Common use of Turnover Clause in Contracts

Turnover. (a) Unless and until the Payment in Full of ABL Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1, any ABL Priority Collateral, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3) received by any of the Term Loan Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the Term Loan Claimholders, shall be segregated and held in trust and forthwith paid over to ABL Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debt. (b) Unless and until the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (c) Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Priority Collateral, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3 received by any of the ABL Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the ABL Claimholders, shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless Any prepayments of principal or payments of interest on the Junior Obligations not permitted to be accepted by any Junior Creditor under this Agreement but so received shall be forthwith paid over, in the funds and until currency received, if any, by each such Junior Creditor to the Payment in Full of ABL Priority Debt Senior Agent for application against the Senior Obligations. (b) So long as the Revolving Loan Termination Date has occurred (irrespective of not occurred, whether or not any Insolvency Proceeding has been commenced by or against any GrantorObligor, Term Loan Agent agrees, for itself and on behalf of the other Term Loan Creditors, that any Revolving Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by a Term Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such Collateral, and except as otherwise provided including in Section 2.1, connection with any ABL insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Revolving Loan Priority Collateral, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3) received by any of the Term Loan Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the Term Loan Claimholders, shall be segregated and held in trust and forthwith promptly transferred or paid over to ABL the Revolving Agent for the benefit of the Revolving Loan Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Revolving Loan Obligations and Term Loan Obligations in accordance with Section 4. ABL Revolving Agent is hereby authorized to make any such endorsements or assignments as agent for the Term Loan Claimholders and this Creditors. This authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debtirrevocable. (bc) Unless and until the Payment in Full of ABL Priority Debt has occurred and except So long as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (Termination Date has not occurred, whether or not any of them) on account of their Insolvency Proceeding has been commenced by or against any Obligor, the Revolving Agent agrees that any Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral or Proceeds thereof or payment with respect thereto received by such a Revolving Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such Collateral, and including in connection with such Insolvency Proceeding any insurance policy claim or any condemnation award (unless such distribution is made under a confirmed plan or deed in lieu of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL condemnation) with respect to Term Loan Priority Debt)Collateral, then such distribution shall be segregated and held in trust and forthwith promptly transferred or paid over to ABL the Term Loan Agent for the benefit of the ABL Claimholders Term Loan Creditors in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (c) Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Priority Collateral, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3 received by any of the ABL Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the ABL Claimholders, shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements assignments or as a court of competent jurisdiction may otherwise direct, for application to the Term Loan Obligations and Revolving Loan Obligations in accordance with Section 4. Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for the ABL Claimholders and this Revolving Loan Creditors. This authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debtirrevocable. (d) Unless Nothing in this Agreement shall prohibit the receipt by any Secured Creditor of the payments of interest and until payments of principal required under the Payment Documents (as in Full effect as of the date hereof or modified in accordance with the terms of this Agreement) so long as such receipt is not the direct or indirect result of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Agent, on behalf of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept or retain a voluntary prepayment of the Revolving Loan Obligations that is made with the proceeds of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if Collateral that are required to be used to make a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims mandatory prepayment of the Term Loan Claimholders or otherwise provides for Obligations in accordance with the Payment in Full terms of the Term Loan Priority Debt), then Credit Agreement (and Revolving Loan Creditors shall promptly remit such distribution shall be segregated and held in trust and forthwith paid over proceeds to the Term Loan Agent for application to the benefit Term Loan Obligations) and (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment of the Term Loan Claimholders in Obligations that is made with the same form as received, with any necessary endorsements or as a court proceeds of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Revolving Loan Priority Collateral previously made shall that are required to be rescinded for any reason whatsoever, it will upon request promptly pay over used to make a mandatory prepayment (including payments required under Section 4.15(h) of the Revolving Loan Credit Agreement) of the Revolving Loan Obligations in accordance with the terms of the Revolving Loan Credit Agreement (and Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and Creditors shall promptly turn any remit such Term proceeds to the Revolving Agent for application to the Revolving Loan Priority Collateral then held by it over Obligations), except to Term the extent the Revolving Loan Agent, and the provisions set forth Creditors shall have waived such mandatory prepayment in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debtwriting.

Turnover. (a) Unless and until the Payment in Full of ABL First Lien Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1the Debtor), any ABL Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3) 2.3 or the proviso in Section 3.6), received by Second Lien Creditor or any Second Lien Claimholder in violation of the Term Loan Claimholders Section 4.1(a) above or Section 4.5 (i) in connection with an Enforcement Action with respect to the Collateral by Second Lien Creditor or any Second Lien Claimholder, or (ii) as a result of the Term Loan Claimholderscollusion by Second Lien Creditor or any Second Lien Claimholder with the Debtor in violating the rights of First Lien Creditor or any other First Lien Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith paid over to ABL Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debt. (b) Unless and until the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to ABL Agent First Lien Creditor for the benefit of the ABL First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement , for application to the contrary, Term Loan First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. First Lien Creditor is hereby authorized to make any such endorsements as agent for the Second Lien Claimholders may receive and retain any cash, debt, or equity securities on account this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority CollateralFirst Lien Debt. (cb) Unless and until the Payment in Full of Term Loan First Lien Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise expressly provided in Section 2.1, if the Debtor (or any Term Loan Priority Collateral, or Proceeds thereof (including assets or Proceeds of its assets) is the subject to Liens referred to in the final sentence of Section 2.3 an Insolvency Proceeding and if any distribution is received by Second Lien Creditor or any Second Lien Claimholder on account of the ABL Claimholders their Second Lien Secured Claims in connection with an Enforcement Action with respect to the Collateral by any such Insolvency Proceeding in violation of Section 4.1(a) above (unless such distribution is made under a confirmed plan of reorganization of the ABL ClaimholdersDebtor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent First Lien Creditor for the benefit of the Term Loan First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise directdirect for application to the First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. Term Loan Agent For the avoidance of doubt, except as otherwise expressly provided in Section 2.1, unless and until the Payment in Full of First Lien Priority Debt has occurred, the Second Lien Creditor shall be required to turnover to the First Lien Creditor and the First Lien Creditor shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1 any cash or non-cash distribution received by the Second Lien Claimholders in violation of Section 4.1(a) above on account of their Second Lien Secured Claims pursuant to a confirmed plan of reorganization of the Debtor (unless such distribution is made under a confirmed plan of reorganization of the Debtor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority Debt, but in any event, not including any payments on account of adequate protection received on account of the Second Lien Claims as permitted hereunder) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the First Lien Claimholders pays the First Lien Priority Debt in full. First Lien Creditor is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this Second Lien Creditor or any such Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan First Lien Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless and until the Payment If any Hedging Bank or any Subordinated Creditor receives or recovers a payment or distribution in Full cash or in kind (including by way of ABL Priority Debt has occurred set-off or combination of accounts): (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantori) and except as otherwise provided in Section 2.1, any ABL Priority Collateralof, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3) received by on account of, any of the Term Loan Claimholders in connection with an Enforcement Action with respect Hedging Debt which is prohibited by Clause 5.2 (Undertakings relating to the Collateral by Hedging Debt); (ii) of, or on account of, any of the Term Loan ClaimholdersSubordinated Debt which is not permitted by Clause 7 (Permitted Payments); or (iii) from (or on behalf of) any Obligor or any other member of the Group on account of the purchase, shall be segregated and held in defeasance, redemption or acquisition of any Subordinated Debt otherwise than to the extent permitted by Clause 7 (Permitted Payments), (each such payment or distribution being a “Turnover Receipt”) the receiving or recovering Hedging Bank or Subordinated Creditor (as the case may be) will promptly notify the Security Agent, will pending payment to the Security Agent hold such Turnover Receipt on trust and forthwith paid over to ABL Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders Security Agent and this authorization is coupled with the Secured Parties and will on demand pay to the Security Agent for application as provided in Clause 11 (Proceeds of Enforcement) an interest amount determined by the Security Agent to be equal to the lesser of: (A) the outstanding balance of the Senior Debt, the Hedging Debt and is irrevocable until Note Debt; and (B) the Payment amount of such Turnover Receipt, less the third party costs and expenses (if any) reasonably incurred by the Hedging Bank or Subordinated Creditor concerned in Full of ABL Priority Debtreceiving or recovering such Turnover Receipt. (b) Unless Each Obligor shall indemnify each Hedging Bank and until Subordinated Creditor upon demand (to the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any extent of its assetsliability for the Hedging Debt or Subordinated Debt) is for the subject amount of an Insolvency Proceeding any Turnover Receipt paid by it to the Security Agent and if such third party costs and expenses incurred by it, and the Hedging Debt or the Subordinated Debt (as appropriate) will not be deemed to have been reduced or discharged in any distribution is received way or to any extent by the Term Loan Claimholders (receipt or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed recovery of the secured claims relevant Turnover Receipt. Any claim or right of the ABL Claimholders indemnity under this paragraph shall constitute Hedging Debt (if owned to a Hedging Bank) or otherwise provides for the Payment in Full of ABL Priority Subordinated Debt), then such distribution shall be segregated and held in trust and forthwith paid over to ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (c) Unless and until If the Payment Bond Trustee receives or recovers a payment or distribution in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by cash or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Priority Collateral, or Proceeds thereof kind (including assets by way of set-off or Proceeds subject to Liens referred to in the final sentence combination of Section 2.3 received by any accounts): (i) under or on account of the ABL Claimholders in connection with an Enforcement Action with respect to the Collateral by Senior Subordinated Guarantee; or (ii) from (or on behalf of) any Obligor or other member of the ABL Claimholders, shall be segregated and held in trust and forthwith paid over to Term Loan Agent for Group (other than Smurfit Kappa Funding or the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of themParent) on account of their ABL the Senior Subordinated Guarantee Debt or the purchase, redemption or acquisition of any Smurfit Kappa Funding Debt, (each such payment or distribution being a “Guarantee Turnover Receipt”) the receiving or recovering Bond Trustee will promptly notify the Security Agent, will pending payment to the Security Agent hold such Guarantee Turnover Receipt on trust for the Security Agent and the Secured Claims Parties and will on demand pay to the Security Agent for application as provided in respect Clause 11 (Proceeds of their interest in Enforcement) an amount equal to the Term Loan Priority Collateral in connection with such Insolvency Proceeding lesser of: (unless such distribution is made under a confirmed plan A) the outstanding balances of reorganization the Senior Debt, the Hedging Debt and the Note Debt; and (B) the amount of such Grantor that is accepted the Guarantee Turnover Receipt, less the third party costs and expenses (if any) reasonably incurred by the requisite affirmative vote of each class composed of Bond Trustee in receiving or recovering the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority CollateralGuarantee Turnover Receipt. