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

Application of Proceeds; Turnover Provisions. Prior to the Discharge of Shared Collateral Obligations, the ABL Agent, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with any Exercise of Secured Creditor Remedies with respect to Canadian Pledge Collateral, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, to the Term Agent on behalf of the Term B-4 Lenders for application to the Term Obligations with respect to the Term B-4 Loans in accordance with the terms of the Term Documents, until the Discharge of Term Obligations with respect to the Term B-4 Loans has occurred, second, ratably, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application to the Shared Collateral Obligations in accordance with the terms of the Shared Collateral Documents, until the Discharge of the Shared Collateral Obligations, third, to the ABL Agent on behalf of the ABL Secured Parties in accordance with the ABL Documents, until the Discharge of ABL Obligations has occurred and fourth the balance, if any, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that in the event the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Canadian Pledge Collateral and the Lien granted in favor of each Shared Collateral Agent or the Shared Collateral Secured Parties in respect of such Canadian Pledge Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect to the Canadian Pledge Collateral subject to such avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the ABL Obligations in accordance with the ABL Documents.

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

Application of Proceeds; Turnover Provisions. Prior to the Discharge All proceeds of Shared Collateral Obligations(including any interest earned thereon) resulting from the sale, collection or other disposition of Shared Collateral resulting from any Enforcement Action or that occurs after any Event of Default (as defined in the ABL Agent, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with any Exercise of Secured Creditor Remedies with respect to Canadian Pledge CollateralFirst Priority Documents), whether or not pursuant to an Insolvency Proceeding, or during the pendency of any Insolvency Proceeding shall be distributed as follows: first, first to the Term Agent on behalf of the Term B-4 Lenders First Priority Representative for application to the Term Obligations with respect to the Term B-4 Loans in accordance with the terms of the Term Documents, until the Discharge of Term Obligations with respect to the Term B-4 Loans has occurred, second, ratably, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application to the Shared Collateral First Priority Obligations in accordance with the terms of the Shared Collateral First Priority Documents, until the Discharge First Priority Obligations Payment Date has occurred and thereafter, to the Junior Priority Representative for application in accordance with the terms of the Junior Priority Documents. If any Junior Priority Secured Party obtains possession of the Shared Collateral Obligationsor realizes any proceeds or payment in respect of the Shared Collateral, thirdpursuant to any Junior Priority Security Documents or by the exercise of any rights available to such Junior Priority Secured Party under applicable law or in any Insolvency Proceeding or through any other exercise of remedies, at any time when any First Priority Obligations secured or intended to be secured by such Shared Collateral remains outstanding or any commitment to extend credit that would constitute First Priority Obligations secured or intended to be secured by such Shared Collateral remains in effect, then such Junior Priority Secured Party will hold such Shared Collateral, proceeds or payments in trust for the First Priority Representative and the holders of any First Priority Obligations and transfer such Shared Collateral, proceeds or payments, as the case may be, to the ABL Agent on behalf First Priority Representative. If, at any time, all or part of any payment with respect to any First Priority Obligations previously made are rescinded for any reason whatsoever, each Junior Priority Secured Party will promptly pay over to the ABL Secured Parties First Priority Representative any payment received by it in accordance with respect of any such Shared Collateral and shall promptly turn any such Shared Collateral then held by it over to the ABL DocumentsFirst Priority Representative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of ABL Obligations has occurred payment and fourth the balance, if any, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that satisfaction in the event the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Canadian Pledge Collateral and the Lien granted in favor of each Shared Collateral Agent or the Shared Collateral Secured Parties in respect full all of such Canadian Pledge Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect to the Canadian Pledge Collateral subject to such avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the ABL Obligations in accordance with the ABL DocumentsFirst Priority Obligations.

Application of Proceeds; Turnover Provisions. Prior to the Discharge of Shared Collateral Obligations, the ABL Agent, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge All Common Collateral and all Proceeds thereof proceeds of Common Collateral (including any interest earned thereon) received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with any Exercise of Secured Creditor Remedies with respect to Canadian Pledge Collateralan Enforcement Action, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, first to the Term Agent on behalf of the Term B-4 Lenders respective First Priority Representatives for application to the Term Obligations with respect to the Term B-4 Loans in accordance with the terms of the Term Documents, until the Discharge of Term Obligations with respect to the Term B-4 Loans has occurred, second, ratably, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application to the Shared Collateral respective First Priority Obligations in accordance with the terms of the Shared Collateral Documentsrespective First Priority Documents (and, if then in effect, the First Priority Pari Passu Intercreditor Agreement), until the Discharge First Priority Obligations Payment Date has occurred; provided that the aggregate principal amount of First Priority Obligations constituting debt for borrowed money eligible for application under this clause “first” shall not exceed the Shared Collateral ObligationsMaximum First Priority Obligations Amount (it being understood that the foregoing shall not limit the application to First Priority Obligations constituting accrued and unpaid interest (including interest accruing at the default rate and any Post-Petition Interest), thirdpremiums (including tender premiums and prepayment premiums), underwriting discounts, fees, commissions and expenses (including original issue discount, upfront fees or initial yield payments), attorneys’ fees, costs, expenses and indemnities), second, to the ABL Agent on behalf of the ABL Secured Parties in accordance with the ABL Documents, until the Discharge of ABL Obligations has occurred and fourth the balance, if any, respective Second Priority Representatives for application to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that in the event the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Canadian Pledge Collateral and the Lien granted in favor of each Shared Collateral Agent or the Shared Collateral Secured Parties in respect of such Canadian Pledge Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect to the Canadian Pledge Collateral subject to such avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the ABL respective Second Priority Obligations in accordance with the ABL Documentsterms of the respective Second Priority Documents (and, if then in effect, the Second Priority Pari Passu Intercreditor Agreement); provided that the aggregate principal amount of Second Priority Obligations constituting debt for borrowed money eligible for application under this clause “second” shall not exceed the Maximum Second Priority Obligations Amount (it being understood that the foregoing shall not limit the application to Second Priority Obligations constituting accrued and unpaid interest (including interest accruing at the default rate and any Post-Petition Interest), premiums (including tender premiums and prepayment premiums), underwriting discounts, fees, commissions and expenses (including original issue discount, upfront fees or initial yield payments), attorneys’ fees, costs, expenses and indemnities), third to the respective First Priority Representatives for application to all remaining respective First Priority Obligations in accordance with the terms of the respective First Priority Documents (and, if then in effect, the First Priority Pari Passu Intercreditor Agreement), until the First Priority Obligations Payment Date has occurred and fourth, to the respective Second Priority Representatives for application to all remaining respective Second Priority Obligations in accordance with the terms of the respective Second Priority Documents (and, if then in effect, the Second Priority Pari Passu Intercreditor Agreement). Until the occurrence of the First Priority Obligations Payment Date, any Common Collateral, including any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Designated First Priority Representative, for the benefit of the First Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party hereby authorizes the Designated First Priority Representative to make any such endorsements as agent for the Second Priority Representative (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. Prior All proceeds of Common Collateral (including any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral pursuant to the Discharge any Enforcement Action or that occurs after any Event of Shared Collateral Obligations, the ABL Agent, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with any Exercise of Secured Creditor Remedies with respect to Canadian Pledge CollateralDefault, whether or not pursuant to an Insolvency Proceeding, or during the pendency of any Insolvency Proceeding shall be distributed as follows: first, first to the Term Agent on behalf of the Term B-4 Lenders Pulitzer First Priority Representative for application to the Term Obligations with respect to the Term B-4 Loans in accordance with the terms of the Term Documents, until the Discharge of Term Obligations with respect to the Term B-4 Loans has occurred, second, ratably, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application to the Shared Collateral Pulitzer First Priority Obligations in accordance with the terms of the Shared Collateral Documents, Pulitzer Pari Passu Intercreditor Agreement and the Pulitzer First Priority Documents until the Discharge of the Shared Collateral Obligations, thirdPulitzer First Priority Obligations has occurred and thereafter, to the ABL Agent on behalf of the ABL Secured Parties Pulitzer Second Priority Representative for application in accordance with the ABL Documentsterms of the Pulitzer Second Priority Documents and thereafter, until after payment in full of all the Discharge of ABL Pulitzer First Priority Obligations has occurred and fourth the balance, if anyPulitzer Second Priority Obligations, to the Loan Parties Borrower and the other Grantors or to whosoever their successors and assigns, as their interest may be lawfully entitled to receive the same appear, or as a court of competent jurisdiction may direct; provided . Until the Discharge of the Pulitzer First Priority Obligations has occurred, any Common Collateral, including any Common Collateral constituting proceeds, that may be received by any Pulitzer Second Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Pulitzer First Priority Representative, for the benefit of the Pulitzer First Priority Secured Parties, in the event same form as received, with any necessary endorsements, and each Pulitzer Second Priority Secured Party hereby authorizes the ABL Agent receivesPulitzer First Priority Representative to make any such endorsements as agent for the Pulitzer Second Priority Representative (which authorization, in connection being coupled with an Insolvency Proceedinginterest, any Proceeds of any Canadian Pledge Collateral and the Lien granted in favor of each Shared Collateral Agent or the Shared Collateral Secured Parties in respect of such Canadian Pledge Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect to the Canadian Pledge Collateral subject to such avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the ABL Obligations in accordance with the ABL Documentsis irrevocable).

