority Representative) to be applied in accordance with the then-extant Second Priority Documents until the Second Priority Obligations are indefeasibly paid in full; and finally, to the relevant Grantor, or as a court of competent jurisdiction may direct. (b) Until the occurrence of the First Priority Obligations Payment Date, no Second Priority Secured Party may accept any ABL Priority Collateral, including any ABL Priority Collateral constituting proceeds (but excluding any Specified Term Loan/Notes Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected), in satisfaction, in whole or in part, of the Second Priority Secured Obligations in violation of Sections 4.1(a). Any ABL Priority Collateral, including any ABL Priority Collateral constituting proceeds, 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 turned over to the First Priority Representative to be applied in accordance with Section 4.1(a) in the same form as received, with any endorsements reasonably requested by the First Priority Representative, and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representatives (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such ABL Priority Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations purported to be satisfied by the payment of such ABL Priority Collateral shall be immediately reinstated in full as though such payment had never occurred.

Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL ABL/LC Priority Collateral (to the extent such ABL/LC Priority Collateral constitutes Common Collateral) (including any interest earned thereon) resulting from received (i) in connection with any exercise of any Enforcement ActionAction or other right or remedy (including set off) with respect to the ABL/LC Priority Collateral, and whether (ii) in connection with the sale or not other disposition of all or any portion of the ABL/LC Priority Collateral under Section 4.2, or (iii) following the commencement of any Insolvency Proceeding (including any distributions pursuant to an a plan of reorganization in such Insolvency Proceeding), in each case, shall be distributed as follows: first, to the First Priority Representative to be applied in accordance with the then-extant First Priority Documents until the First Priority Obligations Payment Date has occurred; second, to the Term Loan/Notes Representative (or, if no Term Loan/Notes Secured Obligations are then outstanding, to the Junior Priority Representative) to be applied in accordance with the then-extant Second Priority Documents until the Second Priority Obligations are indefeasibly paid in full; and finally, to the relevant Grantor, or as a court of competent jurisdiction may direct.: (b) Until All proceeds of the Term Loan Priority Collateral (to the extent such Term Loan Priority Collateral constitutes Common Collateral) (including any interest earned thereon) received (i) in connection with any exercise of any Enforcement Action or other right or remedy (including set off) with respect to the Term Loan Priority Collateral, (ii) in connection with the sale or other disposition of all or any portion of the Term Loan Priority Collateral under Section 4.2, or (iii) following the commencement of any Insolvency Proceeding (including any distributions pursuant to a plan of reorganization in such Insolvency Proceeding), in each case, shall be distributed as follows: (c) With respect to each Type of Common Collateral, until the occurrence of the First Priority Obligations Payment Date, no Second Priority Secured Party may accept any ABL Priority such Common Collateral, including any ABL Priority such Common Collateral constituting proceeds (but excluding any Specified Term Loan/Notes Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected)proceeds, in satisfaction, in whole or in part, of the Second Priority Secured Obligations Obligations, in violation of Sections 4.1(a) or 4.1(b). Any ABL Priority Common Collateral, including any ABL Priority Common Collateral constituting proceeds, 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 turned over to the First Priority Representative with respect to such Common Collateral to be applied in accordance with Section 4.1(a) or 4.1(b), as the case may be, in the same form as received, with any endorsements reasonably requested by the First Priority Representativenecessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representatives Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such ABL Priority Common Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations purported to be satisfied by the payment of such ABL Priority Common Collateral shall be immediately reinstated in full as though such payment had never occurred.

Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL Priority Common Collateral (including without limitation any interest earned thereon) resulting from any the sale, collection or other disposition of Common Collateral in connection with an Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, first to the First Lien Senior Priority Representative Representatives for application to be applied the First Lien Senior Priority Obligations in accordance with the then-extant terms of the First Lien Senior Priority Documents Documents, on a pro rata basis based on the aggregate outstanding principal amount of First Lien Senior Priority Obligations under the First Lien Senior Priority Agreements then outstanding, until the First Lien Senior Priority Obligations Payment Date has occurred; secondoccurred and thereafter, to the Term Loan/Notes Representative (or, if no Term Loan/Notes Secured Obligations are then outstanding, First Lien Junior Priority Representatives for application to the First Lien Junior Priority Representative) to be applied Obligations in accordance with the then-extant Second terms of the First Lien Junior Priority Documents until Documents, on a pro rata basis based on the Second aggregate outstanding principal amount of First Lien Junior Priority Obligations are indefeasibly paid in full; and finally, to under the relevant Grantor, or as a court of competent jurisdiction may direct. (b) First Lien Junior Priority Agreements then outstanding,. Until the occurrence of the First Lien Senior Priority Obligations Payment Date, no Second Priority Secured Party may accept any ABL Priority Common Collateral, including without limitation any ABL Priority Collateral constituting proceeds (but excluding any Specified Term Loan/Notes Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected), in satisfaction, in whole or in part, of the Second Priority Secured Obligations in violation of Sections 4.1(a). Any ABL Priority Collateral, including any ABL Priority such Common Collateral constituting proceeds, that may be received by a Second any First Lien Junior Priority Secured Party that is not permitted to be received pursuant to the preceding sentence in violation of this Agreement shall be segregated and held in trust and promptly turned paid over to the Controlling First Lien Senior Priority Representative to be applied in accordance with Section 4.1(a) Representative, for the benefit of the First Lien Senior Priority Secured Parties, in the same form as received, with any endorsements reasonably requested by the First Priority Representativenecessary endorsements, and each Second First Lien Junior Priority Secured Party hereby authorizes the Controlling First Lien Senior Priority Representative to make any such endorsements as agent for the Second First Lien Junior Priority Representatives Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such ABL Priority Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations purported to be satisfied by the payment of such ABL Priority Collateral shall be immediately reinstated in full as though such payment had never occurred.

Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL Priority Common Collateral (including any interest earned thereon) resulting from any Enforcement Action relating to the Common Collateral, whether such proceeds resulted from an Enforcement Action, and whether or not pursuant to an Insolvency ProceedingProceeding or otherwise, and any and all amounts received in violation of the subordination provisions set forth in Section 2.1 hereof, shall be distributed as follows: firstfirst to the First Priority Representative for application to the First Priority Obligations (other than any Excess First Priority Obligations) in accordance with the terms of the First Priority Documents, until the First Priority Obligations Termination Date has occurred, second, to the Second Priority Representative for application to the Second Priority Obligations (other than any Excess Second Priority Obligations) in accordance with the terms of the Second Priority Documents until the Second Priority Obligations Termination Date has occurred, third, to the First Priority Representative for application to be applied the Excess First Priority Obligations in accordance with the then-extant terms of the First Priority Documents Documents, until the First Priority Obligations Payment Date has occurred; second, and fourth, to the Term Loan/Notes Second Priority Representative (or, if no Term Loan/Notes Secured Obligations are then outstanding, to the Junior Priority Representative) to be applied for application in accordance with the then-extant Second Priority Documents until terms of the Second Priority Obligations are indefeasibly paid in full; and finally, to the relevant Grantor, or as a court of competent jurisdiction may direct. (b) Until the occurrence of the First Priority Obligations Payment Date, no Second Priority Secured Party may accept any ABL Priority Documents. Any Common Collateral, including any ABL Priority Collateral constituting proceeds (but excluding any Specified Term Loan/Notes Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected), in satisfaction, in whole or in part, of the Second Priority Secured Obligations in violation of Sections 4.1(a). Any ABL Priority Collateral, including any ABL Priority such Common Collateral constituting proceeds, that may be received by a any Second Priority Secured Party that is not permitted to be received pursuant to Party, or, as the preceding sentence case may be, any First Priority Secured Party, in violation of this Agreement shall be segregated and held in trust and promptly turned paid over to the First Priority Representative to be applied Representative, for the benefit of the First Priority Secured Parties, or, as the case may be, the Second Priority Representative, for the benefit of the Second Priority Secured Parties, in accordance with Section 4.1(a) each case, in the same form as received, with any endorsements reasonably requested by the First Priority Representativenecessary endorsements, and (i) each of the Second Priority Secured Party Parties hereby authorizes the First Priority Representative to make any such endorsements as agent for such Second Priority Secured Party and (ii) each of the First Priority Secured Parties hereby authorizes the Second Priority Representatives Representative to make any such endorsements as agent for such First Priority Secured Party (in each case, which authorization, being coupled with an interest, is irrevocable). Upon For purposes of this Agreement, each of the turnover Second Priority Secured Parties agrees that in an Insolvency Proceeding of such ABL Priority Collateral as contemplated the Borrower or any Loan Party, any debt or equity securities issued or to be issued by the immediately preceding sentence, reorganized or liquidating Borrower or any reorganized or liquidating Loan Party that is allocated to the Second Priority Representative on account of the Second Priority Obligations purported in a plan of reorganization or liquidation shall be deemed to be satisfied by proceeds of Common Collateral that are subject to the payment turnover provisions of such ABL Priority Collateral shall be immediately reinstated in full as though such payment had never occurredthis Section 5.1.

Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL Priority Collateral (to the extent such ABL 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, Documents with respect to the First ABL Priority Representative to be applied in accordance with the then-extant First Priority Documents Collateral) until the First Priority Obligations Payment Date has occurred; second, with respect to the Term Loan/Notes Representative (or, if no Term Loan/Notes Secured Obligations ABL Priority Collateral are then outstanding, to the Junior Priority Representative) to be applied in accordance with the then-extant Second Priority Documents until the Second Priority Obligations are indefeasibly paid in full; and finally, to the relevant Grantor, or as a court of competent jurisdiction may direct.; (b) Until All proceeds of the Term Loan Priority Collateral (to the 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: (c) With respect to each Type of Common Collateral, until the occurrence of the First Priority Obligations Payment Date, no Second Priority Secured Party or Third Priority Secured Party may accept any ABL Priority such Common Collateral, including any ABL Priority such Common Collateral constituting proceeds (but excluding any Specified Term Loan/Notes Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected)proceeds, in satisfaction, in whole or in part, of the Second Priority Secured Obligations or Third Priority Secured Obligations, as the case may be, in violation of Sections 4.1(a) or 4.1(b). Any ABL Priority Common Collateral, including any ABL Priority Common Collateral constituting proceeds, 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 turned over to the First Priority Representative with respect to such Common Collateral to be applied in accordance with Section 4.1(a) or 4.1(b), as the case may be, in the same form as received, with any endorsements reasonably requested by the First Priority Representativenecessary endorsements, and each Second Priority Secured Party and each Third Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representatives Representative and the Third Priority Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such ABL Priority Common Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations or the Third Priority Obligations purported to be satisfied by the payment of such ABL Priority Common Collateral shall be immediately reinstated in full as though such payment had never occurred.

Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL Priority Collateral (to the extent such ABL 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 First Priority Representative to be applied in accordance with the then-extant First Priority Documents until the First Priority Obligations Payment Date has occurred; second, to the Term Loan/Notes Representative (or, if no Term Loan/Notes Secured Obligations are then outstanding, to the Junior Priority Representative) to be applied in accordance with the then-extant Second Priority Documents until the Second Priority Obligations are indefeasibly paid in full; and finally, to the relevant Grantor, or as a court of competent jurisdiction may direct.: (b) Until All proceeds of the Term Loan Priority Collateral (to the 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: (c) With respect to each Type of Common Collateral, until the occurrence of the First Priority Obligations Payment Date, no Second Priority Secured Party or Third Priority Secured Party may accept any ABL Priority such Common Collateral, including any ABL Priority such Common Collateral constituting proceeds (but excluding any Specified Term Loan/Notes Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected)proceeds, in satisfaction, in whole or in part, of the Second Priority Secured Obligations or Third Priority Secured Obligations, as the case may be, in violation of Sections 4.1(a) or 4.1(b). Any ABL Priority Common Collateral, including any ABL Priority Common Collateral constituting proceeds, 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 turned over to the First Priority Representative with respect to such Common Collateral to be applied in accordance with Section 4.1(a) or 4.1(b), as the case may be, in the same form as received, with any endorsements reasonably requested by the First Priority Representativenecessary endorsements, and each Second Priority Secured Party and each Third Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representatives Representative and the Third Priority Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such ABL Priority Common Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations or the Third Priority Obligations purported to be satisfied by the payment of such ABL Priority Common Collateral shall be immediately reinstated in full as though such payment had never occurred.

Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL Priority Common Collateral (including including, without limitation, any interest earned thereon) resulting from the sale, collection or other disposition of, or other action with respect to, or any casualty loss or other insured loss with respect to, any Common Collateral (a) in connection with or resulting from any Enforcement Action, and (b) in connection with or resulting from any action or proceeding or other matter which is in violation of this Agreement or any First Priority Document or (c) which are required, in accordance with any First Priority Document, to be paid or delivered to or for the benefit of the First Priority Representative or the other First Priority Secured Parties (unless such requirement has been waived in writing in accordance with the First Priority Agreement, in which case such proceeds shall be distributed to the Second Priority Representative for application in accordance with the Second Priority Documents), whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, first to the First Priority Representative for application to be applied the First Priority Obligations in accordance with the then-extant terms of the First Priority Documents Documents, until the First Priority Obligations Payment Date has occurred; second, and thereafter, to the Term Loan/Notes Second Priority Representative (or, if no Term Loan/Notes Secured Obligations are then outstanding, for application to the Junior Second Priority Representative) to be applied Obligations in accordance with the then-extant Second Priority Documents until the Second Priority Obligations are indefeasibly paid in full; and finally, to the relevant Grantor, or as a court of competent jurisdiction may direct. (b) Documents. Until the occurrence of the First Priority Obligations Payment Date, no any Common Collateral, including without limitation any Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party may accept any ABL Priority Collateral, including any ABL Priority Collateral constituting proceeds (but excluding any Specified Term Loan/Notes Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected), in satisfaction, in whole or in part, of the Second Priority Secured Obligations in violation of Sections 4.1(a). Any ABL Priority Collateral, including any ABL Priority Collateral constituting proceeds, received by a Second Priority Secured Party that is not permitted to be received pursuant to the preceding sentence this Agreement shall be segregated and held in trust and promptly turned paid over to the First Priority Representative to be applied in accordance with Section 4.1(a) Representative, for the benefit of the First Priority Secured Parties, in the same form as received, with any endorsements reasonably requested by the First Priority Representativenecessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representatives Secured Parties (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such ABL Priority Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations purported to be satisfied by the payment of such ABL Priority Collateral shall be immediately reinstated in full as though such payment had never occurred.

Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL Priority Collateral (including without limitation any interest earned thereon) 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 a Insolvency Proceeding, shall be distributed as follows: first, to the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Enforcement Action, second, to the First Priority Representative for application, on a pro rata basis, to be applied the First Priority Obligations in accordance with the then-extant terms of the First Priority Documents Documents, until the First Priority Obligations Payment Date has occurred; second, third, to the Second Lien Term Loan/Notes Representative (orLoan Agent for application, if no Term Loan/Notes Secured Obligations are then outstandingon a pro rata basis, to the Junior Priority Representative) to be applied in accordance with the then-extant Second Priority Documents Documents, until the Second Priority Obligations are indefeasibly paid in full; Payment Date has occurred, and finallyfourth, the balance, if any, to the relevant Grantor, Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court writ of competent jurisdiction may direct. (b) . Until the occurrence of the First Priority Obligations Payment Date, no any Collateral, including without limitation any such Collateral constituting proceeds, that may be received by any Second Priority Secured Party may accept any ABL Priority Collateral, including any ABL Priority Collateral constituting proceeds (but excluding any Specified Term Loan/Notes Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected), in satisfaction, in whole or in part, of the Second Priority Secured Obligations in violation of Sections 4.1(a). Any ABL Priority Collateral, including any ABL Priority Collateral constituting proceeds, received by a Second Priority Secured Party that is not permitted to be received pursuant to the preceding sentence this Agreement shall be segregated and held in trust and promptly turned paid over to the First Priority Representative to be applied in accordance with Section 4.1(a) for the benefit of the First Priority Secured Parties in the same form as received, with any endorsements reasonably requested by the First Priority Representativenecessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative Representative, to make any such endorsements as agent for the Second Priority Representatives Lien Term Loan Agent (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such ABL Priority Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations purported to be satisfied by the payment of such ABL Priority Collateral shall be immediately reinstated in full as though such payment had never occurred.

Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL Priority Other Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Other Collateral in connection with or resulting from any Enforcement Action, and whether or not pursuant to a Insolvency Proceeding, shall be distributed as follows: first to the applicable First Lien Representatives on a pro rata basis for application to the First Lien Obligations, until the First Lien Obligations have been Paid in Full, second, to the applicable Second Lien Representatives on a pro rata basis for application to the Second Lien Obligations, until the Second Lien Obligations have been Paid in Full, third, to the applicable Third Lien Representatives on a pro rata basis for application to the Third Lien Obligations and, thereafter, to the extent proceeds remain after the foregoing applications, to the relevant Credit Party or to whomever may be lawfully entitled to receive such surplus. Notwithstanding anything herein to the contrary, this clause (a) shall not be applicable in respect of proceeds resulting from the sale, collection or other disposition of Other Collateral prior to the commencement of any Enforcement Action. (b) All proceeds of Primary Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Primary Collateral in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, to the applicable First Priority Representative Lien Representatives on a pro rata basis for application to be applied in accordance with the then-extant First Priority Documents Lien Obligations until the First Priority Lien Obligations Payment Date has occurred; have been Paid in Full, second, to the Term Loan/Notes Representative (orSecond Lien Representatives on a pro rata basis for application to the Second Lien Obligations and, if no Term Loan/Notes Secured Obligations are then outstandingthereafter, to the Junior Priority Representative) to be applied in accordance with extent proceeds remain after the then-extant Second Priority Documents until the Second Priority Obligations are indefeasibly paid in full; and finallyforegoing applications, to the relevant GrantorCredit Party or to whomever may be lawfully entitled to receive such surplus. Notwithstanding anything herein to the contrary, this clause (b) shall not be applicable in respect of proceeds resulting from the sale, collection or as a court other disposition of competent jurisdiction may directPrimary Collateral prior to the commencement of any Enforcement Action. (bc) Until Subject to the occurrence rights of the Credit Parties under the First Lien Collateral Documents, until the Payment in Full of the First Priority Obligations Payment DateLien Obligations, no Second Priority Secured Party may accept any ABL Priority Collateral, including without limitation any ABL Priority Collateral constituting proceeds (but excluding any Specified Term Loan/Notes Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected), in satisfaction, in whole or in part, of the Second Priority Secured Obligations in violation of Sections 4.1(a). Any ABL Priority Collateral, including any ABL Priority such Collateral constituting proceeds, that may be received by a any Second Priority Lien Secured Party that is not permitted to be received pursuant to the preceding sentence or any Third Lien Secured Party in violation of this Agreement shall be segregated and held in trust and promptly turned paid over to the First Priority Representative to be applied in accordance with Section 4.1(a) Lien Controlling Collateral Parties, for the benefit of the First Lien Secured Parties, in the same form as received, with any endorsements reasonably requested by the First Priority Representativenecessary endorsements, and each Second Priority Lien Secured Party and each Third Lien Secured Party hereby authorizes the First Priority Representative Lien Controlling Collateral Parties to make any such endorsements as agent for the Second Priority Representatives Lien Secured Parties and/or the Third Lien Secured Parties (which authorization, being coupled with an interest, is irrevocable). Upon . (d) Subject to the turnover rights of such ABL Priority Collateral as contemplated by the immediately preceding sentence, Credit Parties under the Second Priority Lien Collateral Documents, to the extent the First Lien Obligations purported to shall have been Paid in Full and so long as the Second Lien Obligations shall not have been Paid in Full, any Collateral, including without limitation any such Collateral constituting proceeds, that may be satisfied received by the payment any Third Lien Secured Party in violation of such ABL Priority Collateral this Agreement shall be immediately reinstated segregated and held in full trust and promptly paid over to the Second Lien Controlling Collateral Parties, for the benefit of the Second Lien Secured Parties, in the same form as though received, with any necessary endorsements, and each Third Lien Secured Party hereby authorizes the Second Lien Controlling Collateral Parties to make any such payment had never occurredendorsements as agent for the Third Lien Secured Parties (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) (including any interest earned thereon) resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: (b) All proceeds of the Term Loan Priority Collateral (to the 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 First Priority Representative to be applied in accordance with the then-extant First Priority Documents until the First Priority Obligations Payment Date has occurred; second, with respect to the Term Loan/Notes Representative (or, if no Term Loan/Notes Secured Obligations are then outstanding, to the Junior Loan Priority RepresentativeCollateral) to be applied in accordance with the then-extant Second Priority Documents until the Second Priority Obligations with respect to the Term Loan Priority Collateral are indefeasibly paid in full; and finally, to the relevant Grantor, or as a court of competent jurisdiction may direct.; (bc) Until With respect to each Type of Common Collateral, until the occurrence of the First Priority Obligations Payment Date, no Second Priority Secured Party or Third Priority Secured Party may accept any ABL Priority such Common Collateral, including any ABL Priority such Common Collateral constituting proceeds (but excluding any Specified Term Loan/Notes Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected)proceeds, in satisfaction, in whole or in part, of the Second Priority Secured Obligations or Third Priority Secured Obligations, as the case may be, in violation of Sections 4.1(a) or 4.1(b). Any ABL Priority Common Collateral, including any ABL Priority Common Collateral constituting proceeds, 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 turned over to the First Priority Representative with respect to such Common Collateral to be applied in accordance with Section 4.1(a) or 4.1(b), as the case may be, in the same form as received, with any endorsements reasonably requested by the First Priority Representativenecessary endorsements, and each Second Priority Secured Party and each Third Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representatives Representative and the Third Priority Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such ABL Priority Common Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations or the Third Priority Obligations purported to be satisfied by the payment of such ABL Priority Common Collateral shall be immediately reinstated in full as though such payment had never occurred.

Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL Priority Collateral (including without limitation any interest earned thereon) 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, shall be distributed as follows: first: (a) first (i) in the case of Credit Agreement Primary Collateral, ratably to each Credit Agreement Representative based on outstanding unpaid Credit Agreement Obligations of each Credit Agreement for application in accordance with such Credit Agreement and (ii) in the case of Secured Counterparty Primary Collateral, ratably to each Secured Counterparty based on the outstanding unpaid Secured Counterparty Obligations of each Secured Counterparty for application in accordance with such Secured Counterparty’s Secured Counterparty Documents; (b) second (i) in the case of Secured Counterparty Primary Collateral and after the Secured Counterparty Obligations have been satisfied and paid in full under clause (a)(ii) above, ratably to each Credit Agreement Representative based on outstanding unpaid Credit Agreement Obligations of each Credit Agreement for application in accordance with such Credit Agreement and (ii) in the case of Credit Agreement Primary Collateral and after the Credit Agreement Obligations have been satisfied and paid in full under clause (a)(i) above, ratably to each Secured Counterparty based on the outstanding unpaid Secured Counterparty Obligations of each Secured Counterparty for application in accordance with such Secured Counterparty’s Secured Counterparty Documents; and (c) third, to the First Priority Representative to be applied Sowood for application in accordance with the then-extant First Priority Documents until the First Priority Obligations Payment Date has occurred; second, to the Term Loan/Notes Representative (or, if no Term Loan/Notes Secured Obligations are then outstanding, to the Junior Priority Representative) to be applied in accordance with the then-extant Second Priority Documents until the Second Priority Obligations are indefeasibly paid in full; and finally, to the relevant Grantor, or as a court of competent jurisdiction may direct. (b) Until the occurrence of the First Priority Obligations Payment Date, no Second Priority Secured Party may accept any ABL Priority Sowood Documents. Any Collateral, including without limitation any ABL Priority Collateral constituting proceeds (but excluding any Specified Term Loan/Notes Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected), in satisfaction, in whole or in part, of the Second Priority Secured Obligations in violation of Sections 4.1(a). Any ABL Priority Collateral, including any ABL Priority such Collateral constituting proceeds, that may be received by a Second Priority any Secured Party that is not permitted to be received pursuant to the preceding sentence in violation of this Agreement shall be segregated and held in trust and promptly turned paid over to the First Priority Representative Secured Party who was entitled to be applied in accordance with Section 4.1(a) receive such Collateral, in the same form as received, with any endorsements reasonably requested by the First Priority Representativenecessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative each other Secured Party to make any such endorsements as agent for the Second Priority Representatives Secured Party entitled to the endorsement (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such ABL Priority Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations purported to be satisfied by the payment of such ABL Priority Collateral shall be immediately reinstated in full as though such payment had never occurred.

Application of Proceeds; Turnover Provisions. (a) The Second Lien Representative, on behalf of itself and the Second Lien Secured Parties, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off or recoupment) with respect to any Collateral in contravention of this Agreement, and that any Collateral or proceeds taken or received by it for any reason in contravention of this Agreement will be paid over to the First Lien Representative, unless and until all First Lien Obligations have been Paid in Full. (b) All proceeds of ABL Priority 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 ProceedingProceeding with respect to any Grantor, shall be distributed as follows: first, first to the First Priority Lien Representative for application to be applied the First Lien Obligations in accordance with the then-extant terms of the First Priority Documents Lien Collateral Documents, until the First Priority Lien Obligations Payment Date has occurred; have been Paid in Full, second, to the Term Loan/Notes Second Lien Representative (or, if no Term Loan/Notes Secured Obligations are then outstanding, to the Junior Priority Representative) to be applied for application in accordance with the then-extant Second Priority Lien Collateral Documents until the Second Priority Obligations are indefeasibly paid in full; and finallythird, to the relevant Grantor, Company or such other Person as may be lawfully entitled to such proceeds or as a court of competent jurisdiction may direct. (b) . Until the occurrence Payment in Full of the First Priority Obligations Payment DateLien Obligations, no Second Priority Secured Party may accept any ABL Priority Collateral, including without limitation any ABL Priority Collateral constituting proceeds (but excluding any Specified Term Loan/Notes Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected), in satisfaction, in whole or in part, of the Second Priority Secured Obligations in violation of Sections 4.1(a). Any ABL Priority Collateral, including any ABL Priority such Collateral constituting proceeds, that may be received by a any Second Priority Lien Secured Party that is not permitted to be received pursuant to the preceding sentence in violation of this Agreement shall be segregated and held in trust and promptly turned paid over to the First Priority Representative to be applied in accordance with Section 4.1(a) Lien Representative, for the benefit of the First Lien Secured Parties, in the same form as received, with any endorsements reasonably requested by the First Priority Representativenecessary endorsements, and each Second Priority Lien Secured Party hereby authorizes the First Priority Lien Representative to make any such endorsements as agent for the Second Priority Representatives Lien Secured Parties (which authorization, being coupled with an interest, is irrevocable). Upon Notwithstanding the turnover foregoing, no Second Lien Secured Party shall be obligated to return funds received in accordance with this Section 4.01(b) in respect of any claim by a First Lien Secured Party pursuant to clause (a)(ii) of the definition of “Payment in Full” to the extent such funds were received prior to the making of such ABL Priority Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations purported to be satisfied by the payment of such ABL Priority Collateral shall be immediately reinstated in full as though such payment had never occurredclaim.

Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL Priority the Common Collateral (including any interest earned thereon) resulting from any Enforcement ActionAction or otherwise arising after any Non-Payment at Maturity Event, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, to the First Priority Representative Lien Representative, to be applied in accordance with Section 4.5 of the then-extant First Priority Documents Collateral Agency Agreement until the First Priority Lien Obligations Payment Date has occurredare paid in full; second, to the Term Loan/Notes Representative (orSecond Lien Representative, if no Term Loan/Notes Secured Obligations are then outstanding, to the Junior Priority Representative) to be applied in accordance with [Section of the then-extant Second Priority Documents Lien Agreement] until the Second Priority Lien Obligations are indefeasibly paid in full; third, to the Third Lien Representative, to be applied in accordance with [Section of the Third Lien Agreement] until the Third Lien Obligations are paid in full; and finally, to the relevant GrantorLoan Party, or as a court of competent jurisdiction may direct. Neither the First Lien Representative nor any other First Lien Secured Party have any obligation of any nature whatsoever to the Second Lien Representative, the Second Lien Secured Parties, the Third Lien Representative or the Third Lien Secured Parties with respect to the application of proceeds of Common Collateral. The First Lien Representative shall not be deemed to have knowledge or notice of the occurrence of any Non-Payment at Maturity Event with respect to the Second Lien Obligations or the Third Lien Obligations unless the First Lien Representative has received written notice from the Second Lien Representative or Third Lien Representative, as the case may be, referring to this Agreement and stating that a Non-Payment at Maturity Event with respect to some or all of such Second Lien Obligations or Third Lien Obligations has occurred, in which case the First Lien Representative shall be conclusively entitled to rely on, and shall be fully protected in relying on, such notice. The Second Lien Representative shall be deemed to have no knowledge or notice of the occurrence of any Non-Payment at Maturity Event with respect to the Third Lien Obligations unless the First Lien Representative has received notice from the Third Lien Representative referring to this Agreement and stating that a Non-Payment at Maturity Event with respect to some or all of such Third Lien Obligations has occurred, in which case the Second Lien Representative shall be conclusively entitled to rely on, and shall be fully protected in relying on, such notice. (b) Until the occurrence of the First Priority Lien Obligations Payment Date, no Second Priority Lien Secured Party or Third Lien Secured Party may accept any ABL Priority Common Collateral, including any ABL Priority Common Collateral constituting proceeds (but excluding any Specified Term Loan/Notes Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected)proceeds, in satisfaction, in whole or in part, of the Second Priority Secured Lien Obligations or Third Lien Obligations, as the case may be, in violation of Sections Section 4.1(a). Any ABL Priority Collateral, including any ABL Priority Common Collateral constituting proceeds, received by a Second Priority Lien Secured Party or Third Lien 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 First Priority Lien Representative to be applied in accordance with Section 4.1(a) in the same form as received, with any endorsements reasonably requested by the First Priority Representativenecessary endorsements, and each Second Priority Lien Secured Party and each Third Lien Secured Party hereby authorizes the First Priority Lien Representative to make any such endorsements as agent for the Second Priority Representatives Lien Representative and the Third Lien Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such ABL Priority Common Collateral as contemplated by the immediately preceding sentence, the Second Priority Lien Obligations or the Third Lien Obligations, as the case may be, purported to be satisfied by the payment of such Common Collateral shall be deemed by all parties hereto to be reinstated in full as though such payment had never occurred, subject to the rights as set forth in Section 8.12. (c) Following the First Lien Obligations Payment Date, no Third Lien Secured Party may accept any Common Collateral, including any Common Collateral constituting proceeds, in satisfaction, in whole or in part, of the Third Lien Obligations in violation of Section 4.1(a). Any Common Collateral received by a Third Lien 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 Lien Representative to be applied in accordance with Section 4.1(a), in the same form as received, with any necessary endorsements, and each Third Lien Secured Party hereby authorizes the Second Lien Representative to make any such endorsements as agent for the Third Lien 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 Lien Obligations purported to be satisfied by the payment of such ABL Priority Common Collateral shall be immediately deemed by all parties hereto to be reinstated in full as though such payment had never occurred, subject to the rights as set forth in Section 8.12.

Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL Priority Collateral (including without limitation any interest earned thereon) resulting from any Enforcement Actionthe sale, and collection or other disposition of Collateral, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, : (i) first to the First Priority Representative Lien Agent for application to be applied the First Lien Obligations in accordance with the then-extant terms of the First Priority Documents Lien Documents, until the Discharge of the First Priority Lien Obligations Payment Date has occurred; ; (ii) second, to the Term Loan/Notes Representative (or, if no Term Loan/Notes Secured Obligations are then outstanding, to the Junior Priority Representative) to be applied Second Lien Agent for application in accordance with the then-extant Second Priority Documents Lien Documents, until the Discharge of the Second Priority Lien Obligations are indefeasibly paid in full; and finallyhas occurred; (iii) third, to the relevant GrantorThird Lien Agent for application in accordance with the Third Lien Documents, until the Discharge of the Third Lien Obligations has occurred; and (iv) last, to whomsoever may lawfully be entitled to the same, or as a court of competent jurisdiction may shall direct. (b) Until the occurrence of the Discharge of the First Priority Obligations Payment DateLien Obligations, no Second Priority Secured Party may accept any ABL Priority Collateral, including without limitation any ABL Priority Collateral constituting proceeds (but excluding any Specified Term Loan/Notes Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected), in satisfaction, in whole or in part, of the Second Priority Secured Obligations in violation of Sections 4.1(a). Any ABL Priority Collateral, including any ABL Priority such Collateral constituting proceeds, that may be received by a Second Priority any Junior Secured Party that is not permitted to be received pursuant to the preceding sentence in violation of this Agreement shall be segregated and held in trust and promptly turned paid over to the First Priority Representative to be applied in accordance with Section 4.1(a) Lien Agent, for the benefit of the First Lien Secured Parties, in the same form as received, with any endorsements reasonably requested by the First Priority Representativenecessary endorsements, and each Second Priority Junior Secured Party hereby authorizes the First Priority Representative Lien Agent to make any such endorsements as agent for the Second Priority Representatives Lien Agent or the Third Lien Agent (which authorization, being coupled with an interest, is irrevocable). Upon . (c) After Discharge of the turnover First Lien Obligations has occurred and until Discharge of such ABL Priority Collateral as contemplated by the immediately preceding sentence, the Second Priority Lien Obligations purported to has occurred, any Collateral, including without limitation any such Collateral constituting proceeds, that may be satisfied received by the payment any Third Lien Secured Party in violation of such ABL Priority Collateral this Agreement shall be immediately reinstated segregated and held in full trust and promptly paid over to the Second Lien Agent, for the benefit of the Second Lien Secured Parties, in the same form as though received, with any necessary endorsements, and each Third Lien Secured Party hereby authorizes the Second Lien Agent to make any such payment had never occurredendorsements as agent for the Third Lien Agent (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL Priority Common Collateral (including including, without limitation, any interest earned thereon) resulting from any Enforcement Actionthe sale, and collection or other disposition of Common Collateral, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: firstfirst to the First Priority Representative for application to the First Priority Obligations (other than Excess First Lien Obligations) in accordance with the terms of the First Priority Documents, second, to the Second Priority Representative for application to the Second Priority Obligations in accordance with the Second Priority Documents, and thereafter, to the First Priority Representative for application to be applied in accordance with the then-extant any Excess First Priority Documents until the First Priority Obligations Payment Date has occurred; second, to the Term Loan/Notes Representative (or, if no Term Loan/Notes Secured Obligations are then outstanding, to the Junior Priority Representative) to be applied in accordance with the then-extant Second Priority Documents until the Second Priority Obligations are indefeasibly paid in full; and finally, to the relevant Grantor, or as a court of competent jurisdiction may direct. (b) Obligations. Until the occurrence of the First Priority Obligations Payment Date, no any Common Collateral, including, without limitation, any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party may accept any ABL Priority Collateral, including any ABL Priority Collateral constituting proceeds (but excluding any Specified Term Loan/Notes Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected), in satisfaction, in whole or in part, of the Second Priority Secured Obligations in violation of Sections 4.1(a). Any ABL Priority Collateral, including any ABL Priority Collateral constituting proceeds, received by a Second Priority Secured Party that is not permitted to be received pursuant to the preceding sentence this Agreement shall be segregated and held in trust and promptly turned paid over to the First Priority Representative to be applied in accordance with Section 4.1(a) Representative, for the benefit of the First Priority Secured Parties, in the same form as received, with any endorsements reasonably requested by the First Priority Representativenecessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representatives Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover The Second Priority Representative, for itself and on behalf of such ABL Priority Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations purported Secured Parties, agrees that, to the extent any Second Priority Secured Party or the Second Priority Representative, in its capacity as such, subject to Section 3.2, exercises its rights of set-off against the Company or any other Loan Party’s deposit accounts or securities accounts, the amount of such set-off shall be deemed to be satisfied Common Collateral to be held and distributed pursuant to this Agreement. As acknowledged in Section 2.2, a portion of the First Priority Obligations represents debt that is revolving in nature and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed in accordance with the First Priority Document. Without limiting the foregoing, proceeds received by the payment First Priority Representative as a result of such ABL exercising dominion over funds in deposit accounts or securities accounts or in the ordinary course of business and applied to the First Priority Collateral shall Obligations may be immediately reinstated reborrowed in full as though such payment had never occurredaccordance with the First Priority Documents.

Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL Priority Common Collateral (including without limitation any interest earned thereon) resulting from any the sale, collection or other disposition of Common Collateral in connection with an Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, first to the First Priority Representative for application to be applied the First Priority Obligations in accordance with the then-extant terms of the First Priority Documents Documents, until the First Priority Obligations Payment Date has occurred; , second, to the Term Loan/Notes Second Priority Representative (or, if no Term Loan/Notes Secured Obligations are then outstanding, for application to the Junior Second Priority Representative) to be applied Obligations in accordance with the then-extant terms of the Second Priority Documents until the Second Priority Obligations are indefeasibly paid in full; Payment Date has occurred, and finallythereafter, to the relevant Grantor, or as a court of competent jurisdiction may direct. (b) Junior Priority Representative for application in accordance with the Junior Priority Documents. Until the occurrence of the First Priority Obligations Payment Date, no any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party may accept any ABL Priority Collateral, including any ABL Priority Collateral constituting proceeds (but excluding any Specified Term Loan/Notes Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected), in satisfaction, in whole or in part, of the Second Junior Priority Secured Obligations Party in violation of Sections 4.1(a). Any ABL Priority Collateral, including any ABL Priority Collateral constituting proceeds, received by a Second Priority Secured Party that is not permitted to be received pursuant to the preceding sentence this Agreement shall be segregated and held in trust and promptly turned paid over to the First Priority Representative to be applied in accordance with Section 4.1(a) Representative, for the benefit of the First Priority Secured Parties, in the same form as received, with any endorsements reasonably requested by the First Priority Representativenecessary endorsements, and each Second Priority Secured Party and Junior Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representatives Representative or Junior Priority Representative, as applicable (which authorization, being coupled with an interest, is irrevocable). After the occurrence of the First Priority Obligations Payment Date and until the occurrence of the Second Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Junior Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Second Priority Representative, for the benefit of the Second Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Junior Priority Secured Party hereby authorizes the Second Priority Representative to make any such endorsements as agent for the Junior Priority Representative (which authorization, being coupled with an interest, is irrevocable). 4.2. Releases of Second Priority Lien and Junior Priority Lien. (a) Upon any release, sale or disposition of Common Collateral permitted pursuant to the turnover terms of such ABL the First Priority Collateral as contemplated by Documents (or, after the immediately preceding sentenceFirst Priority Obligations Payment Date, the Second Priority Documents) that results in the release of the First Priority Lien (or, after the First Priority Obligations purported Payment Date, the Second Priority Lien) on any Common Collateral (excluding any sale or other disposition that is expressly prohibited by the Second Priority Agreement or the Junior Priority Agreement unless such sale or disposition is consummated in connection with an Enforcement Action or consummated after the institution of any Insolvency Proceeding), the Second Priority Lien and any Junior Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the First Priority Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person. (b) The Second Priority Representative or Junior Priority Representative, as applicable, shall promptly execute and deliver such release documents and instruments and shall take such further actions as the Senior Representative shall request to evidence any release of the Second Priority Lien and any Junior Priority Lien described in paragraph (a) of this Section 4.2 (and the Second Priority Representative or Junior Priority Representative, as applicable, shall be entitled to conclusively reply on such written request). The Second Priority Representative or Junior Priority Representative, as applicable, hereby appoints the Senior Representative, and any officer or duly authorized person of the Senior Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Second Priority Representative or Junior Priority Representative, as applicable, and in the name of the Second Priority Representative or Junior Priority (a) Any First Priority Secured Party and its representatives and invitees may at any time inspect, repossess, remove and otherwise deal with the Common Collateral pursuant to the provisions of the First Priority Documents, and the First Priority Representative may advertise and conduct public auctions or private sales of the Common Collateral, in each case without notice to, the involvement of or interference by any Second Priority Secured Party or Junior Priority Secured Party or liability to any Second Priority Secured Party or Junior Priority Secured Party. After the First Priority Obligations Payment Date, any Second Priority Secured Party and its representatives and invitees may at any time inspect, repossess, remove and otherwise deal with the Common Collateral pursuant to the provisions of the Second Priority Documents, and the Second Priority Representative may advertise and conduct public auctions or private sales of the Common Collateral, in each case without notice to, the involvement of or interference by any Junior Priority Secured Party or liability to any Junior Priority Secured Party (b) Until the First Priority Obligations Payment Date has occurred, the First Priority Representative will have the sole and exclusive right (i) to be satisfied named as additional insured and loss payee under any insurance policies maintained from time to time by any Loan Party with respect to the Common Collateral (except that the Second Priority Representative and Junior Priority Representative shall have the right to be named as additional insured and loss payee so long as its second lien or junior lien status is identified in a manner satisfactory to the First Priority Representative); (ii) to adjust or settle any insurance policy or claim covering the Common Collateral in the event of any loss thereunder and (iii) to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral, in each case to the extent provided by the payment First Priority Documents. After the First Priority Obligations Payment Date has occurred and until the Second Priority Obligations Payment Date has occurred, the Second Priority Representative will have the sole and exclusive right (A) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Loan Party with respect to the Common Collateral (except that the Junior Priority Representative shall have the right to be named as additional insured and loss payee so long as its junior lien status is identified in a manner satisfactory to the Second Priority Representative); (B) to adjust or settle any insurance policy or claim covering the Common Collateral in the event of such ABL any loss thereunder and (C) to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral, in each case to the extent provided by the Second Priority Collateral shall be immediately reinstated in full as though such payment had never occurredDocuments. SECTION 5.

Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL Priority Common Collateral (including including, without limitation, any interest earned thereon) resulting from any Enforcement Actionthe sale, and collection or other disposition of Common Collateral whether or not pursuant to an Insolvency Proceeding, an Enforcement Action or otherwise, shall be distributed as follows: first, first to the First Priority Representative Creditors for application to be applied the First Priority Obligations in accordance with the then-extant terms of the First Priority Documents Documents, until the First Priority Obligations Payment Date has occurred, and thereafter, to the Second Priority Representative to be applied as follows: first, to amounts owing to the Second Priority Representative in its capacity as collateral agent in accordance with the terms of the Second Priority Security Documents; second, to the Term Loan/Notes Representative (or, if no Term Loan/Notes Secured Obligations are then outstanding, amounts owing to the Junior Priority Representative) to be applied Trustee in its capacity as such in accordance with the then-extant terms of the Existing Second Priority Documents until Agreement and to the representatives of any other holders of Second Priority Obligations are indefeasibly paid Obligations, in fulltheir capacity as such; and finallythird, ratably to amounts owing to the relevant Grantor, or as a court Holders (in accordance with the terms of competent jurisdiction may direct. (bthe Existing Second Priority Agreement) and holders of any other Second Priority Obligations. Until the occurrence of the First Priority Obligations Payment Date, no any Common Collateral, including, without limitation, any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party may accept any ABL Priority Collateral, including any ABL Priority Collateral constituting proceeds (but excluding any Specified Term Loan/Notes Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected), in satisfaction, in whole or in part, of the Second Priority Secured Obligations in violation of Sections 4.1(a). Any ABL Priority Collateral, including any ABL Priority Collateral constituting proceeds, received by a Second Priority Secured Party that is not permitted to be received pursuant to the preceding sentence this Agreement shall be segregated and held in trust and promptly turned paid over to the First Priority Representative to be applied in accordance with Section 4.1(a) Creditors, in the same form as received, with any endorsements reasonably requested by the First Priority Representativenecessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative Creditors to make any such endorsements as agent for the Second Priority Representatives Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such ABL Priority Collateral as contemplated All payments received by the immediately preceding sentenceFirst Priority Creditors may be applied, reversed and reapplied, in whole or in part, to such part of the Second First Priority Obligations purported to be satisfied by as the payment First Priority Creditors, in their sole discretion, deem appropriate, consistent with the terms of such ABL the First Priority Collateral shall be immediately reinstated in full as though such payment had never occurredDocuments.

Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL Priority 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 First Priority Representative to be applied in accordance with Section 2.17(f) of the ABL Credit Agreement (or the then-extant First Priority Documents Documents) until the First Priority Obligations Payment Date has occurredare indefeasibly paid in full; second, to the Term Loan/Notes Second Priority Representative (or, if no Term Loan/Notes Secured Obligations are then outstanding, to the Junior Priority Representative) to be applied in accordance with Section 2.16(g) of the Term Loan Agreement (or the then-extant Second Priority Documents Documents) until the Second Priority Obligations are indefeasibly paid in full; and finally, to the relevant Grantor, or as a court of competent jurisdiction may direct. (b) Until the occurrence of the First Priority Obligations Payment Date, no Second Priority Secured Party may accept any ABL Priority Common Collateral, including any ABL Priority Common Collateral constituting proceeds (but excluding any Specified Term Loan/Notes Loan Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected), in satisfaction, in whole or in part, of the Second Priority Secured Obligations in violation of Sections 4.1(a). Any ABL Priority Common Collateral, including any ABL Priority Common Collateral constituting proceeds, 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 turned over to the First Priority Representative to be applied in accordance with Section 4.1(a) in the same form as received, with any endorsements reasonably requested by the First Priority Representativenecessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representatives Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such ABL Priority Common Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations purported to be satisfied by the payment of such ABL Priority Common Collateral shall be immediately reinstated in full as though such payment had never occurred.