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless and until the Payment in Full of ABL First Lien Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1the Debtor), any ABL Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3) 2.3 or the proviso in Section 3.6), received by a Second Lien Creditor or any Second Lien Claimholder in violation of the Term Loan Claimholders Section 4.1(a) above or Section 4.5 (i) in connection with an Enforcement Action with respect to the Collateral by such Second Lien Creditor or any Second Lien Claimholder, or (ii) as a result of the Term Loan Claimholderscollusion by such Second Lien Creditor or any Second Lien Claimholder with the Debtor in violating the rights of First Lien Creditor or any other First Lien Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith paid over to ABL Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debt. (b) Unless and until the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to ABL Agent First Lien Creditor for the benefit of the ABL First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement , for application to the contrary, Term Loan First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. First Lien Creditor is hereby authorized to make any such endorsements as agent for the Second Lien Claimholders may receive and retain any cash, debt, or equity securities on account this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority CollateralFirst Lien Debt. (cb) Unless and until the Payment in Full of Term Loan First Lien Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise expressly provided in Section 2.1, if the Debtor (or any Term Loan Priority Collateral, or Proceeds thereof (including assets or Proceeds of its assets) is the subject to Liens referred to in the final sentence of Section 2.3 an Insolvency Proceeding and if any distribution is received by a Second Lien Creditor or any Second Lien Claimholder on account of the ABL Claimholders their Second Lien Secured Claims in connection with an Enforcement Action with respect to the Collateral by any such Insolvency Proceeding in violation of Section 4.1(a) above (unless such distribution is made under a confirmed plan of reorganization of the ABL ClaimholdersDebtor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent First Lien Creditor for the benefit of the Term Loan First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise directdirect for application to the First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. Term Loan Agent For the avoidance of doubt, except as otherwise expressly provided in Section 2.1, unless and until the Payment in Full of First Lien Priority Debt has occurred, the applicable Second Lien Creditor shall be required to turnover to the First Lien Creditor and the First Lien Creditor shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1 any cash or non-cash distribution received by the Second Lien Claimholders in violation of Section 4.1(a) above on account of their Second Lien Secured Claims pursuant to a confirmed plan of reorganization of the Debtor (unless such distribution is made under a confirmed plan of reorganization of the Debtor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority Debt, but in any event, not including any payments on account of adequate protection received on account of the Second Lien Claims as permitted hereunder) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the First Lien Claimholders pays the First Lien Priority Debt in full. First Lien Creditor is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this Second Lien Creditors or any such Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan First Lien Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless and until the Payment in Full of ABL Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any ABL Grantor) and except as otherwise provided in Section 2.1), any ABL Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3) 2.3 or the proviso in Section 3.6), received by any of the Term Loan Claimholders Agent or any Term Loan Claimholder (i) in connection with an Enforcement Action with respect to the ABL Collateral by Term Loan Agent or any Term Loan Claimholder, or (ii) as a result of the collusion by Term Loan ClaimholdersAgent or any Term Loan Claimholder with any ABL Grantor in violating the rights of ABL Agent or any other ABL Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith promptly (and in no event later than three Business Days) paid over to ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debt. (b) Unless and until the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections Section 2.1, Section 6.5 or Section 6.9, if a an ABL Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (Agent or any of them) Term Loan Claimholder on account of their Term Loan Secured Claims solely in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such ABL Grantor that is accepted by the requisite affirmative vote of each class all classes composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution shall be segregated and held in trust and forthwith promptly (and in no event later than three Business Days) paid over to ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to For the contraryavoidance of doubt, Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (c) Unless unless and until the Payment in Full of Term Loan ABL Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1occurred, any the Term Loan Priority CollateralAgent shall be required to turnover to the ABL Agent and the ABL Agent shall be entitled to apply (or, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence case of non-cash proceeds, hold) in accordance with Section 2.3 4.1 any cash or non-cash distribution received by any the Term Loan Claimholders on account of their Term Loan Secured Claims solely in respect of the ABL Collateral pursuant to a confirmed plan of reorganization of an ABL Grantor (unless such distribution is made under a confirmed plan of reorganization of such ABL Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in connection with an Enforcement Action with Full of ABL Priority Debt) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the Collateral by any of ABL Claimholders pays the ABL Claimholders, shall be segregated and held Priority Debt in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise directfull. Term Loan ABL Agent is hereby authorized to make any such endorsements as agent for the ABL Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority ABL Debt. (dc) Unless Notwithstanding the foregoing, nothing in this Agreement shall prohibit (i) the receipt by the Term Loan Agent or any Term Loan Claimholder of the required payments of interest, principal (including scheduled amortization payments under the Term Loan Credit Agreement as in effect on the date hereof) and until other amounts owed in respect of the Payment in Full of Term Loan Priority Debt has occurred and except so long as otherwise expressly provided in Sections 6.5 such receipt is not (a) the direct or 6.9, if a Grantor (indirect result of the exercise by Term Loan Agent or any Term Loan Claimholder of its assetsrights or remedies as a secured creditor (including set-off) is with respect to ABL Collateral or enforcement in contravention of this Agreement of any Lien on the subject ABL Collateral held by any of an Insolvency Proceeding and if them or (b) as a result of any distribution is received by Term Loan Claimholder's collusion with any ABL Grantor in violating the rights of the ABL Claimholders (within the meaning of Section 9-332 of the UCC or any similar applicable law) with respect to ABL Collateral or (ii) the receipt by the ABL Agent or any ABL Claimholder of them) on account the required payments of their ABL Secured Claims interest, principal and other amounts owed in respect of their interest in the ABL Priority Debt so long as such receipt is not (a) the direct or indirect result of the exercise by the ABL Agent or any ABL Claimholder of rights or remedies as a secured creditor (including set-off) with respect to Term Loan Priority Collateral or enforcement in connection contravention of this Agreement of any Lien held by any of them or (b) as a result of any ABL Claimholder's collusion with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such any Term Loan Grantor that is accepted by in violating the requisite affirmative vote of each class composed of the secured claims rights of the Term Loan Claimholders or otherwise provides for (within the Payment in Full meaning of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit Section 9-332 of the Term Loan Claimholders in the same form as received, UCC or any similar applicable law) with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement respect to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless Except for Permitted Subordinated Debt Payments, Subordinated Creditor agrees not to accept any Distribution in respect of the Subordinated Obligations (from any Obligor or otherwise) nor take Enforcement Action or any other action designed to secure indirectly from any Obligor any payment on account of the Subordinated Obligations without the express, prior written consent of the Senior Creditor, and until the Payment in Full of ABL Priority Subordinated Creditor agrees to pay over to Senior Creditor any payments (other than Permitted Subordinated Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any GrantorPayments permitted to be made hereunder) and except as otherwise provided in Section 2.1, any ABL Priority Collateral, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3) that may be received by it from any of the Term Loan Claimholders in connection with an Enforcement Action Obligor or any other Person (or otherwise with respect to the Collateral by Subordinated Obligations) at any time until the Senior Obligations have been Paid in Full. In case any Distribution or other payment (other than Permitted Subordinated Debt Payments) shall be paid or delivered to Subordinated Creditor under the circumstances described in the preceding sentence before the Senior Obligations shall have been Paid in Full, such Distributions and payments shall not be commingled with any of the Term Loan Claimholdersassets of Subordinated Creditor, shall be segregated and held in trust by Subordinated Creditor for Senior Creditor and forthwith shall be immediately paid and delivered to Senior Creditor or its nominee (in the form received and endorsed over to ABL Agent in the same form as received, with any necessary endorsements Senior Creditor or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debtits nominee). (b) Unless Subordinated Creditor further agrees not to sell, assign, transfer or endorse any Subordinated Obligations to anyone (i) without giving prior written notice of such action to Senior Creditor and until (ii) unless such assignee or transferee agrees in writing (in form and substance reasonably acceptable to the Payment in Full Senior Creditor) to be bound by, and be a party to, this Agreement. Notwithstanding the failure of ABL Priority Debt has occurred Subordinated Creditor to comply with this Section 2.3(b) and except as otherwise expressly provided in Sections 6.5 the failure of any assignee or 6.9transferee to execute or deliver the joinder described above, if a Grantor (the subordination effected hereby shall survive any sale, assignment, pledge, disposition or other transfer of all or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed portion of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (c) Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Priority Collateral, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3 received by any of the ABL Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the ABL Claimholders, shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL AgentSubordinated Obligations, and the provisions set forth in terms of this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will binding upon request promptly pay over to Term Loan Agent any payment received by it in respect the successors and assigns of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority DebtSubordinated Creditor.