Application of Proceeds; Turnover Provisions. Prior to the Discharge (a) All proceeds of Shared Collateral Obligations, the ABL AgentCollateral (including any interest earned thereon) resulting from any Enforcement Action, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with any Exercise of Secured Creditor Remedies with respect to Canadian Pledge Collateral, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, to the Term ABL Agent on behalf of the Term B-4 Lenders for application to the Term Obligations with respect to the Term B-4 Loans be applied in accordance with the terms Section 14 of the Term Documents, ABL Security Agreement until the Discharge of Term ABL Secured Obligations with respect to the Term B-4 Loans has occurred, are paid in full; second, ratably, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the First Lien Term B-4 Lenders) for application Loan Agent to the Shared Collateral Obligations be applied in accordance with the terms Section 14 of the Shared Collateral Documents, First Lien Term Loan Security Agreement until the Discharge of the Shared Collateral Obligations, First Lien Term Loan Facility Secured Obligations are paid in full; third, to the ABL Second Lien Term Loan Agent on behalf of the ABL Secured Parties to be applied in accordance with Section 14 of the ABL Documents, Second Lien Term Loan Security Agreement until the Discharge of ABL Second Lien Term Loan Facility Secured Obligations has occurred are paid in full; and fourth the balance, if anyfinally, to the Loan Parties or to whosoever may be lawfully entitled to receive the same relevant Lien Grantor, or as a court of competent jurisdiction may direct; provided that in . (b) All proceeds of the event the ABL Agent receivesUS Term Collateral (including any interest earned thereon) resulting from any Enforcement Action, in connection with and whether or not pursuant to an Insolvency Proceeding, any Proceeds shall be distributed as follows: first, to the First Lien Term Loan Agent to be applied in accordance with Section 14 of any Canadian Pledge Collateral the First Lien Term Loan Security Agreement until the First Lien Term Loan Facility Secured Obligations of the applicable Loan Parties are paid in full; second, to the Second Lien Term Loan Agent to be applied in accordance with Section 14 of the Second Lien Term Loan Security Agreement until the Second Lien Term Loan Facility Secured Obligations of the applicable Loan Parties are paid in full; third, to the ABL Agent to be applied in accordance with Section 14 of the ABL Security Agreement until the ABL Secured Obligations are paid in full; and finally, to the relevant Lien granted in favor of each Shared Collateral Agent or the Shared Collateral Secured Parties in respect of such Canadian Pledge Collateral has been voided, avoided, subordinatedGrantor, or otherwise invalidated by as a court of competent jurisdiction may direct. (1) All proceeds of the European Collateral and the provisions Dutch Collateral (including any interest earned thereon) resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, in payment of Section 5.3 would not be effective, then such Proceeds received ABL Agent costs and expenses incurred by the First Priority Representative with respect to the Canadian Pledge European Collateral subject to and Dutch Collateral or the European Collateral Agent or any other First Priority Secured Party in connection with the realization or enforcement of the European Collateral and/or the Dutch Collateral, until such avoidance, subordination or invalidation shall be appliedcosts and expenses are paid in full; second, to the extent permitted under applicable lawFirst Priority Representative with respect to the European Collateral and Dutch Collateral, to be applied against the First Priority Obligations with respect to the European Collateral and the Dutch Collateral, until such First Priority Obligations are paid in full; third, to the payment European Collateral Agent to be applied against the Second Priority Obligations with respect to the European Collateral and the Dutch Collateral, until such Second Priority Obligations are paid in full; in the case of proceeds of the Dutch Collateral only, fourth, to the ABL Agent to be applied in accordance with Section 14 of the ABL Security Agreement until the ABL Secured Obligations are paid in full; and finally, to the relevant Lien Grantor or payer, or as a court of competent jurisdiction may direct. (c) With respect to each Type of Common Collateral, until the occurrence of the First Priority Obligations Payment Date, no Second Priority Secured Party or Third Priority Secured Party may accept any such Common Collateral, including any such Common Collateral constituting proceeds, in satisfaction, in whole or in part, of the Second Priority Secured Obligations or Third Priority Secured Obligations, as the case may be, in violation of Sections 4.1(a), 4.1(b) or 4.1(b1). Any Common Collateral received by a Second Priority Secured Party or Third Priority Secured Party that is not permitted to be received pursuant to the preceding sentence shall be segregated and held in trust and promptly turned over to the First Priority Representative to be applied in accordance with Section 4.1(a), 4.1(b) or 4.1(b1), as the ABL Documentscase may be, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party and each Third Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative and the Third Priority Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such Common Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations or the Third Priority Obligations, as the case may be, purported to be satisfied by the payment of such Common Collateral shall be immediately reinstated in full as though such payment had never occurred. (d) With respect to each Type of Common Collateral, after the First Priority Obligations Payment Date and prior to the Second Priority Obligations Payment Date, no Third Priority Secured Party may accept any such Common Collateral, including any such Common Collateral constituting proceeds, in satisfaction, in whole or in part, of the Third Priority Secured Obligations in violation of Sections 4.1(a), 4.1(b) or 4.1(b1). Any Common Collateral received by a Third Priority Secured Party that is not permitted to be received pursuant to the preceding sentence shall be segregated and held in trust and promptly turned over to the Second Priority Representative to be applied in accordance with Section 4.1(a), 4.1(b) or 4.1(b1), as the case may be, in the same form as received, with any necessary endorsements, and each Third Priority Secured Party hereby authorizes the Second Priority Representative to make any such endorsements as agent for the Third Priority Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such Common Collateral as contemplated by the immediately preceding sentence, the Third Priority Obligations purported to be satisfied by the payment of such Common Collateral shall be immediately reinstated in full as though such payment had never occurred.