Turnover. (a) Unless and until the Payment in Full earlier of ABL Priority Debt the Discharge of Revolving Obligations or the Discharge of the Notes Obligations has occurred (irrespective of occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor) and , except as otherwise provided in Section 2.13.5, (a) any ABL Revolving Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(a) received by the Notes Collateral Agent or any of the Term Loan Claimholders Notes Claimholder in connection with an Enforcement Action with respect to the Collateral by any Exercise of the Term Loan Claimholders, Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to ABL the Revolving Collateral Agent for the benefit of the Revolving Claimholders (subject to the rights of the Grantors under the Revolving Loan Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders direct and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debt. (b) Unless and until any Notes Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the Payment in Full final sentence of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (Section 2.3) or any of its assetsinsurance proceeds described in Section 5.2(b) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (Revolving Collateral Agent or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral Revolving Claimholder in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan an Exercise of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to ABL the Notes Collateral Agent for the benefit of the ABL Notes Claimholders (subject to the rights of the Grantors under the Notes Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything the foregoing, the Trustee and Notes Collateral Agent will only be required to pay over amounts that it has received which are still in this Agreement to the contrary, Term Loan Claimholders may receive its possession and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are which have not on account of their interest in the ABL Priority Collateral. (c) Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Priority Collateral, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3 received by any of the ABL Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the ABL Claimholders, shall be segregated and held in trust and forthwith paid over to Term Loan the Notes Claimholders, provided, that the Trustee and Notes Collateral Agent for shall comply with the benefit obligations set forth in Section 4.2(a) hereof. Each of the Term Loan Claimholders in Notes Collateral Agent and the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Revolving Collateral Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed earlier of the secured claims Discharge of Revolving Obligations or the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority CollateralNotes Obligations. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless and until the Payment in Full of ABL Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1), any ABL Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in Section 2.3(b) or the final sentence of proviso in Section 2.33.7) or any insurance proceeds described in Section 5.2(a), received by any of the Term Loan Claimholders (i) in connection with an Enforcement Action with respect to the Collateral by any of the Term Loan ClaimholdersClaimholders or (ii) otherwise in violation of this Agreement, shall be segregated and held in trust and forthwith paid over to the ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debt. (b) Unless and until the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections Section 6.5 or Section 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class all classes composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to the ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything For the avoidance of doubt, unless and until the Payment in this Agreement Full of ABL Priority Debt has occurred, the Term Agent shall be required to turn over to the contraryABL Agent and the ABL Agent shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1(a) and (b) any cash or non-cash distribution received by the Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of their Term Loan Deficiency Secured Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral.ABL (c) Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1), any Term Loan Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in Section 2.3(b) or the final sentence of proviso in Section 2.3 3.7) or any insurance proceeds described in Section 5.2(b), received by any of the ABL Claimholders (i) in connection with an Enforcement Action with respect to the Collateral by any of the ABL ClaimholdersClaimholders or (ii) otherwise in violation of this Agreement, shall be segregated and held in trust and forthwith paid over to the Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and occurred, except as otherwise expressly provided in Sections Section 6.5 or Section 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class all classes composed of the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to the Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything For the avoidance of doubt, unless and until the Payment in this Agreement Full of Term Priority Debt has occurred, the ABL Agent shall be required to turn over to the contraryTerm Agent and the Term Agent shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1(c) and (d) any cash or non-cash distribution received by the ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account in respect of their interest in the Term Loan Priority CollateralCollateral pursuant to a confirmed plan of reorganization of a Grantor (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the Term Claimholders or otherwise provides for the Payment in Full of Term Priority Debt) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the Term Claimholders pays the Term Debt in full. The Term Agent is hereby authorized (without obligation) to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Priority Debt. (e) Each Term Loan Agent Claimholder agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to the ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to the ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless and until the Payment in Full earlier of Discharge of ABL Priority Debt Obligations or the Discharge of Notes Obligations has occurred (irrespective of occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor) and , except as otherwise provided in Section 2.13.5, (a) any ABL Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(a) received by Notes Agent or any other Notes Claimholder, pursuant to any Notes Document or by the exercise of any rights available to it under applicable law or in any Insolvency Proceeding pursuant to any Exercise of Secured Creditor Remedies or through any other exercise of remedies, after Notes Agent or such other Notes Claimholder obtains actual knowledge or notice from ABL Agent that it has possession of such ABL Priority Collateral and/or such proceeds or as a result of Notes Agent’s or any other Notes Claimholder’s collusion with any Grantor in violating the rights of ABL Agent or any other ABL Claimholder (within the meaning of Section 9-332 of the Term Loan Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the Term Loan ClaimholdersUCC), shall be segregated and held in trust and forthwith paid over to ABL Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debt. (b) Unless and until the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution shall reasonably promptly be segregated and held in trust and forthwith paid over to ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, Term Loan Claimholders may receive and retain (b) any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (c) Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Notes Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3 2.3) or any insurance proceeds described in Section 5.2(b) received by ABL Agent or any other ABL Claimholder, pursuant to any ABL Loan Document or by the exercise of any rights available to it under applicable law or in any Insolvency Proceeding pursuant to any Exercise of Secured Creditor Remedies or through any other exercise of remedies, after ABL Agent or such other ABL Claimholder obtains actual knowledge or notice from Notes Agent that it has possession of such Notes Priority Collateral and/or such proceeds or as a result of ABL Agent’s or any other ABL Claimholder’s collusion with any Grantor in violating the rights of Notes Agent or any other Notes Claimholder (within the meaning of Section 9-332 of the ABL Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the ABL ClaimholdersUCC), shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to Term Loan Notes Agent for the benefit of the Term Loan Notes Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Each of Notes Agent and ABL Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed earlier of the secured claims Discharge of ABL Obligations or the Term Loan Claimholders or otherwise provides for the Payment in Full Discharge of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Notes Obligations. Notes Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive itself and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any each other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent Notes Claimholder agrees that if, at any time, all or any part of any payment with respect to any ABL Priority Debt Obligations secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, to the extent still within its possession, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) Obligations. ABL Agent for itself and each other ABL Claimholder agrees that if, at any time, all or any part of any payment with respect to any Term Loan Priority Debt Notes Obligations secured by any Term Loan Notes Priority Collateral previously made shall be rescinded for any reason whatsoever, and notwithstanding the fact that ABL Obligations under the ABL Credit Agreement are not secured by Notes Priority Collateral, it will upon request promptly pay over to Term Loan Notes Agent any payment received by it in respect of any such Term Loan Notes Priority Collateral and shall promptly turn any such Term Loan Notes Priority Collateral then held by it over to Term Loan Notes Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority DebtNotes Obligations.

Turnover. (a) Unless and until the Payment If any Hedging Bank or any Subordinated Creditor receives or recovers a payment or distribution in Full cash or in kind (including by way of ABL Priority Debt has occurred set-off or combination of accounts): (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantori) and except as otherwise provided in Section 2.1, any ABL Priority Collateralof, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3) received by on account of, any of the Term Loan Claimholders in connection with an Enforcement Action with respect Hedging Debt which is prohibited by Clause 5.2 (Undertakings relating to the Collateral by Hedging Debt); (ii) of, or on account of, any of the Term Loan ClaimholdersSubordinated Debt which is not permitted by Clause 7 (Permitted Payments); or (iii) from (or on behalf of) any Obligor or any other member of the Group on account of the purchase, shall be segregated and held in defeasance, redemption or acquisition of any Subordinated Debt otherwise than to the extent permitted by Clause 7 (Permitted Payments), (each such payment or distribution being a “Turnover Receipt”) the receiving or recovering Hedging Bank or Subordinated Creditor (as the case may be) will promptly notify the Security Agent, will pending payment to the Security Agent hold such Turnover Receipt on trust and forthwith paid over to ABL Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders Security Agent and this authorization is coupled with the Secured Parties and will on demand pay to the Security Agent for application as provided in Clause 11 (Proceeds of Enforcement) an interest amount determined by the Security Agent to be equal to the lesser of: (A) the outstanding balance of the Senior Debt, the Hedging Debt and is irrevocable until Note Debt; and (B) the Payment amount of such Turnover Receipt, less the third party costs and expenses (if any) reasonably incurred by the Hedging Bank or Subordinated Creditor concerned in Full of ABL Priority Debtreceiving or recovering such Turnover Receipt. (b) Unless Each Obligor shall indemnify each Hedging Bank and until Subordinated Creditor upon demand (to the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any extent of its assetsliability for the Hedging Debt or Subordinated Debt) is for the subject amount of an Insolvency Proceeding any Turnover Receipt paid by it to the Security Agent and if such third party costs and expenses incurred by it, and the Hedging Debt or the Subordinated Debt (as appropriate) will not be deemed to have been reduced or discharged in any distribution is received way or to any extent by the Term Loan Claimholders (receipt or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed recovery of the secured claims relevant Turnover Receipt. Any claim or right of the ABL Claimholders indemnity under this paragraph shall constitute Hedging Debt (if owned to a Hedging Bank) or otherwise provides for the Payment in Full of ABL Priority Subordinated Debt), then such distribution shall be segregated and held in trust and forthwith paid over to ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (c) Unless and until If the Payment Bond Trustee receives or recovers a payment or distribution in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by cash or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Priority Collateral, or Proceeds thereof kind (including assets by way of set-off or Proceeds subject to Liens referred to in the final sentence combination of Section 2.3 received by any accounts): (i) under or on account of the ABL Claimholders in connection with an Enforcement Action with respect to the Collateral by Senior Subordinated Guarantee; or (ii) from (or on behalf of) any Obligor or other member of the ABL Claimholders, shall be segregated and held in trust and forthwith paid over to Term Loan Agent for Group (other than JSG Funding or the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of themParent) on account of their ABL the Senior Subordinated Guarantee Debt or the purchase, redemption or acquisition of any JSG Funding Debt, (each such payment or distribution being a “Guarantee Turnover Receipt”) the receiving or recovering Bond Trustee will promptly notify the Security Agent, will pending payment to the Security Agent hold such Guarantee Turnover Receipt on trust for the Security Agent and the Secured Claims Parties and will on demand pay to the Security Agent for application as provided in respect Clause 11 (Proceeds of their interest in Enforcement) an amount equal to the Term Loan Priority Collateral in connection with such Insolvency Proceeding lesser of: (unless such distribution is made under a confirmed plan A) the outstanding balances of reorganization the Senior Debt, the Hedging Debt and the Note Debt; and (B) the amount of such Grantor that is accepted the Guarantee Turnover Receipt, less the third party costs and expenses (if any) reasonably incurred by the requisite affirmative vote of each class composed of Bond Trustee in receiving or recovering the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority CollateralGuarantee Turnover Receipt. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless and until the Payment in Full earlier of Discharge of ABL Priority Debt Obligations or the Discharge of Notes Obligations has occurred (irrespective of occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor) and , except as otherwise provided in Section 2.13.5, (a) any ABL Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(a) received by Notes Agent or any other Notes Claimholder, pursuant to any Notes Document or by the exercise of any rights available to it under applicable law or in any Insolvency Proceeding pursuant to any Exercise of Secured Creditor Remedies or through any other exercise of remedies, after Notes Agent or such other Notes Claimholder obtains actual knowledge or notice from ABL Agent that it has possession of such ABL Priority Collateral and/or such proceeds or as a result of Notes Agent’s or any other Notes Claimholder’s collusion with any Grantor in violating the rights of ABL Agent or any other ABL Claimholder (within the meaning of Section 9-332 of the Term Loan Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the Term Loan ClaimholdersUCC), shall be segregated and held in trust and forthwith paid over to ABL Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debt. (b) Unless and until the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution shall reasonably promptly be segregated and held in trust and forthwith paid over to ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, Term Loan Claimholders may receive and retain (b) any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (c) Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Notes Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3 2.3) or any insurance proceeds described in Section 5.2(b) received by ABL Agent or any other ABL Claimholder, pursuant to any ABL Loan Document or by the exercise of any rights available to it under applicable law or in any Insolvency Proceeding pursuant to any Exercise of Secured Creditor Remedies or through any other exercise of remedies, after ABL Agent or such other ABL Claimholder obtains actual knowledge or notice from Notes Agent that it has possession of such Notes Priority Collateral and/or such proceeds or as a result of ABL Agent’s or any other ABL Claimholder’s collusion with any Grantor in violating the rights of Notes Agent or any other Notes Claimholder (within the meaning of Section 9-332 of the ABL Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the ABL ClaimholdersUCC), shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to Term Loan Notes Agent for the benefit of the Term Loan Notes Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct; provided, however, in the case of any proceeds of Notes Priority Collateral received by ABL Agent or any other ABL Claimholder in connection with a Disposition of Notes Priority Collateral by any Grantor, if a Grantor does not provide prior written notice of such Disposition to ABL Agent specifying the amount and source of such proceeds, neither ABL Agent nor any other ABL Claimholder shall have any obligation to pay over any proceeds of such Disposition to Notes Agent. Term Loan Each of Notes Agent and ABL Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed earlier of the secured claims Discharge of ABL Obligations or the Term Loan Claimholders or otherwise provides for the Payment in Full Discharge of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Notes Obligations. Notes Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive itself and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any each other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent Notes Claimholder agrees that if, at any time, all or any part of any payment with respect to any ABL Priority Debt Obligations secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, to the extent still within its possession, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) Obligations. ABL Agent for itself and each other ABL Claimholder agrees that if, at any time, all or any part of any payment with respect to any Term Loan Priority Debt Notes Obligations secured by any Term Loan Notes Priority Collateral previously made shall be rescinded for any reason whatsoever, and notwithstanding the fact that ABL Obligations under the ABL Credit Agreement are not secured by Notes Priority Collateral, it will upon request promptly pay over to Term Loan Notes Agent any payment received by it in respect of any such Term Loan Notes Priority Collateral and shall promptly turn any such Term Loan Notes Priority Collateral then held by it over to Term Loan Notes Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority DebtNotes Obligations.

Turnover. (a) Unless and until the Payment If any Intercompany Creditor receives or recovers a payment or distribution in Full cash or in kind (including by way of ABL Priority Debt has occurred set-off or combination of accounts): (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantori) and except as otherwise provided in Section 2.1, any ABL Priority Collateralof, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3) received by on account of, any of the Term Loan Claimholders in connection with an Enforcement Action with respect Intercompany Debt which is not permitted by Clause 7 (Permitted Payments); or (ii) from (or on behalf of) any Obligor or any other member of the Group on account of the purchase, defeasance, redemption or acquisition of any Intercompany Debt otherwise than to the Collateral extent permitted by any Clause 7 (Permitted Payments), (each such payment or distribution being a Turnover Receipt) the receiving or recovering Intercompany Creditor will promptly notify the Security Agent, will pending payment to the Security Agent hold such Turnover Receipt on trust for the Security Agent and the Secured Creditors and will on demand pay to the Security Agent for application as provided in Clause 11 (Proceeds of Enforcement) of the Term Loan ClaimholdersFirst Priority Deed an amount determined by the Security Agent to be equal to the lesser of: (A) the outstanding balance of the Senior Debt and the Hedging Debt; and (B) the amount of such Turnover Receipt, shall less the third party costs and expenses (if any) reasonably incurred by the Intercompany Creditor concerned in receiving or recovering such Turnover Receipt. For the avoidance of doubt, an amount may not be segregated demanded under this Clause 8(a) if such amount has already been paid to the Security Agent under clause 8(a) of the First Priority Deed or clause 8(a) of the Additional Notes Priority Deed (and held in trust and forthwith paid over to ABL Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debtvice versa). (b) Unless and until The Parent, the Payment in Full of ABL Priority Debt has occurred and Company and, except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any to the extent that to do so would constitute unlawful financial assistance under the law of its assetsrespective jurisdiction of incorporation, each other Obligor shall indemnify each Intercompany Creditor upon demand (to the extent of its liability for the Intercompany Debt) is for the subject amount of an Insolvency Proceeding any Turnover Receipt paid by it to the Security Agent and if such third party costs and expenses incurred by it, and the Intercompany Debt will not be deemed to have been reduced or discharged in any distribution is received way or to any extent by the Term Loan Claimholders (receipt or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed recovery of the secured claims relevant Turnover Receipt. Any claim or right of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority indemnity under this paragraph shall constitute Intercompany Debt), then such distribution shall be segregated and held in trust and forthwith paid over to ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (c) Unless and until If the Payment Bond Trustee receives or recovers a payment or distribution in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by cash or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Priority Collateral, or Proceeds thereof kind (including assets by way of set-off or Proceeds subject to Liens referred to in the final sentence combination of Section 2.3 received by accounts) from (or on behalf of) any Obligor or other member of the ABL Claimholders in connection with an Enforcement Action with respect to Group (other than Newco 1 or the Collateral by any of the ABL Claimholders, shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of themParent) on account of their ABL the purchase, redemption or acquisition of any Newco 1 Debt (each such payment or distribution being a Purchase Turnover Receipt) the Bond Trustee will promptly notify the Security Agent, will pending payment to the Security Agent hold such Purchase Turnover Receipt on trust for the Security Agent and the Secured Claims Creditors and will on demand pay to the Security Agent for application as provided in respect Clause 11 (Proceeds of their interest in Enforcement) of the Term Loan First Priority Collateral in connection with such Insolvency Proceeding Deed an amount equal to the lesser of: (unless such distribution is made under a confirmed plan A) the outstanding balances of reorganization the Senior Debt and the Hedging Debt; and (B) the amount of such Grantor that is accepted the Purchase Turnover Receipt, less the third party costs and expenses (if any) reasonably incurred by the requisite affirmative vote Bond Trustee in receiving or recovering the Purchase Turnover Receipt. For the avoidance of each class composed doubt, an amount may not be demanded under this Clause 8(c) if such amount has already been paid to the Security Agent under clause 8(c) of the secured claims First Priority Deed or clause 8(c) of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Additional Notes Priority DebtDeed (and vice versa), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless and until Prior to the Payment Tranche A Revolving Credit Facility Termination Date, any payment or distribution (whether in Full of ABL Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced cash, property or securities) that may be received by or against on behalf of any Grantor) and except as otherwise provided in Section 2.1, Tranche B Revolving Lender on account of any ABL Priority Collateral, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3) received by any of the Term Loan Claimholders in connection with an Enforcement Action Obligations with respect to the Collateral by any of the Term Loan Claimholders, Tranche B Revolving Credit Facility other than Permitted Tranche B Payments shall be segregated and held in trust and forthwith promptly paid over to ABL Agent the Administrate Agent, for the benefit of the Secured Parties, in each case, in the same form as received, with any necessary endorsements or as a court endorsements, and each of competent jurisdiction may otherwise direct. ABL the Tranche B Revolving Lenders hereby authorizes the Administrative Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is such Tranche B Revolving Lender (in each case, which authorization, being coupled with an interest interest, is irrevocable). All such payments paid over to the Administrative Agent shall be, as applicable, used to prepay Tranche A Revolving Loans and, if the Tranche A Revolving Loans are paid in full, to Cash Collateralize Letters of Credit or applied in accordance with the provisions of Section 2.18(b) and Section 2.18(g). For purposes of this Agreement, each Lender agrees that in any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, any debt instruments or Equity Interests issued or to be issued by the reorganized or liquidating Borrower or any reorganized or liquidating Loan Party that is irrevocable until allocated to any Tranche B Revolving Lender on account of the Payment Tranche B Revolving Credit Facility in Full a plan of ABL Priority Debt.reorganization or liquidation may be retained by the Tranche B Revolving Lenders, provided that the subordination provisions set forth in Section 2.18(b) and Section 2.18(g), Article X, any other subordination terms set forth herein and any other provision governing the rights among any and all Secured Parties to the extent applicable will apply with like effect to any such debt instruments and Equity Interests issued (provided that no cash payments may be made on account of such allocations with respect to the Tranche B Revolving Credit Facility prior to the receipt by the Secured Parties (other than the Tranche B Revolving Lenders) or their respective designees or assignees of cash in immediately available funds equal to their respective Obligations hereunder, calculated as if this Agreement and the Obligations hereunder have not been terminated, otherwise (b) Unless and until If the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (Administrative Agent or any of its assets) Tranche A Revolving Lender is the subject of an Insolvency Proceeding and if required in any distribution is received by the Term Loan Claimholders (or proceeding under any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the ABL Claimholders Debtor Relief Law or otherwise provides for to disgorge, turn over or otherwise pay to the Payment in Full estate of ABL Priority Debtany Loan Party any amount (a “Recovery”), then such distribution shall be segregated and held in trust and forthwith paid over to ABL Agent for the benefit whether received as proceeds of the ABL Claimholders in the same form as receivedsecurity, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect enforcement of any other portion right of their Term Loan Secured Claims that are not on account of their interest in set-off or otherwise, because such amount was avoided or ordered to be paid or disgorged for any reason, including because it was found to be a fraudulent or preferential transfer, then the ABL Priority Collateral. (c) Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Priority Collateral, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3 received by any of the ABL Claimholders in connection with an Enforcement Action Obligations with respect to the Collateral by any of the ABL Claimholders, Tranche A Revolving Credit Facility shall be segregated and held in trust and forthwith paid over reinstated to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization extent of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall Recovery and deemed to be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated outstanding as if such payment had not occurred and the Tranche A Revolving Credit Facility Termination Date, as applicable, shall be deemed not to have occurred. If this Agreement shall have been madeterminated prior to such Recovery, until the payment and satisfaction this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. Each of the Tranche B Revolving Lenders agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that any benefit of such ABL Priority Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions priorities set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority DebtAgreement.