Application of Proceeds; Turnover Provisions. Prior to (a) All proceeds of Collateral (including without limitation any interest earned thereon) resulting from the Discharge sale, collection or other disposition of Shared Collateral Obligations, the ABL Agent, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with or resulting from any Exercise of Secured Creditor Remedies Enforcement Action with respect to Canadian Pledge the Collateral, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, : (i) first to the Term relevant First Lien Agent on behalf or Second Lien Trustee for the payment of costs and expenses of such Creditors in connection with such Enforcement Actions, (ii) second to the Term B-4 Lenders First Lien Agent in an amount not to exceed the First Lien Cap for application to the Term Obligations with respect to the Term B-4 Loans in accordance with the terms of the Term Documents, until the Discharge of Term Obligations with respect to the Term B-4 Loans has occurred, second, ratably, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application to the Shared Collateral First Lien Obligations in accordance with the terms of the Shared Collateral First Lien Documents and permanently reduce the commitments, (iii) third to the Second Lien Trustee in an amount not to exceed the Second Lien Cap for application to the Second Lien Obligations in accordance with the terms of the Second Lien Documents and permanently reduce the commitments, (iv) fourth to the First Lien Agent for application to the First Lien Obligations in accordance with the terms of the First Lien Documents, until the First Lien Discharge of Date has occurred and permanently reduce the Shared Collateral Obligations, third, commitments, (v) fifth to the ABL Agent on behalf of Second Lien Trustee for application to the ABL Secured Parties Second Lien Obligations in accordance with the ABL terms of the Second Lien Documents, until the Second Lien Obligations have been indefeasibly paid in full, (vi) thereafter, after the First Lien Discharge of ABL Date and the date that all Second Lien Obligations has occurred have been satisfied and fourth the balance, if anypaid in full in cash, to the Loan Parties or to whosoever whomever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that in . (b) Until the event occurrence of the ABL Agent receives, in connection with an Insolvency ProceedingFirst Lien Discharge Date, any Proceeds Collateral, including without limitation any such Collateral constituting proceeds, that may be received by any Second Lien Creditor in violation of any Canadian Pledge Collateral this Agreement shall be segregated and the Lien granted held in favor of each Shared Collateral Agent or the Shared Collateral Secured Parties in respect of such Canadian Pledge Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction trust and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect promptly paid over to the Canadian Pledge Collateral subject to such avoidanceFirst Lien Agent, subordination or invalidation shall be applied, to for the extent permitted under applicable law, to the payment benefit of the ABL Obligations First Lien Creditors for application in accordance with clause (a) above, in the ABL Documentssame form as received, with any necessary endorsements, and each Second Lien Creditor hereby authorizes the First Lien Agent to make any such endorsements as agent for the Second Lien Trustee (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. Prior to All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the Discharge sale, collection or other disposition of Shared Common Collateral Obligations, the ABL Agent, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with any Exercise of Secured Creditor Remedies with respect to Canadian Pledge Collateralan Enforcement Action, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, first to the Term Agent on behalf of the Term B-4 Lenders First Lien Senior Priority Representatives for application to the Term Obligations with respect to the Term B-4 Loans in accordance with the terms of the Term Documents, until the Discharge of Term Obligations with respect to the Term B-4 Loans has occurred, second, ratably, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application to the Shared Collateral First Lien Senior Priority Obligations in accordance with the terms of the Shared Collateral First Lien Senior Priority Documents, on a pro rata basis based on the aggregate outstanding principal amount of First Lien Senior Priority Obligations under the First Lien Senior Priority Agreements then outstanding, until the Discharge of the Shared Collateral Obligations, thirdFirst Lien Senior Priority Obligations Payment Date has occurred and thereafter, to the ABL Agent on behalf of the ABL Secured Parties in accordance with the ABL Documents, until the Discharge of ABL Obligations has occurred and fourth the balance, if any, First Lien Junior Priority Representatives for application to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that in the event the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Canadian Pledge Collateral and the First Lien granted in favor of each Shared Collateral Agent or the Shared Collateral Secured Parties in respect of such Canadian Pledge Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect to the Canadian Pledge Collateral subject to such avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the ABL Junior Priority Obligations in accordance with the ABL terms of the First Lien Junior Priority Documents, on a pro rata basis based on the aggregate outstanding principal amount of First Lien Junior Priority Obligations under the First Lien Junior Priority Agreements then outstanding,. Until the occurrence of the First Lien Senior Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any First Lien Junior Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Controlling First Lien Senior Priority Representative, for the benefit of the First Lien Senior Priority Secured Parties, in the same form as received, with any necessary endorsements, and each First Lien Junior Priority Secured Party hereby authorizes the Controlling First Lien Senior Priority Representative to make any such endorsements as agent for the First Lien Junior Priority Representative (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. Prior (a) Subject to the Discharge further provisions of Shared this Section 4.01, Proceeds of Common Collateral Obligationswill be used to pay the Lender Obligations and the Note Obligations in the following order of priority: (i) To pay the fees and expenses of such sale or disposition, including reasonable compensation to agents of and counsel for the ABL Collateral Agent, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge Collateral and all Proceeds thereof received reasonable fees, expenses, liabilities and advances incurred or made by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, the Collateral Agent in connection with the Loan Documents (as defined in the Loan Agreement), and any Exercise of Secured Creditor Remedies with respect other amounts then due and payable to Canadian Pledge Collateral, whether or not the Collateral Agent pursuant to an Insolvency Proceeding, shall be distributed as follows: first, to the Term Agent on behalf Section 21 of the Term B-4 Lenders for application to Lender Security Agreement or Section 16.7 of the Term Loan Agreement, (as each of said Sections, and related definitions, is in effect on the date hereof), until payment in full of such fees, expenses, liabilities, advances and other amounts shall have been made; (ii) To pay (or cash collateralize (if applicable)) any Lender Obligations with respect to in the Term B-4 Loans order , and in accordance with the terms provisions, set forth in the Loan Agreement until payment in full of such Lender Obligations shall have been made; (iii) To pay all reasonable expenses, liabilities and advances incurred or made by the Trustee in connection with the Collateral Documents (as defined in the New Indenture), and any other amounts then due and payable to the Trustee pursuant to Section 7.07 of the New Indenture and, following payment of such amounts to the Trustee, to pay any principal, interest or fees due to the Noteholders and any Qualified Term DocumentsLoans under and as defined in the New Indenture, until the Discharge payment in full of Term Obligations with respect such principal, interest or fees shall have been made; and (iv) Any remaining amounts shall be remitted to the Term B-4 Loans has occurred, second, ratably, Company or the applicable obligor. (b) To the extent that the court in an Insolvency Proceeding authorizes current payments by any Obligor Party of either the fees and expenses of advisors to the Shared Collateral Agents on behalf Agent or the Trustee or of Post-Petition Interest in respect of the Shared Collateral Secured Lender Obligations or the Note Obligations, such payments may be made to and retained by the Lender Parties (other than and the Term B-4 Lenders) for application Note Parties, respectively, and shall not be required to the Shared Collateral Obligations be applied in accordance with the terms order of priorities reflected in Section 4.01(a). For avoidance of doubt, however, the priorities as between the Lender Obligations and the Note Obligations established under Section 4.01(a) and the other provisions of this Agreement shall be taken into account in determining the entitlement of either the Lender Parties or the Note Parties to obtain such current payments. (c) To the extent any Adequate Protection Payment payable to the Note Parties results in a reduction of the Shared Collateral DocumentsNote Obligations, until the Discharge Note Parties shall, upon the turnover of such payment to the Lender Parties as provided above, be subrogated to the rights of the Shared Collateral Obligations, third, to the ABL Agent on behalf of the ABL Secured Parties in accordance with the ABL Documents, until the Discharge of ABL Obligations has occurred and fourth the balance, if any, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that in the event the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Canadian Pledge Collateral and the Lien granted in favor of each Shared Collateral Agent or the Shared Collateral Secured Lender Parties in respect of the Lender Obligations so paid from the proceeds of such Canadian Pledge Adequate Protection Payment; provided that no such right of subrogation shall be enforced until the Lender Obligation Payment Date (assuming for these purposes that Lender Obligations to which the Note Parties are subrogated do not constitute “Lender Obligations”). (d) Until the occurrence of the