Turnover. (a) Unless and until the Payment in Full of ABL Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1), any ABL Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.32.3 or the proviso in Section 3.7) or any insurance proceeds described in Section 5.2(a), received by any of the Term Loan Claimholders (i) in connection with an Enforcement Action with respect to the Collateral by any of the Term Loan Claimholders, or (ii) as a result of any collusion by any Term Loan Claimholder with any Grantor in violating the rights of the ABL Claimholders (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith paid over to ABL Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debt. (b) Unless and until the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections Section 6.5 or Section 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class all classes composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything For the avoidance of doubt, unless and until the Payment in this Agreement to the contraryFull of ABL Debt has occurred, Term Loan Agent shall be required to turnover to ABL Agent and ABL Agent shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1(a) any cash or non-cash distribution received by the Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of their Term Loan Deficiency Secured Claims or in respect of their interest in the ABL Priority Collateral pursuant to a confirmed plan of reorganization of a Grantor (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Debt) irrespective of whether such plan of reorganization (or any other Final Order in respect thereof) purports to find that the distribution to the ABL Claimholders pays the ABL Debt in full. To the extent that the confirmed plan of reorganization does not specify whether the Term Loan Claimholders are receiving any particular distribution, in whole or in part, on account of the portion of their Term Loan Secured Claims that are not is in respect of the ABL Priority Collateral, such distribution shall be conclusively presumed to be on account of such portion of their Term Loan Secured Claims that is in respect of their interest in the ABL Term Loan Priority Collateral. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Debt. (c) Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1), any Term Loan Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3 or the proviso in Section 3.7), received by any of the ABL Claimholders (i) in connection with an Enforcement Action with respect to the Collateral by any of the ABL Claimholders, or (ii) as a result of any collusion by any ABL Claimholder with any Grantor in violating the rights of Term Loan Agent or any of the Term Loan Claimholders (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections Section 6.5 or Section 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class all classes composed of the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything For the avoidance of doubt, unless and until the Payment in this Agreement to the contraryFull of Term Loan Debt has occurred, ABL Agent shall be required to turnover to Term Loan Agent and Term Loan Agent shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1(c) any cash or non-cash distribution received by the ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account in respect of their interest in the Term Loan Priority Collateral pursuant to a confirmed plan of reorganization of a Grantor (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Debt) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the Term Loan Claimholders pays the Term Loan Debt in full. To the extent that the confirmed plan of reorganization does not specify whether the ABL Claimholders are receiving any particular distribution, in whole or in part, on account of the portion of their ABL Secured Claims that is in respect of the Term Loan Priority Collateral, such distribution shall be conclusively presumed to be on account of such portion of their ABL Secured Claims that is in respect of their interest in the ABL Priority Collateral. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Debt. (e) Term Loan Agent agrees that ifIf, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, (i) Term Loan Agent agrees that it will upon request promptly pay over to ABL Agent any payment received and then held by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, (ii) each other Term Loan Claimholder shall be obligated, upon request, to promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and to promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and (iii) the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Agent agrees that ifIf, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, (i) ABL Agent agrees that it will upon request promptly pay over to Term Loan Agent any payment received and then held by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, (ii) each other ABL Claimholder shall be obligated, upon request, to promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and to promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and (iii) the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless and until the Payment If any Hedging Bank or any Subordinated Creditor receives or recovers a payment or distribution in Full cash or in kind (including by way of ABL Priority Debt has occurred set-off or combination of accounts): (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantori) and except as otherwise provided in Section 2.1, any ABL Priority Collateralof, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3) received by on account of, any of the Term Loan Claimholders in connection with an Enforcement Action with respect Hedging Debt which is prohibited by Clause 5.2 (Undertakings relating to the Collateral by Hedging Debt); (ii) of, or on account of, any of the Term Loan ClaimholdersSubordinated Debt which is not permitted by Clause 7 (Permitted Payments); or (iii) from (or on behalf of) any Obligor or any other member of the Group on account of the purchase, shall be segregated and held in defeasance, redemption or acquisition of any Subordinated Debt otherwise than to the extent permitted by Clause 7 (Permitted Payments), (each such payment or distribution being a Turnover Receipt) the receiving or recovering Hedging Bank or Subordinated Creditor (as the case may be) will promptly notify the Security Agent, will pending payment to the Security Agent hold such Turnover Receipt on trust and forthwith paid over to ABL Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders Security Agent and this authorization is coupled with the Secured Creditors and will on demand pay to the Security Agent for application as provided in Clause 11 (Proceeds of Enforcement) an interest amount determined by the Security Agent to be equal to the lesser of: (A) the outstanding balance of the Senior Debt and is irrevocable until Hedging Debt; and (B) the Payment amount of such Turnover Receipt, less the third party costs and expenses (if any) reasonably incurred by the Hedging Bank or Subordinated Creditor concerned in Full of ABL Priority Debtreceiving or recovering such Turnover Receipt. (b) Unless Each Obligor shall indemnify each Hedging Bank and until Subordinated Creditor upon demand (to the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any extent of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the ABL Claimholders or otherwise provides liability for the Payment in Full of ABL Priority Hedging Debt or Subordinated Debt), then such distribution shall be segregated and held in trust and forthwith paid over to ABL Agent ) for the benefit amount of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement Turnover Receipt paid by it to the contrary, Term Loan Claimholders may receive Security Agent and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (c) Unless such third party costs and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced expenses incurred by or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Priority Collateral, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3 received by any of the ABL Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the ABL Claimholders, shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agentit, and the provisions set forth Hedging Debt or the Subordinated Debt (as appropriate) will not be deemed to have been reduced or discharged in any way or to any extent by the receipt or recovery of the relevant Turnover Receipt. Any claim or right of indemnity under this Agreement will be reinstated as paragraph shall constitute Hedging Debt (if such payment had not been made, until the payment and satisfaction in full of such ABL Priority owed to a Hedging Bank) or otherwise Subordinated Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless and until the Payment If any Hedging Bank or any Subordinated Creditor receives or recovers a payment or distribution in Full cash or in kind (including by way of ABL Priority Debt has occurred set-off or combination of accounts): (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantori) and except as otherwise provided in Section 2.1, any ABL Priority Collateralof, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3) received by on account of, any of the Term Loan Claimholders in connection with an Enforcement Action with respect Hedging Debt which is prohibited by Clause 5.2 (Undertakings relating to the Collateral by Hedging Debt); (ii) of, or on account of, any of the Term Loan ClaimholdersSubordinated Debt which is not permitted by Clause 7 (Permitted Payments); or (iii) from (or on behalf of) any Obligor or any other member of the Group on account of the purchase, shall be segregated and held in defeasance, redemption or acquisition of any Subordinated Debt otherwise than to the extent permitted by Clause 7 (Permitted Payments), (each such payment or distribution being a TURNOVER RECEIPT) the receiving or recovering Hedging Bank or Subordinated Creditor (as the case may be) will promptly notify the Security Agent, will pending payment to the Security Agent hold such Turnover Receipt on trust and forthwith paid over to ABL Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders Security Agent and this authorization is coupled with the Secured Creditors and will on demand pay to the Security Agent for application as provided in Clause 11 (Proceeds of Enforcement) an interest amount determined by the Security Agent to be equal to the lesser of: (A) the outstanding balance of the Senior Debt, Hedging Debt and is irrevocable until Spanish Bond Debt; and (B) the Payment amount of such Turnover Receipt, less the third party costs and expenses (if any) reasonably incurred by the Hedging Bank or Subordinated Creditor concerned in Full of ABL Priority Debtreceiving or recovering such Turnover Receipt. (b) Unless Each Obligor shall indemnify each Hedging Bank and until Subordinated Creditor upon demand (to the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any extent of its assetsliability for the Hedging Debt or Subordinated Debt) is for the subject amount of an Insolvency Proceeding any Turnover Receipt paid by it to the Security Agent and if such third party costs and expenses incurred by it, and the Hedging Debt or the Subordinated Debt (as appropriate) will not be deemed to have been reduced or discharged in any distribution is received way or to any extent by the Term Loan Claimholders (receipt or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed recovery of the secured claims relevant Turnover Receipt. Any claim or right of the ABL Claimholders indemnity under this paragraph shall constitute Hedging Debt (if owned to a Hedging Bank) or otherwise provides for the Payment in Full of ABL Priority Subordinated Debt), then such distribution shall be segregated and held in trust and forthwith paid over to ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (c) Unless and until If any Bridge Lender, the Payment Bridge Agent, the Exchange Note Trustee or the Bond Trustee receives or recovers a payment or distribution in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by cash or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Priority Collateral, or Proceeds thereof kind (including assets by way of set-off or Proceeds subject to Liens referred to in the final sentence combination of Section 2.3 received by any accounts): (i) under or on account of the ABL Claimholders in connection with an Enforcement Action with respect to the Collateral by Senior Subordinated Guarantee; or (ii) from (or on behalf of) any Obligor or other member of the ABL Claimholders, shall be segregated and held in trust and forthwith paid over to Term Loan Agent for Group (other than Newco 1 or the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of themParent) on account of their ABL the Senior Subordinated Guarantee Debt or the purchase, redemption or acquisition of any Newco 1 Debt, (each such payment or distribution being a GUARANTEE TURNOVER RECEIPT) the receiving or recovering Bridge Lender, Bridge Agent, Exchange Note Trustee or Bond Trustee (as the case may be) will promptly notify the Security Agent, will pending payment to the Security Agent hold such Guarantee Turnover Receipt on trust for the Security Agent and the Secured Claims Creditors and will on demand pay to the Security Agent for application as provided in respect Clause 11 (Proceeds of their interest in Enforcement) an amount equal to the Term Loan Priority Collateral in connection with such Insolvency Proceeding lesser of: (unless such distribution is made under a confirmed plan A) the outstanding balances of reorganization the Senior Debt, the Hedging Debt and the Spanish Bond Debt; and (B) the amount of such Grantor that is accepted the Guarantee Turnover Receipt, less the third party costs and expenses (if any) reasonably incurred by the requisite affirmative vote of each class composed of Bridge Lender or the secured claims of Bond Trustee concerned in receiving or recovering the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority CollateralGuarantee Turnover Receipt. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless and until the Payment in Full of ABL Priority Debt has occurred (irrespective of whether Whether or not any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1, any ABL Priority Collateral, Collateral or Proceeds proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3) received by any holder of the Term Loan Claimholders a Secondary Lien in connection with an Enforcement Action with respect any Exercise of Secured Creditor Remedies relating to the Collateral by any or otherwise in contravention of the Term Loan Claimholders, this Agreement shall be segregated and held in trust and forthwith paid over to ABL Agent applied in accordance with Section 4.1 in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL In the event of the failure of an Agent to make any such endorsement to the applicable Agent holding the senior Prior Lien on such Collateral, each Agent is each hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this applicable Agent. This authorization is coupled with an interest and is irrevocable until the Payment in Full Discharge of ABL Priority DebtObligations, Discharge of Senior Lien Priority Obligations, Discharge of First Lien Priority Obligations and Discharge of Junior Lien Priority Obligations have occurred. (b) Unless and until Nothing in this Agreement shall prohibit the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9receipt by the Senior Lien Agent, if a Grantor (any Senior Lien Claimholders, the First Lien Agent, any First Lien Claimholders, the Junior Lien Agent or any Junior Lien Claimholders of its assets) is the subject required payments of an Insolvency Proceeding interest, principal and if any distribution is received by the Term Loan Claimholders (or any of them) on account of their Term Loan Secured Claims other amounts owed in respect of their interest in Senior Lien Obligations, First Lien Obligations and Junior Lien Obligations, so long as such receipt is not the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan direct or indirect result of reorganization the Exercise of such Grantor that is accepted Secured Creditor Remedies by the requisite affirmative vote Senior Lien Agent, any Senior Lien Claimholders, the First Lien Agent, any First Lien Claimholder, the Junior Lien Agent or any Junior Lien Claimholders of each class composed of the secured claims of the ABL Claimholders rights or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or remedies as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or secured creditor in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (c) Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Priority Collateral, or Proceeds thereof Collateral (including assets set-off) or Proceeds subject to Liens referred to enforcement in the final sentence contravention of Section 2.3 received this Agreement of any Lien held by any of the ABL Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the ABL Claimholders, shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debtthem. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless and until the Payment in Full earlier of the Discharge of ABL Priority Debt Revolving Obligations or the Discharge of Term Obligations has occurred (irrespective of occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor) and , except as otherwise provided in Section 2.13.5, (a) if any Term Agent or any Term Claimholder obtains possession of any ABL Revolving Priority Collateral, Collateral or Proceeds thereof realizes any proceeds or payment in respect of the ABL Revolving Priority Collateral (including in each case, assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3), pursuant to any Term Collateral Document or by the exercise of any rights available to it under applicable law or in any Canadian Insolvency Proceeding or other Insolvency Proceeding or through any other exercise of remedies, at any time when any ABL Re- volving Obligations secured or intended to be secured by such ABL Revolving Priority Collateral remains outstanding or any commitment to extend credit that would constitute ABL Revolving Obligations se- cured or intended to be secured by such ABL Revolving Priority Collateral remains in effect, then it will hold such ABL Revolving Priority Collateral, proceeds or payments in trust on behalf of the ABL Re- volving Collateral Agent and the ABL Revolving Claimholders and reasonably promptly after obtaining actual knowledge or notice from the ABL Revolving Collateral Agent that such Person has possession of such proceeds or payments, transfer or pay over to the ABL Revolving Collateral Agent for the benefit of the ABL Revolving Claimholders, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, and (b) received if ABL Revolving Collateral Agent or any ABL Revolving Claimholder obtains possession of any Notes Priority Collateral or realizes any proceeds or payment in respect of the Notes Priority Collateral (including in each case, assets or proceeds subject to Liens referred to in Section 2.3), pursuant to any ABL Revolving Collateral Document or by the exercise of any rights available to it under applicable law or in any Canadian Insolvency Proceeding or other In- solvency Proceeding or through any other exercise of remedies, at any time when any Term Obligations secured or intended to be secured by such Notes Priority Collateral remains outstanding or any commit- ment to extend credit that would constitute Term Obligations secured or intended to be secured by such Notes Priority Collateral remains in effect, then it will hold such Notes Priority Collateral proceeds or payments in trust on behalf of the Term Loan Agents and the Term Claimholders in connection with an Enforcement Action with respect and reasonably promptly after obtaining actual knowledge or notice from the Applicable Term Agent that such Person has possession of such proceeds or payments, transfer or pay over to the Collateral by any Applicable Term Agent for the benefit of the Term Loan Claimholders, shall be segregated and held in trust and forthwith paid over to ABL Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Each of the Term Agents and the ABL Revolving Collateral Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization other or any Claimholders. This au- thorization is coupled with an interest and is irrevocable until the Payment in Full earlier of the Discharge of ABL Priority Debt. (b) Unless Revolv- ing Obligations or the Discharge of Term Obligations. Each Term Agent for itself and until the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of each Term Claimholder by its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed acceptance of the secured claims of Notes, indebtedness under the ABL Claimholders First Priority Credit Facility or otherwise provides for the Payment in Full of ABL Priority Debt)Pari Passu Lien Indebtedness, then such distribution shall be segregated and held in trust and forthwith paid over to ABL Agent for the benefit of the ABL Claimholders in the same form as receivedapplicable, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (c) Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced here- by or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Priority Collateral, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3 received by any of the ABL Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the ABL Claimholders, shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt Revolving Obligations secured by any ABL Revolving Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Revolving Collateral Agent any payment received by it in respect of any such ABL Revolving Priority Collateral and shall promptly turn any such ABL Revolving Priority Collateral then held by it over to ABL Revolving Collateral Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction satisfac- tion in full of such ABL Priority Debt. (f) Revolving Obligations. The ABL Revolving Collateral Agent for itself and each ABL Revolving Claimholder by its acceptance of the ABL Revolving Obligations, hereby agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt Obligations secured by any Term Loan Notes Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to the Applicable Term Loan Agent any payment received by it in respect of any such Term Loan Notes Priority Collateral and shall promptly turn any such Term Loan Notes Priority Collateral then held by it over to the Applicable Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction satisfac- tion in full of such Term Loan Priority DebtObligations.

Turnover. (a) Unless and until the Payment in Full of ABL Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1), any ABL Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in Section 2.3(b) or the final sentence of proviso in Section 2.33.7) or any insurance proceeds described in Section 5.2(a), received by any of the Term Loan Claimholders (i) in connection with an Enforcement Action with respect to the Collateral by any of the Term Loan ClaimholdersClaimholders or (ii) otherwise in violation of this Agreement, shall be segregated and held in trust and forthwith paid over to the ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debt. (b) Unless and until the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections Section 6.5 or Section 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class all classes composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to the ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything For the avoidance of doubt, unless and until the Payment in this Agreement Full of ABL Priority Debt has occurred, the Term Agent shall be required to turn over to the contraryABL Agent and the ABL Agent shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1(a) and (b) any cash or non-cash distribution received by the Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of their Term Loan Deficiency Secured Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority CollateralCollateral pursuant to a confirmed plan of reorganization of a Grantor (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the ABL Claimholders pays the ABL Debt in full. The ABL Agent is hereby authorized to make any such endorsements as agent for the Term Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debt. (c) Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1), any Term Loan Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in Section 2.3(b) or the final sentence of proviso in Section 2.3 3.7) or any insurance proceeds described in Section 5.2(b), received by any of the ABL Claimholders (i) in connection with an Enforcement Action with respect to the Collateral by any of the ABL ClaimholdersClaimholders or (ii) otherwise in violation of this Agreement, shall be segregated and held in trust and forthwith paid over to the Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and occurred, except as otherwise expressly provided in Sections Section 6.5 or Section 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class all classes composed of the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then - 36 - WEIL:\96331350\2\35899.0561 such distribution shall be segregated and held in trust and forthwith paid over to the Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything For the avoidance of doubt, unless and until the Payment in this Agreement Full of Term Priority Debt has occurred, the ABL Agent shall be required to turn over to the contraryTerm Agent and the Term Agent shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1(c) and (d) any cash or non-cash distribution received by the ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account in respect of their interest in the Term Loan Priority CollateralCollateral pursuant to a confirmed plan of reorganization of a Grantor (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the Term Claimholders or otherwise provides for the Payment in Full of Term Priority Debt) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the Term Claimholders pays the Term Debt in full. The Term Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Priority Debt. (e) Each Term Loan Agent Claimholder agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to the ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to the ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) Each ABL Agent Claimholder agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to the Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to the Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless and until the Payment in Full Discharge of ABL Revolver Priority Debt Obligations has occurred (irrespective of occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor) and , except as otherwise provided in Section 2.13.4, any ABL Revolver Priority Collateral, Collateral or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.32.3 or the proviso in Section 3.6) received by any of the Term Loan Claimholders Agent or any Term Loan Claimholder (a) in connection with an Enforcement Action the Exercise of Secured Creditor Remedies with respect to the Revolver Priority Collateral by Term Loan Agent or any Term Loan Claimholder, or (b) as a result of Term Loan Agent’s or any Term Loan Claimholder’s collusion with any Grantor in violating the rights of Revolver Agent or any Revolver Claimholder (within the meaning of Section 9-332 of the Term Loan ClaimholdersUCC), shall be segregated and held in trust and forthwith paid over to ABL Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debt. (b) Unless and until the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to ABL Revolver Agent for the benefit of the ABL Revolver Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement , for application to the contrary, Revolver Obligations and the Term Loan Claimholders may receive and retain Obligations in accordance with Section 4.1. Revolver Agent is hereby authorized to make any cash, debt, or equity securities on account of such endorsements as agent for Term Loan Deficiency Claims Agent or in respect of any other portion of their such Term Loan Secured Claims that are not on account Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of their interest in the ABL Revolver Priority CollateralObligations. (cb) Unless and until the Payment in Full Discharge of Term Loan Priority Debt Priority. Obligations has occurred (irrespective of occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor) and , except as otherwise provided in Section 2.13.4, any Term Loan Priority Collateral, Collateral or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3 or the proviso in Section 3.6) received by Revolver Agent or any of the ABL Claimholders Revolver Claimholder (a) in connection with an Enforcement Action the Exercise of Secured Creditor Remedies with respect to the Term Loan Priority Collateral by Revolver Agent or any Revolver Claimholder, or (b) as a result of Revolver Agent’s or any Revolver Claimholder’s collusion with any Grantor in violating the rights of Term Loan Agent or any Term Loan Claimholder (within the meaning of Section 9-332 of the ABL ClaimholdersUCC), shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, for application to the Revolver Obligations and the Term Loan Obligations in accordance with Section 4.1. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this Revolver Agent or any such Revolver Claimholders. This authorization is coupled with an interest and is irrevocable until the Payment in Full Discharge of Term Loan Priority DebtObligations. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless and until the Payment in Full earlier of Discharge of ABL Priority Debt Obligations or the Discharge of Notes Obligations has occurred (irrespective of occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor) and , except as otherwise provided in Section 2.13.5, (a) any ABL Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(a) received by Notes Agent or any other Notes Claimholder, pursuant to any Notes Document or by the exercise of any rights available to it under applicable law or in any Insolvency Proceeding pursuant to any Exercise of Secured Creditor Remedies or through any other exercise of remedies, after Notes Agent or such other Notes Claimholder obtains actual knowledge or notice from ABL Agent that it has possession of such ABL Priority Collateral and/or such proceeds or as a result of Notes Agent’s or any other Notes Claimholder’s collusion with any Grantor in violating the rights of ABL Agent or any other ABL Claimholder (within the meaning of Section 9-332 of the Term Loan Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the Term Loan ClaimholdersUCC), shall be segregated and held in trust and forthwith paid over to ABL Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debt. (b) Unless and until the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution shall reasonably promptly be segregated and held in trust and forthwith paid over to ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, Term Loan Claimholders may receive and retain (b) any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (c) Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Notes Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3 2.3) or any insurance proceeds described in Section 5.2(b) received by ABL Agent or any other ABL Claimholder, pursuant to any ABL Loan Document or by the exercise of any rights available to it under applicable law or in any Insolvency Proceeding pursuant to any Exercise of Secured Creditor Remedies or through any other exercise of remedies, after ABL Agent or such other ABL Claimholder obtains actual knowledge or notice from Notes Agent that it has possession of such Notes Priority Collateral and/or such proceeds or as a result of ABL Agent’s or any other ABL Claimholder’s collusion with any Grantor in violating the rights of Notes Agent or any other Notes Claimholder (within the meaning of Section 9-332 of the ABL Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the ABL ClaimholdersUCC), shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to Term Loan Notes Agent for the benefit of the Term Loan Notes Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct; provided, however, in the case of any proceeds of Notes Priority Collateral received by ABL Agent or any other ABL Claimholder in connection with a Disposition of Notes Priority Collateral by any Grantor, if a Grantor does not provide prior written notice of such Disposition to ABL Agent specifying the amount and source of such proceeds, neither ABL Agent nor any other ABL Claimholder shall have any obligation to pay over any proceeds of such Disposition to Notes Agent. Term Loan Each of Notes Agent and ABL Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed earlier of the secured claims Discharge of ABL Obligations or the Term Loan Claimholders or otherwise provides for the Payment in Full Discharge of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Notes Obligations. Notes Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive itself and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any each other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent Notes Claimholder agrees that if, at any time, all or any part of any payment with respect to any ABL Priority Debt Obligations secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) Obligations. ABL Agent for itself and each other ABL Claimholder agrees that if, at any time, all or any part of any payment with respect to any Term Loan Priority Debt Notes Obligations secured by any Term Loan Notes Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Notes Agent any payment received by it in respect of any such Term Loan Notes Priority Collateral and shall promptly turn any such Term Loan Notes Priority Collateral then held by it over to Term Loan Notes Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority DebtNotes Obligations.