Lender Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral has been voidedconstituting Proceeds, avoided, subordinated, or otherwise invalidated that may be received by a court any Note Party in violation of competent jurisdiction this Agreement shall be segregated and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect held in trust and promptly paid over to the Canadian Pledge Collateral subject to such avoidanceAgent, subordination or invalidation shall be applied, to for the extent permitted under applicable law, to the payment benefit of the ABL Obligations Lender Parties, in accordance the same form as received, with any necessary endorsements, and each Note Party hereby authorizes the ABL DocumentsCollateral Agent to make any such endorsements as agent for the Trustee (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. Prior (a) Subject to the Discharge further provisions of Shared this Section 4.01, Proceeds of Common Collateral will be used to pay the Lender Obligations and the Note Obligations in the following order of priority: (i) To pay the fees and expenses of such sale or disposition, including reasonable compensation to agents of and counsel for the Collateral Agent, and all reasonable fees, expenses, liabilities and advances incurred or made by the Collateral Agent in connection with the Loan Documents (as defined in the Credit Agreement), and any other amounts then due and payable to the Collateral Agent pursuant to Section 21 of the Lender Security Agreement or Section 10.06 of the Credit Agreement, (as each of said Sections, and related definitions, is in effect on the date hereof), until payment in full of such fees, expenses, liabilities, advances and other amounts shall have been made; (ii) To pay ratably any Lender Obligations constituting unreimbursed amounts, interest and fees due to the Lenders in respect of Letters of Credit outstanding under the Credit Agreement until payment in full of such unreimbursed amounts, interest and fees shall have been made; (iii) To Cash Collateralize ratably any Lender Obligations in respect of undrawn Letters of Credit outstanding under the Credit Agreement, until all such Lender Obligations then outstanding shall have been fully Cash Collateralized; (iv) To pay any Lender Obligations in respect of principal, interest or fees due under any revolving credit facility included in any new Credit Agreement until payment in full of such principal, interest or fees shall have been made; (v) To pay ratably any other Lender Obligations until payment in full of such Lender Obligations shall have been made; (vi) To pay all reasonable expenses, liabilities and advances incurred or made by the Trustee in connection with the Collateral Documents (as defined in the New Indenture), and any other amounts then due and payable to the Trustee pursuant to Section 7.07 of the New Indenture and, following payment of such amounts to the Trustee, to pay any principal, interest or fees due to the Noteholders and any Qualified Term Loans under and as defined in the New Indenture, until payment in full of such principal, interest or fees shall have been made; and (vii) Any remaining amounts shall be remitted to the Company or the applicable obligor. (b) To the extent that the court in an Insolvency Proceeding authorizes current payments by any Obligor Party of either the fees and expenses of advisors to the Collateral Agent or the Trustee or of Post-Petition Interest in respect of the Lender Obligations or the Note Obligations, such payments may be made to and retained by the ABL Agent, each Additional Pari Passu Agent Lender Parties and the Term Agent hereby agree that all Canadian Pledge Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured PartyNote Parties, respectively, in connection with any Exercise of Secured Creditor Remedies with respect and shall not be required to Canadian Pledge Collateral, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, to the Term Agent on behalf of the Term B-4 Lenders for application to the Term Obligations with respect to the Term B-4 Loans applied in accordance with the terms order of priorities reflected in Section 4.01(a). For avoidance of doubt, however, the priorities as between the Lender Obligations and the Note Obligations established under Section 4.01(a) and the other provisions of this Agreement shall be taken into account in determining the entitlement of either the Lender Parties or the Note Parties to obtain such current payments. (c) To the extent any Adequate Protection Payment payable to the Note Parties results in a reduction of the Term DocumentsNote Obligations, until the Discharge Note Parties shall, upon the turnover of Term Obligations with respect such payment to the Term B-4 Loans has occurredLender Parties as provided above, second, ratably, be subrogated to the Shared Collateral Agents on behalf rights of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application to the Shared Collateral Obligations in accordance with the terms of the Shared Collateral Documents, until the Discharge of the Shared Collateral Obligations, third, to the ABL Agent on behalf of the ABL Secured Parties in accordance with the ABL Documents, until the Discharge of ABL Obligations has occurred and fourth the balance, if any, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that in the event the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Canadian Pledge Collateral and the Lien granted in favor of each Shared Collateral Agent or the Shared Collateral Secured Lender Parties in respect of the Lender Obligations so paid from the proceeds of such Canadian Pledge Adequate Protection Payment; provided that no such right of subrogation shall be enforced until the Lender Obligation Payment Date (assuming for these purposes that Lender Obligations to which the Note Parties are subrogated do not constitute "Lender Obligations"). (d) Until the occurrence of the Lender Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral has been voidedconstituting Proceeds, avoided, subordinated, or otherwise invalidated that may be received by a court any Note Party in violation of competent jurisdiction this Agreement shall be segregated and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect held in trust and promptly paid over to the Canadian Pledge Collateral subject to such avoidanceAgent, subordination or invalidation shall be applied, to for the extent permitted under applicable law, to the payment benefit of the ABL Obligations Lender Parties, in accordance the same form as received, with any necessary endorsements, and each Note Party hereby authorizes the ABL DocumentsCollateral Agent to make any such endorsements as agent for the Trustee (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. Prior (a) All proceeds of ABL Priority Collateral (to the Discharge of Shared extent such ABL Priority Collateral Obligationsconstitutes Common Collateral) (including any interest earned thereon) resulting from any Enforcement Action, the ABL Agent, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with any Exercise of Secured Creditor Remedies with respect to Canadian Pledge Collateral, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, to the Term ABL Agent on behalf to be applied in accordance with Section 14 of the Term B-4 Lenders for application to the Term Obligations with respect to the Term B-4 Loans ABL Security Agreement (or, if an Additional ABL Agreement is in effect, in accordance with the terms applicable sections of the then-extant ABL Credit Agreement Loan Documents) until the ABL Secured Obligations are paid in full; second, to the Authorized Term Collateral Agent to be applied in accordance with Section 2.01 of the Term Documents, Intercreditor Agreement until the Discharge of Term Secured Obligations with respect to the Term B-4 Loans has occurred, second, ratablyare paid in full; and finally, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application to the Shared Collateral Obligations in accordance with the terms of the Shared Collateral Documentsrelevant Loan Party, until the Discharge of the Shared Collateral Obligations, third, to the ABL Agent on behalf of the ABL Secured Parties in accordance with the ABL Documents, until the Discharge of ABL Obligations has occurred and fourth the balance, if any, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that in . (b) All proceeds of the event Term Priority Collateral (to the ABL Agent receivesextent such Term Loan Priority Collateral constitutes Common Collateral) (including any interest earned thereon) resulting from any Enforcement Action, in connection with and whether or not pursuant to an Insolvency Proceeding, any Proceeds of any Canadian Pledge Collateral and shall be distributed as follows: first, to the Lien granted in favor of each Shared Authorized Term Collateral Agent or to be applied in accordance with Section 2.01 of the Shared Collateral Term Intercreditor Agreement until the Term Secured Parties Obligations are paid in respect full; second, to the ABL Agent to be applied in accordance with Section 17 of such Canadian Pledge Collateral has been voidedthe ABL Security Agreement (or, avoidedif an Additional ABL Agreement is in effect, subordinatedin accordance with the applicable sections of the then-extant ABL Credit Agreement Loan Documents) until the ABL Secured Obligations are paid in full; and finally, to the relevant Loan Party, or otherwise invalidated by as a court of competent jurisdiction may direct. (c) With respect to each Type of Common Collateral, until the occurrence of the First Priority Obligations Payment Date, no Second Priority Secured Party may accept any such Common Collateral, including any such Common Collateral constituting proceeds, in satisfaction, in whole or in part, of the Second Priority Secured Obligations in violation of Sections 4.1(a) or 4.1(b). Any Common Collateral received by a Second Priority Secured Party that is not permitted to be received pursuant to the preceding sentence shall be segregated and held in trust and promptly turned over to the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent First Priority Representative with respect to such Common Collateral to be applied in accordance with Section 4.1(a) or 4.1(b), as the Canadian Pledge case may be, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such Common Collateral subject as contemplated by the immediately preceding sentence, the Second Priority Obligations purported to such avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to satisfied by the payment of the ABL Obligations such Common Collateral shall be immediately reinstated in accordance with the ABL Documentsfull as though such payment had never occurred.