Turnover. (a) Unless and until the Payment in Full of ABL Priority First Lien Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1), any ABL Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3) 2.3 or the proviso in Section 3.6), received by Second Lien Agent or any of the Term Loan Claimholders Second Lien Claimholder (i) in connection with an Enforcement Action with respect to the Collateral by Second Lien Agent or any Second Lien Claimholder, or (ii) as a result of the Term Loan Claimholderscollusion by Second Lien Agent or any Second Lien Claimholder with any Grantor in violating the rights of First Lien Agent or any other First Lien Claimholder (within the meaning of section 9-332 of the UCC), shall be segregated and held in trust and forthwith paid over to ABL First Lien Agent subject to the terms hereof and the Pari Passu Intercreditor Agreement, for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL First Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Second Lien Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority First Lien Debt. (b) Unless and until the Payment in Full of ABL Priority First Lien Debt has occurred and except as otherwise expressly provided in Sections Section 2.1, Section 6.5 or Section 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (Second Lien Agent or any of them) Second Lien Claimholder on account of their Term Loan Second Lien Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class all classes composed of the secured claims of the ABL First Lien Claimholders or otherwise provides for the Payment in Full of ABL Priority First Lien Debt), then such distribution shall be segregated and held in trust and forthwith paid over to ABL First Lien Agent for the benefit of the ABL First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement , subject to the contraryterms of the Pari Passu Intercreditor Agreement. For the avoidance of doubt, Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (c) Unless unless and until the Payment in Full of Term Loan Priority First Lien Debt has occurred occurred, the Second Lien Agent shall be required to turnover to the First Lien Agent and the First Lien Agent shall be entitled to apply (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1or, any Term Loan Priority Collateral, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence case of non-cash proceeds, hold) in accordance with Section 2.3 received by 4.1 any of the ABL Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the ABL Claimholders, shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements cash or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any non-cash distribution is received by the ABL Second Lien Claimholders (or any of them) on account of their ABL Second Lien Secured Claims in respect pursuant to a confirmed plan of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding reorganization of a Grantor (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class all classes composed of the secured claims of the Term Loan First Lien Claimholders or otherwise provides for the Payment in Full of Term Loan Priority First Lien Debt), then ) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution shall be segregated and held to the First Lien Claimholders pays the First Lien Debt in trust and forthwith paid over full. First Lien Agent is hereby authorized to Term Loan Agent make any such endorsements as agent for the benefit of the Term Loan Second Lien Claimholders in the same form as received, and this authorization is coupled with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive an interest and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, is irrevocable until the payment and satisfaction Payment in full Full of such ABL Priority First Lien Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless Subject to the terms of the ABL Intercreditor Agreement, if any, unless and until the Payment in Full earlier of ABL Priority Debt the Discharge of First Lien Obligations has occurred (irrespective of occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided , if the Notes Collateral Agent or any Notes Claimholder obtains possession of any Collateral or realizes any proceeds or payment in Section 2.1, any ABL Priority Collateral, or Proceeds thereof respect of the Collateral (including in each case, assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3) received ), pursuant to any Notes Collateral Document or by the exercise of any rights available to it under applicable law or in any Canadian Insolvency Proceeding or other Insolvency Proceeding or through any other exercise of remedies, at any time when any First Lien Obligations secured or intended to be secured by such Collat- eral remains outstanding or any commitment to extend credit that would constitute First Lien Obligations secured or intended to be secured by such Collateral remains in effect, then it will hold such Collateral, proceeds or payments in trust on behalf of the Term Loan First Lien Credit Facility Agent and the First Lien Credit Facility Claimholders in connection with an Enforcement Action with respect and reasonably promptly after obtaining actual knowledge or notice from the First Lien Credit Facility Agent that such Person has possession of such proceeds or payments, transfer or pay over to the Collateral by any First Lien Credit Facility Agent for the benefit of the Term Loan First Lien Credit Facility Claimholders, shall be segregated and held in trust and forthwith paid over to ABL Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL The First Lien Credit Facility Agent is hereby authorized to make any such endorsements en- dorsements as agent for the Term Loan Claimholders Notes Collateral Agent and this any Notes Claimholders. This authorization is coupled with an interest and is irrevocable until the Payment in Full Discharge of ABL Priority Debt. (b) Unless First Lien Obligations. Each Notes Collateral Agent for itself and until the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of each Notes Claimholder by its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed acceptance of the secured claims of the ABL Claimholders Notes or otherwise provides for the Payment in Full of ABL Priority Debt)Pari Passu Lien Indebtedness, then such distribution shall be segregated and held in trust and forthwith paid over to ABL Agent for the benefit of the ABL Claimholders in the same form as receivedapplicable, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (c) Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Priority Collateral, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3 received by any of the ABL Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the ABL Claimholders, shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral First Lien Obligations previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL First Lien Credit Facility Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL First Lien Credit Facility Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority DebtFirst Lien Obligations. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless and until the Payment If any Intercompany Creditor receives or recovers a payment or distribution in Full cash or in kind (including by way of ABL Priority Debt has occurred set-off or combination of accounts): (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantori) and except as otherwise provided in Section 2.1, any ABL Priority Collateralof, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3) received by on account of, any of the Term Loan Claimholders in connection with an Enforcement Action with respect Intercompany Debt which is not permitted by Clause 7 (Permitted Payments); or (ii) from (or on behalf of) any Obligor or any other member of the Group on account of the purchase, defeasance, redemption or acquisition of any Intercompany Debt otherwise than to the Collateral extent permitted by any Clause 7 (Permitted Payments), (each such payment or distribution being a Turnover Receipt) the receiving or recovering Intercompany Creditor will promptly notify the Security Agent, will pending payment to the Security Agent hold such Turnover Receipt on trust for the Security Agent and the Secured Creditors and will on demand pay to the Security Agent for application as provided in Clause 11 (Proceeds of Enforcement) of the Term Loan ClaimholdersFirst Priority Deed an amount determined by the Security Agent to be equal to the lesser of: (A) the outstanding balance of the Senior Debt, shall Hedging Debt and Spanish Bond Debt; and (B) the amount of such Turnover Receipt, less the third party costs and expenses (if any) reasonably incurred by the Intercompany Creditor concerned in receiving or recovering such Turnover Receipt. For the avoidance of doubt, an amount may not be segregated demanded under this Clause 8(a) if such amount has already been paid to the Security Agent under clause 8(a) of the First Priority Deed (and held in trust and forthwith paid over to ABL Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debtvice versa). (b) Unless and until Each Obligor shall indemnify each Intercompany Creditor upon demand (to the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any extent of its assetsliability for the Intercompany Debt) is for the subject amount of an Insolvency Proceeding any Turnover Receipt paid by it to the Security Agent and if such third party costs and expenses incurred by it, and the Intercompany Debt will not be deemed to have been reduced or discharged in any distribution is received way or to any extent by the Term Loan Claimholders (receipt or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed recovery of the secured claims relevant Turnover Receipt. Any claim or right of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority indemnity under this paragraph shall constitute Intercompany Debt), then such distribution shall be segregated and held in trust and forthwith paid over to ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (c) Unless and until If the Payment Bond Trustee receives or recovers a payment or distribution in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by cash or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Priority Collateral, or Proceeds thereof kind (including assets by way of set-off or Proceeds subject to Liens referred to in the final sentence combination of Section 2.3 received by any accounts): (i) under or on account of the ABL Claimholders in connection with an Enforcement Action with respect to the Collateral by Senior Subordinated Guarantee; or (ii) from (or on behalf of) any Obligor or other member of the ABL Claimholders, shall be segregated and held in trust and forthwith paid over to Term Loan Agent for Group (other than Newco 1 or the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of themParent) on account of their ABL the Senior Subordinated Guarantee Debt or the purchase, redemption or acquisition of any Newco 1 Debt, (each such payment or distribution being a Guarantee Turnover Receipt) the Bond Trustee will promptly notify the Security Agent, will pending payment to the Security Agent hold such Guarantee Turnover Receipt on trust for the Security Agent and the Secured Claims Creditors and will on demand pay to the Security Agent for application as provided in respect Clause 11 (Proceeds of their interest in Enforcement) of the Term Loan First Priority Collateral in connection with such Insolvency Proceeding Deed an amount equal to the lesser of: (unless such distribution is made under a confirmed plan A) the outstanding balances of reorganization the Senior Debt, the Hedging Debt and the Spanish Bond Debt; and (B) the amount of such Grantor that is accepted the Guarantee Turnover Receipt, less the third party costs and expenses (if any) reasonably incurred by the requisite affirmative vote Bond Trustee in receiving or recovering the Guarantee Turnover Receipt. For the avoidance of each class composed doubt, an amount may not be demanded under this Clause 8(c) if such amount has already been paid to the Security Agent under clause 8(c) of the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan First Priority DebtDeed (and vice versa), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless and until the Payment in Full of ABL Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any ABL Grantor) and except as otherwise provided in Section 2.1), any ABL Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3) 2.3 or the proviso in Section 3.6), received by any of the Term Loan Claimholders Agent or any Term Loan Claimholder (i) in connection with an Enforcement Action with respect to the ABL Collateral by Term Loan Agent or any Term Loan Claimholder, or (ii) as a result of the collusion by Term Loan ClaimholdersAgent or any Term Loan Claimholder with any ABL Grantor in violating the rights of ABL Agent or any other ABL Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith promptly (and in no event later than three Business Days) paid over to ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debt. (b) Unless and until the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections Section 2.1, Section 6.5 or Section 6.9, if a an ABL Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (Agent or any of them) Term Loan Claimholder on account of their Term Loan Secured Claims solely in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such ABL Grantor that is accepted by the requisite affirmative vote of each class all classes composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution shall be segregated and held in trust and forthwith promptly (and in no event later than three Business Days) paid over to ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to For the contraryavoidance of doubt, Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (c) Unless unless and until the Payment in Full of Term Loan ABL Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1occurred, any the Term Loan Priority CollateralAgent shall be required to turnover to the ABL Agent and the ABL Agent shall be entitled to apply (or, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence case of non-cash proceeds, hold) in accordance with Section 2.3 4.1 any cash or non-cash distribution received by any the Term Loan Claimholders on account of their Term Loan Secured Claims solely in respect of the ABL Collateral pursuant to a confirmed plan of reorganization of an ABL Grantor (unless such distribution is made under a confirmed plan of reorganization of such ABL Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in connection with an Enforcement Action with Full of ABL Priority Debt) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the Collateral by any of ABL Claimholders pays the ABL Claimholders, shall be segregated and held Priority Debt in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise directfull. Term Loan ABL Agent is hereby authorized to make any such endorsements as agent for the ABL Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (fc) ABL Notwithstanding the foregoing, nothing in this Agreement shall prohibit (i) the receipt by the Term Loan Agent agrees that ifor any Term Loan Claimholder of the required payments of interest, at any time, all or part principal (including scheduled amortization payments under the Term Loan Credit Agreement as in effect on the date hereof) and other amounts owed in respect of any payment with respect to any the Term Loan Priority Debt so long as such receipt is not (a) the direct or indirect result of the exercise by Term Loan Agent or any Term Loan Claimholder of rights or remedies as a secured creditor (including set-off) with respect to ABL Collateral or enforcement in contravention of this Agreement of any Lien on the ABL Collateral held by any of them or (b) as a result of any Term Loan Claimholder’s collusion with any ABL Grantor in violating the rights of the ABL Claimholders (within the meaning of Section 9-332 of the UCC or any similar applicable law) with respect to ABL Collateral or (ii) the receipt by the ABL Agent or any ABL Claimholder of the required payments of interest, principal and other amounts owed in respect of the ABL Priority Debt so long as such receipt is not (a) the direct or indirect result of the exercise by the ABL Agent or any ABL Claimholder of rights or remedies as a secured creditor (including set-off) with respect to Term Loan Priority Collateral previously made shall be rescinded for or enforcement in contravention of this Agreement of any reason whatsoever, it will upon request promptly pay over Lien held by any of them or (b) as a result of any ABL Claimholder’s collusion with any Term Loan Grantor in violating the rights of the Term Loan Claimholders (within the meaning of Section 9-332 of the UCC or any similar applicable law) with respect to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority DebtCollateral.