Application of Proceeds; Turnover Provisions. Prior (a) Subject to the Discharge further provisions of Shared this Section 4.01, Proceeds of Common Collateral will be used to pay the Lender Obligations and the Note Obligations in the following order of priority: (i) To pay the fees and expenses of such sale or disposition, including reasonable compensation to agents of and counsel for the Collateral Agent, and all reasonable fees, expenses, liabilities and advances incurred or made by the Collateral Agent in connection with the Loan Documents, and any other amounts then due and payable to the Collateral Agent pursuant to Section 21 of the Lender Security Agreement or Section 10.06 of the Credit Agreement, (as each of said Sections, and related definitions, is in effect on the date hereof), until payment in full of such fees, expenses, liabilities, advances and other amounts shall have been made; (ii) To pay ratably any Lender Obligations constituting unreimbursed amounts, interest and fees due to the Lenders in respect of Letters of Credit outstanding under the Credit Agreement until payment in full of such unreimbursed amounts, interest and fees shall have been made; (iii) To Cash Collateralize ratably any Lender Obligations in respect of undrawn Letters of Credit outstanding under the Credit Agreement, until all such Lender Obligations then outstanding shall have been fully Cash Collateralized; (iv) To pay any Lender Obligations in respect of principal, interest or fees due under any revolving credit facility included in any new Credit Agreement until payment in full of such principal, interest or fees shall have been made; (v) To pay ratably any other Lender Obligations until payment in full of such Lender Obligations shall have been made; (vi) To pay any principal, interest or fees due to the Noteholders and any Qualified Term Loans under and as defined in the New Indenture, until payment in full of such principal, interest or fees shall have been made; and (vii) Any remaining amounts shall be remitted to the Company or the applicable obligor. (b) To the extent that the court in an Insolvency Proceeding authorizes current payments by any Obligor Party of either the fees and expenses of advisors to the Collateral Agent or the Trustee or of Post-Petition Interest in respect of the Lender Obligations or the Note Obligations, such payments may be made to and retained by the ABL Agent, each Additional Pari Passu Agent Lender Parties and the Term Agent hereby agree that all Canadian Pledge Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured PartyNote Parties, respectively, in connection with any Exercise of Secured Creditor Remedies with respect and shall not be required to Canadian Pledge Collateral, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, to the Term Agent on behalf of the Term B-4 Lenders for application to the Term Obligations with respect to the Term B-4 Loans applied in accordance with the terms order of priorities reflected in Section 4.01(a). For avoidance of doubt, however, the priorities as between the Lender Obligations and the Note Obligations established under Section 4.01(a) and the other provisions of this Agreement shall be taken into account in determining the entitlement of either the Lender Parties or the Note Parties to obtain such current payments. (c) To the extent any Adequate Protection Payment payable to the Note Parties results in a reduction of the Term DocumentsNote Obligations, until the Discharge Note Parties shall, upon the turnover of Term Obligations with respect such payment to the Term B-4 Loans has occurredLender Parties as provided above, second, ratably, be subrogated to the Shared Collateral Agents on behalf rights of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application to the Shared Collateral Obligations in accordance with the terms of the Shared Collateral Documents, until the Discharge of the Shared Collateral Obligations, third, to the ABL Agent on behalf of the ABL Secured Parties in accordance with the ABL Documents, until the Discharge of ABL Obligations has occurred and fourth the balance, if any, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that in the event the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Canadian Pledge Collateral and the Lien granted in favor of each Shared Collateral Agent or the Shared Collateral Secured Lender Parties in respect of the Lender Obligations so paid from the proceeds of such Canadian Pledge Adequate Protection Payment; provided that no such right of subrogation shall be enforced until the Lender Obligation Payment Date (assuming for these purposes that Lender Obligations to which the Note Parties are subrogated do not constitute “Lender Obligations”). (d) Until the occurrence of the Lender Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral has been voidedconstituting Proceeds, avoided, subordinated, or otherwise invalidated that may be received by a court any Note Party in violation of competent jurisdiction this Agreement shall be segregated and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect held in trust and promptly paid over to the Canadian Pledge Collateral subject to such avoidanceAgent, subordination or invalidation shall be applied, to for the extent permitted under applicable law, to the payment benefit of the ABL Obligations Lender Parties, in accordance the same form as received, with any necessary endorsements, and each Note Party hereby authorizes the ABL DocumentsCollateral Agent to make any such endorsements as agent for the Trustee (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. Prior to All proceeds of any applicable Common Collateral (including without limitation any interest earned thereon) resulting from the Discharge sale, collection or other disposition of Shared Collateral Obligations, the ABL Agent, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with any Exercise of Secured Creditor Remedies with respect to Canadian Pledge such Common Collateral, whether or not pursuant to an Insolvency Proceeding, and any distribution in any Insolvency Proceeding in respect of claims secured by such Common Collateral, shall be distributed as follows: first, to the Term Agent holders of Senior Liens on behalf of the Term B-4 Lenders such Common Collateral (for application to the Term Obligations with respect to the Term B-4 Loans in accordance with the terms of the Term Documents, until the Discharge of Term Obligations with respect to the Term B-4 Loans has occurred, second, ratably, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application to the Shared Collateral outstanding Bank Group Obligations in accordance with the terms Bank Group Documents (in the case of Senior Liens held by the Shared Collateral DocumentsBank Group Secured Parties), until the Discharge of the Shared Collateral Obligations, third, or to the ABL Agent on behalf of the ABL Secured Parties in accordance with the ABL Documents, until the Discharge of ABL Obligations has occurred and fourth the balance, if any, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that in the event the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Canadian Pledge Collateral and the Lien granted in favor of each Shared Collateral Agent or the Shared Collateral Secured Parties in respect of such Canadian Pledge Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect to the Canadian Pledge Collateral subject to such avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the ABL outstanding Pension Fund Obligations in accordance with the ABL DocumentsPension Fund Documents (in the case of Senior Liens held by the Pension Fund Secured Parties)) until Paid in Full, second, to the holders of Junior Second Liens on such Common Collateral (for application to the outstanding Bank Group Obligations in accordance with the Bank Group Documents (in the case of Junior Second Liens held by the Bank Group Secured Parties) or to the outstanding Convertible Note Obligations in accordance with the Convertible Note Documents (in the case of Junior Second Liens held by the Convertible Note Secured Parties)) until Paid in Full and thereafter, if applicable, to the holders of Junior Third Liens on such Common Collateral. Any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any holder of a Junior Lien or which is otherwise received in violation of this Agreement shall be segregated and held in trust and promptly paid over to the applicable holder of the Senior Lien on such Common Collateral, in the same form as received, with any necessary endorsements. Each Pension Fund Secured Party hereby authorizes the (i) the Bank Group Representative to make any such endorsements in respect of Pension Fund Collateral as agent for the Pension Fund Representative (which authorization, being coupled with an interest, is irrevocable) and (ii) the Convertible Note Representative to make any such endorsements in respect of Pension Fund Collateral as agent for the Pension Fund Representative (which authorization, being coupled with an interest, is irrevocable). Each Bank Group Secured Party hereby authorizes the Pension Fund Representative to make any such endorsements in respect of Pension Fund Collateral as agent for the Bank Group Representative (which authorization, being coupled with an interest, is irrevocable). Each Convertible Note Secured Party hereby authorizes (i) the Pension Fund Representative and/or the Bank Group Representative to make any such endorsements in respect of Pension Fund Collateral as agent for the Convertible Note Representative (which authorization, being coupled with an interest, is irrevocable) and (ii) the Bank Group Representative to make any such endorsements in respect of the Bank Group Priority Common Collateral as agent for the Convertible Note Representative (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. Prior to the Discharge (a) All proceeds of Shared ABL Priority Collateral Obligations(including any interest earned thereon) resulting from any Enforcement Action, the ABL Agent, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with any Exercise of Secured Creditor Remedies with respect to Canadian Pledge Collateral, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, to the Term Agent on behalf of the Term B-4 Lenders for application First Priority Representative to the Term Obligations with respect to the Term B-4 Loans be applied in accordance with the terms of the Term Documents, then-extant First Priority Documents until the Discharge of Term First Priority Obligations with respect Payment Date has occurred; second, to the Term B-4 Loans has occurredLoan/Notes Representative (or, second, ratablyif no Term Loan/Notes Secured Obligations are then outstanding, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 LendersJunior Priority Representative) for application to the Shared Collateral Obligations be applied in accordance with the terms of the Shared Collateral Documents, then-extant Second Priority Documents until the Discharge of the Shared Collateral Obligations, thirdSecond Priority Obligations are indefeasibly paid in full; and finally, to the ABL Agent on behalf of the ABL Secured Parties in accordance with the ABL Documentsrelevant Grantor, until the Discharge of ABL Obligations has occurred and fourth the balance, if any, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided . (b) Until the occurrence of the First Priority Obligations Payment Date, no Second Priority Secured Party may accept any ABL Priority Collateral, including any ABL Priority Collateral constituting proceeds (but excluding any Specified Term Loan/Notes Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected), in satisfaction, in whole or in part, of the Second Priority Secured Obligations in violation of Sections 4.1(a). Any ABL Priority Collateral, including any ABL Priority Collateral constituting proceeds, received by a Second Priority Secured Party that is not permitted to be received pursuant to the preceding sentence shall be segregated and held in trust and promptly turned over to the First Priority Representative to be applied in accordance with Section 4.1(a) in the event same form as received, with any endorsements reasonably requested by the ABL Agent receivesFirst Priority Representative, in connection and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representatives (which authorization, being coupled with an Insolvency Proceedinginterest, any Proceeds of any Canadian Pledge Collateral and is irrevocable). Upon the Lien granted in favor of each Shared Collateral Agent or the Shared Collateral Secured Parties in respect turnover of such Canadian Pledge ABL Priority Collateral has been voidedas contemplated by the immediately preceding sentence, avoided, subordinated, or otherwise invalidated the Second Priority Obligations purported to be satisfied by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect to the Canadian Pledge Collateral subject to such avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the such ABL Obligations Priority Collateral shall be immediately reinstated in accordance with the ABL Documentsfull as though such payment had never occurred.

Application of Proceeds; Turnover Provisions. Prior to Upon the Discharge occurrence and during the continuance of Shared a Triggering Event and following any Enforcement Action, all proceeds of Collateral Obligations(including without limitation any interest earned thereon but net of any taxes, assessments or prior Liens) resulting from the ABL Agentsale, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge collection or other disposition of Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with or resulting from any Exercise of Secured Creditor Remedies with respect to Canadian Pledge CollateralEnforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be promptly distributed as follows: by the Collateral Agent in the following order of priority: (a) first, with respect to the First Lien Obligations, to the Term First Lien Agent on behalf of the Term B-4 Lenders for application to the Term First Lien Obligations, until the First Lien Obligations with respect Payment Date has occurred, in the following order of priority: (1) FIRST: to the Term B-4 Loans payment of enforcement expenses incurred by the Collateral Agent; (2) SECOND: to the ratable payment of all fees, expenses and indemnities for which the First Lien Agent, First Lien Lenders or Approved Hedge Counterparty have not been paid or reimbursed in accordance with the terms of First Lien Documents (as used in this subsection, a “ratable payment” for any First Lien Lender, the Term Documents, until the Discharge of Term Obligations with respect to the Term B-4 Loans has occurred, second, ratably, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application to the Shared Collateral Obligations in accordance with the terms of the Shared Collateral Documents, until the Discharge of the Shared Collateral Obligations, third, to the ABL Agent on behalf of the ABL Secured Parties in accordance with the ABL Documents, until the Discharge of ABL Obligations has occurred and fourth the balance, if any, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that in the event the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Canadian Pledge Collateral and the First Lien granted in favor of each Shared Collateral Agent or the Shared Collateral Secured Parties in respect Approved Hedge Counterparty shall be, on any date of determination, that proportion which the portion of the total fees, expenses and indemnities owed to such Canadian Pledge Collateral has been voidedFirst Lien Lender, avoidedthe First Lien Agent or the Approved Hedge Counterparty bears to the total aggregate fees, subordinatedexpenses and indemnities owed to all First Lien Lenders, or otherwise invalidated by a court of competent jurisdiction the First Lien Agent and the provisions Approved Hedge Counterparty on such date of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect to the Canadian Pledge Collateral subject to such avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the ABL Obligations in accordance with the ABL Documents.determination);

Application of Proceeds; Turnover Provisions. Prior to All proceeds of Collateral resulting from the Discharge sale, collection or other disposition of Shared Collateral Obligations, the ABL Agent, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with or resulting from any Exercise of Secured Creditor Remedies with respect to Canadian Pledge CollateralEnforcement Action, and whether or not pursuant to an a Insolvency Proceeding, shall be distributed as follows: firstin the following order of priority: (i) to pay the fees and expenses of such sale, collection or disposition, including reasonable compensation and expenses to agents of and counsel for the Collateral Agent, and all reasonable fees, expenses, liabilities and advances incurred or made by the Collateral Agent in connection with this Agreement or the Collateral Documents, and any other amounts then due and payable to the Collateral Agent pursuant to Section 2.03, until payment in full of such fees, expenses, liabilities, advances and other amounts shall have been made; (ii) to pay ratably all reasonable fees, expenses, liabilities and advances incurred or made by the First Lien Representatives in connection with this Agreement or the Collateral Documents, until payment in full of such fees, expenses, liabilities, advances and other amounts shall have been made; (iii) to pay ratably any other First Lien Obligations then due and payable (such payment, in the case of any letters of credit issued under a Credit Agreement, to be applied to the Term posting of cash collateral for First Lien Obligations in respect of such letters of credit whether or not the respective letter of credit shall have been drawn) as certified to the Collateral Agent on behalf by the Company pursuant to an Officers’ Certificate until payment in full of all such First Lien Obligations shall have been made; (iv) to pay ratably all reasonable fees, expenses, liabilities and advances incurred or made by the Term B-4 Lenders Second Lien Representatives in connection with this Agreement or the Collateral Documents, as certified to the Collateral Agent by the Company pursuant to an Officers’ Certificate until payment in full of such fees, expenses, liabilities, advances and other amounts shall have been made; (v) to pay ratably any Second Lien Obligations then due and payable (such payment, in the case of any letters of credit issued under a Credit Agreement, to be applied to the posting of cash collateral for Second Lien Obligations in respect of such letters of credit whether or not the respective letter of credit shall have been drawn), as certified to the Collateral Agent by the Company pursuant to an Officers’ Certificate until payment in full of such Second Lien Obligations shall have been made; and (vi) any remaining amounts shall be remitted to the applicable Loan Party. During the First Lien Obligation Period, any Collateral, including without limitation any Collateral constituting proceeds, that may be received by any Second Lien Secured Party shall be segregated and held in trust and promptly paid over to the Collateral Agent in the same form as received, with any necessary endorsements, for application to the Term Obligations with respect to the Term B-4 Loans in accordance with the terms of the Term Documents, until the Discharge of Term Obligations with respect to the Term B-4 Loans has occurred, second, ratably, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application to the Shared Collateral Obligations in accordance with the terms foregoing provisions of this Section, and each Second Lien Secured Party hereby authorizes the Shared Collateral DocumentsAgent to make any such endorsements as agent for the Second Lien Secured Party receiving such proceeds (which authorization, until the Discharge of the Shared Collateral Obligations, third, to the ABL Agent on behalf of the ABL Secured Parties in accordance with the ABL Documents, until the Discharge of ABL Obligations has occurred and fourth the balance, if any, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that in the event the ABL Agent receives, in connection being coupled with an Insolvency Proceedinginterest, any Proceeds of any Canadian Pledge Collateral and the Lien granted in favor of each Shared Collateral Agent or the Shared Collateral Secured Parties in respect of such Canadian Pledge Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect to the Canadian Pledge Collateral subject to such avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the ABL Obligations in accordance with the ABL Documentsis irrevocable).

Application of Proceeds; Turnover Provisions. Prior to Upon the Discharge occurrence and during the continuance of Shared a Triggering Event and following any Enforcement Action, all proceeds of Collateral Obligations(including without limitation any interest earned thereon but net of any taxes, assessments or prior Liens) resulting from the ABL Agentsale, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge collection or other disposition of Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with or resulting from any Exercise of Secured Creditor Remedies with respect to Canadian Pledge CollateralEnforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be promptly distributed as follows: by the Collateral Agent in the following order of priority: (a) first, with respect to the First Lien Obligations, to the Term First Lien Agent on behalf of the Term B-4 Lenders for application to the Term First Lien Obligations, until the First Lien Obligations with respect Payment Date has occurred, in the following order of priority: (1) FIRST: to the Term B-4 Loans payment of enforcement expenses incurred by the Collateral Agent; (2) SECOND: to the ratable payment of all fees, expenses and indemnities for which the First Lien Agent, First Lien Lenders or an Approved Hedge Counterparty have not been paid or reimbursed in accordance with the terms First Lien Documents (as used in this subsection, a “ratable payment” for any First Lien Lender, the First Lien Agent or an Approved Hedge Counterparty shall be, on any date of determination, that proportion which the portion of the Term Documentstotal fees, until expenses and indemnities owed to such First Lien Lender, the Discharge of Term Obligations with respect First Lien Agent or an Approved Hedge Counterparty bears to the Term B-4 Loans total aggregate fees, expenses and indemnities owed to all First Lien Lenders, the First Lien Agent and all Approved Hedge Counterparties on such date of determination); (3) THIRD: to the ratable payment of accrued and unpaid letter of credit fees, the outstanding amount of unreimbursed drawings under letters of credit, accrued and unpaid interest on, and principal of, the outstanding amount of loans and the outstanding amount of obligations under Lender Hedging Agreements; provided, however, Approved Hedge Counterparty Obligations are netted against any Exempt LC that may be issued to an Approved Hedge Counterparty to remedy an Additional Termination Event as described in Section 4.06 (it being understood that for purposes of this clause (3) the “outstanding amount of obligations under Lender Hedging Agreements” refers to payments owing in connection with an Early Termination Date as defined in the 2002 Master Agreement form promulgated by the ISDA (or equivalent type payment obligation if some other form of Swap Contract is in effect)(as used in this subsection, “ratable payment” means for any First Lien Lender (or First Lien Lender Affiliate, in the case of Lender Hedging Agreements or an Approved Hedge Counterparty, in the case of an Approved Hedge Counterparty Swap Contract), on any date of determination, that proportion which the outstanding amount of accrued and unpaid letter of credit fees, unreimbursed drawings under letters of credit, accrued and unpaid interest on, and principal of, the outstanding amount of loans and the outstanding amount of obligations under Lender Hedging Agreements owed to such First Lien Lender (or First Lien Lender Affiliate, in the case of Lender Hedging Agreements or Approved Hedge Counterparty, in the case of an Approved Hedge Counterparty Swap Contract) bears to the outstanding amount of accrued and unpaid letter of credit fees, unreimbursed drawings under letters of credit, accrued and unpaid interest on, and principal of, the outstanding amount of loans and the outstanding amount of obligations under Lender Hedging Agreements owed to all First Lien Lenders)(and First Lien Lender Affiliates, in the case of Lender Hedging Agreements or Approved Hedge Counterparties, in the case of an Approved Hedge Counterparty Swap Contract); (4) FOURTH: to cash collateralize the letters of credit; and (5) FIFTH: to the payment of the remaining First Lien Obligations, if any, in the order and manner the Required First Lien Secured Parties deem appropriate; and (b) after the First Lien Obligations Payment Date has occurred, second, ratablyoccurred and the First Lien Obligations have been repaid in full, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) Second Lien Agent for application to the Shared Collateral Second Lien Obligations in accordance with the terms of the Shared Collateral Documents, until the Discharge of the Shared Collateral Obligations, third, to the ABL Agent on behalf of the ABL Secured Parties in accordance with the ABL Documents, until the Discharge of ABL Obligations has occurred and fourth the balance, if any, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that in the event the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Canadian Pledge Collateral and the Second Lien granted in favor of each Shared Collateral Agent or the Shared Collateral Secured Parties in respect of such Canadian Pledge Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect to the Canadian Pledge Collateral subject to such avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the ABL Obligations in accordance with the ABL Documents.