Turnover. (a) Unless and until the Payment in Full earlier of ABL Priority Debt the Discharge of Revolving Obligations or the Discharge of the Notes Obligations has occurred (irrespective of occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor) and , except as otherwise provided in Section 2.13.5, (a) any ABL Revolving Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(a) received by the Notes Collateral Agent or any of the Term Loan Claimholders Notes Claimholder in connection with an Enforcement Action with respect to the Collateral by any Exercise of the Term Loan Claimholders, Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to ABL Agent the Revolving Collateral AgentLender for the benefit of the Revolving Claimholders (subject to the rights of the Grantors under the Revolving Loan Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders direct and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debt. (b) Unless and until any Notes Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the Payment in Full final sentence of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (Section 2.3) or any of its assetsinsurance proceeds described in Section 5.2(b) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (Revolving Collateral AgentLender or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral Revolving Claimholder in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan an Exercise of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to ABL the Notes Collateral Agent for the benefit of the ABL Notes Claimholders (subject to the rights of the Grantors under the Notes Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything the foregoing, the Trustee and Notes Collateral Agent will only be required to pay over amounts that it has received which are still in this Agreement to the contrary, Term Loan Claimholders may receive its possession and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are which have not on account of their interest in the ABL Priority Collateral. (c) Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Priority Collateral, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3 received by any of the ABL Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the ABL Claimholders, shall be segregated and held in trust and forthwith paid over to Term Loan the Notes Claimholders, provided, that the Trustee and Notes Collateral Agent for shall comply with the benefit obligations set forth in Section 4.2(a) hereof. Each of the Term Loan Claimholders in Notes Collateral Agent and the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Agent Revolving Collateral AgentLender is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed earlier of the secured claims Discharge of Revolving Obligations or the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority CollateralNotes Obligations. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless and until the Payment in Full earlier of ABL Priority Debt the Discharge of Revolving Obligations or the Discharge of the Notes Obligations has occurred (irrespective of occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor) and , except as otherwise provided in Section 2.13.5, (a) any ABL Revolving Priority Collateral, Collateral or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3) received by Notes Collateral Agent or any of the Term Loan Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the Term Loan Claimholders, Notes Claimholder shall be segregated and held in trust and forthwith paid over to ABL the Revolving Agent for the benefit of the Revolving Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders direct and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debt. (b) Unless and until any Notes Priority Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the Payment in Full final sentence of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assetsSection 2.3) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (Revolving Agent or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution Revolving Claimholder shall be segregated and held in trust and forthwith paid over to ABL Notes Collateral Agent for the benefit of the ABL Notes Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything ; provided, however, in this Agreement to the contrary, Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect case of any other portion proceeds of their Term Loan Secured Claims that are not on account of their interest in the ABL Notes Priority Collateral. (c) Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Priority Collateral, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3 Collateral received by Revolving Agent or any of the ABL Claimholders Revolving Claimholder in connection with an Enforcement Action with respect to the a Disposition of Notes Priority Collateral by any Grantor, if a Grantor does not provide prior written notice of such Disposition to Revolving Agent specifying the ABL Claimholdersamount and source of such proceeds, neither Revolving Agent nor any Revolving Claimholder shall be segregated have any obligation to pay over any proceeds of such Disposition to Notes Collateral Agent. Each of Notes Collateral Agent and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Revolving Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed earlier of the secured claims Discharge of Revolving Obligations or the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority CollateralNotes Obligations. (e) Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.

Turnover. (a) Unless and until the Payment in Full earlier of ABL Priority Debt the Discharge of Revolving Obligations or the Discharge of Term Loan Obligations has occurred (irrespective of occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor) and , except as otherwise provided in Section 2.13.5, (a) any ABL Revolving Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(a) received by any of the Term Loan Claimholders in connection with an Enforcement Action with respect to the Collateral by Agent or any of the Term Loan ClaimholdersClaimholder, pursuant to any Term Loan Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency Proceeding or through any other exercise of remedies, after Term Loan Agent or such Term Loan Claimholder obtains actual knowledge or notice from Revolving Agent that it has possession of such Revolving Priority Collateral and/or such proceeds, shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to ABL Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debt. (b) Unless and until the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to ABL Revolving Agent for the benefit of the ABL Revolving Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, Term Loan Claimholders may receive direct and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (cb) Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3 2.3) or any insurance proceeds described in Section 5.2(b) received by Revolving Agent or any Revolving Claimholder or through the application of cash or proceeds of Collateral deposited into any account under a deposit account control agreement, pursuant to any Revolving Collateral Document or by the ABL Claimholders exercise of any rights available to it under applicable law or in connection with an Enforcement Action with respect to the any Insolvency Proceeding or through any other exercise of remedies, after Revolving Agent or such Revolving Claimholder obtains actual knowledge or notice from Term Loan Agent that it has possession of such Term Priority Collateral by any of the ABL Claimholdersand/or such proceeds, shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ; provided, however, in the case of any proceeds of Term Priority Collateral received by Revolving Agent or any Revolving Claimholder in connection with a Disposition of Term Priority Collateral by any Grantor prior to a Term Loan Default, if a Grantor does not provide prior written notice of such Disposition to Revolving Agent specifying the amount and source of such proceeds, neither Revolving Agent nor any Revolving Claimholder shall have any obligation to pay over any proceeds of such Disposition to Term Loan Agent. Each of Term Loan Agent and Revolving Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the Payment in Full earlier of the Discharge of Revolving Obligations or the Discharge of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Obligations. Term Loan Agent for the benefit of the itself and each Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral. (e) Term Loan Agent Claimholder agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt Revolving Obligations secured by any ABL Revolving Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Revolving Agent any payment received by it in respect of any such ABL Revolving Priority Collateral and shall promptly turn any such ABL Revolving Priority Collateral then held by it over to ABL Revolving Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Revolving Obligations. Revolving Agent for itself and each Revolving Claimholder agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt Obligations secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority DebtObligations.

Turnover. (a) Unless and until the Payment in Full of ABL Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1), any ABL Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in Section 2.3(b) or the final sentence of proviso in Section 2.33.7) or any insurance proceeds described in Section 5.2(a), received by any of the Term Loan Claimholders (i) in connection with an Enforcement Action with respect to the Collateral by any of the Term Loan ClaimholdersClaimholders or (ii) otherwise in violation of this Agreement, shall be segregated and held in trust and forthwith paid over to the ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority Debt. (b) Unless and until the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections Section 6.5 or Section 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Claimholders (or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class all classes composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to the ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything For the avoidance of doubt, unless and until the Payment in this Agreement Full of ABL Priority Debt has occurred, the Term Agent shall be required to turn over to the contraryABL Agent and the ABL Agent shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1(a) and (b) any cash or non-cash distribution received by the Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of their Term Loan Deficiency Secured Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral.Collateral pursuant to a confirmed plan of reorganization of a Grantor (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the ABL Claimholders pays the ABL Debt in full. The ABL Agent is hereby (c) Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1), any Term Loan Priority Collateral, or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in Section 2.3(b) or the final sentence of proviso in Section 2.3 3.7) or any insurance proceeds described in Section 5.2(b), received by any of the ABL Claimholders (i) in connection with an Enforcement Action with respect to the Collateral by any of the ABL ClaimholdersClaimholders or (ii) otherwise in violation of this Agreement, shall be segregated and held in trust and forthwith paid over to the Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Priority Debt. (d) Unless and until the Payment in Full of Term Loan Priority Debt has occurred and occurred, except as otherwise expressly provided in Sections Section 6.5 or Section 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class all classes composed of the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to the Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything For the avoidance of doubt, unless and until the Payment in this Agreement Full of Term Priority Debt has occurred, the ABL Agent shall be required to turn over to the contraryTerm Agent and the Term Agent shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1(c) and (d) any cash or non-cash distribution received by the ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account in respect of their interest in the Term Loan Priority CollateralCollateral pursuant to a confirmed plan of reorganization of a Grantor (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the Term Claimholders or otherwise provides for the Payment in Full of Term Priority Debt) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the Term Claimholders pays the Term Debt in full. The Term Agent is hereby authorized (without obligation) to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Priority Debt. (e) Each Term Loan Agent Claimholder agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to the ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to the ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Priority Debt. In no event shall the ABL Cap be deemed exceeded solely by the occurrence of any such reinstatement; provided that any ABL Debt outstanding that does not consist of such reinstated amount shall be included in the calculation of ABL Debt for purposes of determining whether the ABL Cap has been exceeded. (f) Each ABL Agent Claimholder agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to the Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to the Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.. In no event shall the Term Cap be deemed exceeded solely by the occurrence of any such reinstatement; provided