Application of Proceeds; Turnover Provisions. Prior to (a) All proceeds of Collateral (including without limitation any interest earned thereon) resulting from the Discharge sale, collection or other disposition of Shared Collateral Obligations, the ABL Agent, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with any Exercise of Secured Creditor Remedies with respect to Canadian Pledge Collateral, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, : (i) first to the Term First Lien Agent on behalf of the Term B-4 Lenders for application to the Term Obligations with respect to the Term B-4 Loans in accordance with the terms of the Term Documents, until the Discharge of Term Obligations with respect to the Term B-4 Loans has occurred, second, ratably, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application to the Shared Collateral First Lien Obligations in accordance with the terms of the Shared Collateral First Lien Documents, until the Discharge of the Shared Collateral Obligations, thirdFirst Lien Obligations has occurred; (ii) second, to the ABL Second Lien Agent on behalf of the ABL Secured Parties for application in accordance with the ABL Second Lien Documents, until the Discharge of ABL the Second Lien Obligations has occurred and fourth the balance, if anyoccurred; (iii) third, to the Loan Parties or Third Lien Agent for application in accordance with the Third Lien Documents, until the Discharge of the Third Lien Obligations has occurred; and (iv) last, to whosoever whomsoever may lawfully be lawfully entitled to receive the same same, or as a court of competent jurisdiction shall direct. (b) Until the occurrence of the Discharge of the First Lien Obligations, any Collateral, including without limitation any such Collateral constituting proceeds, that may direct; provided that be received by any Junior Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien Agent, for the benefit of the First Lien Secured Parties, in the event same form as received, with any necessary endorsements, and each Junior Secured Party hereby authorizes the ABL First Lien Agent receives, in connection with an Insolvency Proceeding, to make any Proceeds of any Canadian Pledge Collateral and such endorsements as agent for the Second Lien granted in favor of each Shared Collateral Agent or the Shared Third Lien Agent (which authorization, being coupled with an interest, is irrevocable). (c) After Discharge of the First Lien Obligations has occurred and until Discharge of the Second Lien Obligations has occurred, any Collateral, including without limitation any such Collateral constituting proceeds, that may be received by any Third Lien Secured Parties Party in respect violation of such Canadian Pledge Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction this Agreement shall be segregated and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect held in trust and promptly paid over to the Canadian Pledge Collateral subject to such avoidanceSecond Lien Agent, subordination or invalidation shall be applied, to for the extent permitted under applicable law, to the payment benefit of the ABL Obligations Second Lien Secured Parties, in accordance the same form as received, with any necessary endorsements, and each Third Lien Secured Party hereby authorizes the ABL DocumentsSecond Lien Agent to make any such endorsements as agent for the Third Lien Agent (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. Prior to (a) All proceeds of the Discharge of Shared Common Collateral Obligations(including any interest earned thereon) resulting from any Enforcement Action or otherwise arising after any Non-Payment at Maturity Event, the ABL Agent, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with any Exercise of Secured Creditor Remedies with respect to Canadian Pledge Collateral, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, to the Term Agent on behalf of the Term B-4 Lenders for application First Lien Representative, to the Term Obligations with respect to the Term B-4 Loans be applied in accordance with the terms Section 4.5 of the Term Documents, Collateral Agency Agreement until the Discharge of Term First Lien Obligations with respect to the Term B-4 Loans has occurred, are paid in full; second, ratably, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application Second Lien Representative, to the Shared Collateral Obligations be applied in accordance with the terms [Section of the Shared Collateral Documents, Second Lien Agreement] until the Discharge of the Shared Collateral Obligations, Second Lien Obligations are paid in full; third, to the ABL Agent on behalf of the ABL Secured Parties Third Lien Representative, to be applied in accordance with [Section of the ABL Documents, Third Lien Agreement] until the Discharge of ABL Third Lien Obligations has occurred are paid in full; and fourth the balance, if anyfinally, to the relevant Loan Parties or to whosoever may be lawfully entitled to receive the same Party, or as a court of competent jurisdiction may direct; provided that in . Neither the event the ABL Agent receives, in connection with an Insolvency Proceeding, First Lien Representative nor any Proceeds other First Lien Secured Party have any obligation of any Canadian Pledge Collateral and nature whatsoever to the Second Lien granted in favor of each Shared Collateral Agent Representative, the Second Lien Secured Parties, the Third Lien Representative or the Shared Collateral Third Lien Secured Parties in respect of such Canadian Pledge Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect to the Canadian Pledge Collateral subject application of proceeds of Common Collateral. The First Lien Representative shall not be deemed to have knowledge or notice of the occurrence of any Non-Payment at Maturity Event with respect to the Second Lien Obligations or the Third Lien Obligations unless the First Lien Representative has received written notice from the Second Lien Representative or Third Lien Representative, as the case may be, referring to this Agreement and stating that a Non-Payment at Maturity Event with respect to some or all of such avoidanceSecond Lien Obligations or Third Lien Obligations has occurred, subordination or invalidation in which case the First Lien Representative shall be appliedconclusively entitled to rely on, and shall be fully protected in relying on, such notice. The Second Lien Representative shall be deemed to have no knowledge or notice of the occurrence of any Non-Payment at Maturity Event with respect to the extent Third Lien Obligations unless the First Lien Representative has received notice from the Third Lien Representative referring to this Agreement and stating that a Non-Payment at Maturity Event with respect to some or all of such Third Lien Obligations has occurred, in which case the Second Lien Representative shall be conclusively entitled to rely on, and shall be fully protected in relying on, such notice. (b) Until the occurrence of the First Lien Obligations Payment Date, no Second Lien Secured Party or Third Lien Secured Party may accept any Common Collateral, including any Common Collateral constituting proceeds, in satisfaction, in whole or in part, of the Second Lien Obligations or Third Lien Obligations, as the case may be, in violation of Section 4.1(a). Any Common Collateral received by a Second Lien Secured Party or Third Lien Secured Party that is not permitted under applicable lawto be received pursuant to the preceding sentence shall be segregated and held in trust and promptly turned over to the First Lien Representative to be applied in accordance with Section 4.1(a) in the same form as received, with any necessary endorsements, and each Second Lien Secured Party and each Third Lien Secured Party hereby authorizes the First Lien Representative to make any such endorsements as agent for the Second Lien Representative and the Third Lien Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such Common Collateral as contemplated by the immediately preceding sentence, the Second Lien Obligations or the Third Lien Obligations, as the case may be, purported to be satisfied by the payment of such Common Collateral shall be deemed by all parties hereto to be reinstated in full as though such payment had never occurred, subject to the ABL rights as set forth in Section 8.12. (c) Following the First Lien Obligations Payment Date, no Third Lien Secured Party may accept any Common Collateral, including any Common Collateral constituting proceeds, in satisfaction, in whole or in part, of the Third Lien Obligations in violation of Section 4.1(a). Any Common Collateral received by a Third Lien Secured Party that is not permitted to be received pursuant to the preceding sentence shall be segregated and held in trust and promptly turned over to the Second Lien Representative to be applied in accordance with Section 4.1(a), in the ABL Documentssame form as received, with any necessary endorsements, and each Third Lien Secured Party hereby authorizes the Second Lien Representative to make any such endorsements as agent for the Third Lien Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such Common Collateral as contemplated by the immediately preceding sentence, the Third Lien Obligations purported to be satisfied by the payment of such Common Collateral shall be deemed by all parties hereto to be reinstated in full as though such payment had never occurred, subject to the rights as set forth in Section 8.12.

Application of Proceeds; Turnover Provisions. Prior to Upon the Discharge occurrence and during the continuance of Shared a Triggering Event and following any Enforcement Action, all proceeds of Collateral Obligations(including without limitation any interest earned thereon but net of any taxes, assessments or prior Liens) resulting from the ABL Agentsale, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge collection or other disposition of Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with or resulting from any Exercise of Secured Creditor Remedies with respect to Canadian Pledge CollateralEnforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be promptly distributed as follows: by the Collateral Agent in the following order of priority: (a) first, with respect to the First Lien Obligations, to the Term First Lien Agent on behalf of the Term B-4 Lenders for application to the Term First Lien Obligations, until the First Lien Obligations with respect Payment Date has occurred, in the following order of priority: (1) FIRST: to the Term B-4 Loans payment of enforcement expenses incurred by the Collateral Agent; (2) SECOND: to the ratable payment of all fees, expenses and indemnities for which the First Lien Agent or First Lien Lenders have not been paid or reimbursed in accordance with the terms First Lien Documents (as used in this subsection, a “ratable payment” for any First Lien Lender or the First Lien Agent shall be, on any date of determination, that proportion which the portion of the Term Documentstotal fees, until expenses and indemnities owed to such First Lien Lender or the Discharge of Term Obligations with respect First Lien Agent bears to the Term B-4 Loans has occurredtotal aggregate fees, second, ratably, expenses and indemnities owed to all First Lien Lenders and the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application to the Shared Collateral Obligations in accordance with the terms of the Shared Collateral Documents, until the Discharge of the Shared Collateral Obligations, third, to the ABL First Lien Agent on behalf such date of the ABL Secured Parties in accordance with the ABL Documents, until the Discharge of ABL Obligations has occurred and fourth the balance, if any, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that in the event the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Canadian Pledge Collateral and the Lien granted in favor of each Shared Collateral Agent or the Shared Collateral Secured Parties in respect of such Canadian Pledge Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect to the Canadian Pledge Collateral subject to such avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the ABL Obligations in accordance with the ABL Documents.determination);

Application of Proceeds; Turnover Provisions. Prior to All proceeds of Collateral (including without limitation any interest earned thereon) resulting from the Discharge sale, collection, or other disposition of Shared Collateral Obligations, the ABL Agent, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with or resulting from any Exercise of Secured Creditor Remedies with respect to Canadian Pledge CollateralEnforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first: (a) first (i) in the case of Credit Agreement Primary Collateral, ratably to each Credit Agreement Representative based on outstanding unpaid Credit Agreement Obligations of each Credit Agreement for application in accordance with such Credit Agreement and (ii) in the case of Secured Counterparty Primary Collateral, ratably to each Secured Counterparty based on the outstanding unpaid Secured Counterparty Obligations of each Secured Counterparty for application in accordance with such Secured Counterparty’s Secured Counterparty Documents; (b) second (i) in the case of Secured Counterparty Primary Collateral and after the Secured Counterparty Obligations have been satisfied and paid in full under clause (a)(ii) above, ratably to each Credit Agreement Representative based on outstanding unpaid Credit Agreement Obligations of each Credit Agreement for application in accordance with such Credit Agreement and (ii) in the case of Credit Agreement Primary Collateral and after the Credit Agreement Obligations have been satisfied and paid in full under clause (a)(i) above, ratably to each Secured Counterparty based on the outstanding unpaid Secured Counterparty Obligations of each Secured Counterparty for application in accordance with such Secured Counterparty’s Secured Counterparty Documents; and (c) third, to the Term Agent on behalf of the Term B-4 Lenders Sowood for application to the Term Obligations with respect to the Term B-4 Loans in accordance with the terms Sowood Documents. Any Collateral, including without limitation any such Collateral constituting proceeds, that may be received by any Secured Party in violation of the Term Documents, until the Discharge of Term Obligations with respect this Agreement shall be segregated and held in trust and promptly paid over to the Term B-4 Loans has occurred, second, ratably, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application to the Shared Collateral Obligations in accordance with the terms of the Shared Collateral Documents, until the Discharge of the Shared Collateral Obligations, third, to the ABL Agent on behalf of the ABL Secured Parties in accordance with the ABL Documents, until the Discharge of ABL Obligations has occurred and fourth the balance, if any, to the Loan Parties or to whosoever may be lawfully Party who was entitled to receive such Collateral, in the same or form as a court of competent jurisdiction may direct; provided that in received, with any necessary endorsements, and each Secured Party hereby authorizes each other Secured Party to make any such endorsements as agent for the event Secured Party entitled to the ABL Agent receivesendorsement (which authorization, in connection being coupled with an Insolvency Proceedinginterest, any Proceeds of any Canadian Pledge Collateral and the Lien granted in favor of each Shared Collateral Agent or the Shared Collateral Secured Parties in respect of such Canadian Pledge Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect to the Canadian Pledge Collateral subject to such avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the ABL Obligations in accordance with the ABL Documentsis irrevocable).

Application of Proceeds; Turnover Provisions. Prior to the Discharge The Second Lien Representative, on behalf of Shared Collateral Obligations, the ABL Agent, each Additional Pari Passu Agent itself and the Term Agent hereby agree other Second Lien Secured Parties, agrees that all Canadian Pledge it will not take or receive any Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, proceeds of Collateral in connection with the exercise of any Exercise of Secured Creditor Remedies right or remedy (including set-off or recoupment) with respect to Canadian Pledge any Collateral, and that any Collateral or proceeds taken or received by it for any reason will be paid over to the First Lien Representative, unless and until all First Lien Obligations have been Paid in Full. Without limiting the generality of the foregoing, until all First Lien Obligations have been Paid in Full, the sole right of the Second Lien Representative and the other Second Lien Secured Parties with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after all First Lien Obligations have been Paid in Full in accordance with the terms of the Second Lien Collateral Documents and applicable law. All proceeds of Collateral (including without limitation any interest earned thereon, including any Post-Petition Interest) resulting from the sale, collection or other disposition of Collateral in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, first to the Term Agent on behalf of the Term B-4 Lenders First Lien Representative for application to the Term Obligations with respect to the Term B-4 Loans in accordance with the terms of the Term Documents, until the Discharge of Term Obligations with respect to the Term B-4 Loans has occurred, second, ratably, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application to the Shared Collateral First Lien Obligations in accordance with the terms of the Shared Collateral First Lien Loan Documents, until the Discharge of the Shared Collateral Obligations, thirdFirst Lien Obligations have been Paid in Full and thereafter, to the ABL Agent on behalf of the ABL Secured Parties Second Lien Representative for application in accordance with the ABL Second Lien Loan Documents. Until the Payment in Full of the First Lien Obligations, until the Discharge any Collateral, including without limitation any such Collateral constituting proceeds, that may be received by any Second Lien Secured Party in violation of ABL Obligations has occurred this Agreement shall be segregated and fourth the balance, if any, held in trust and promptly paid over to the Loan Parties or to whosoever may be lawfully entitled to receive First Lien Representative, for the benefit of the First Lien Secured Parties, in the same or form as a court of competent jurisdiction may direct; provided that in received, with any necessary endorsements, and each Second Lien Secured Party hereby authorizes the event First Lien Representative to make any such endorsements as agent for the ABL Agent receivesSecond Lien Secured Parties (which authorization, in connection being coupled with an Insolvency Proceedinginterest, any Proceeds of any Canadian Pledge Collateral and the Lien granted in favor of each Shared Collateral Agent or the Shared Collateral Secured Parties in respect of such Canadian Pledge Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect to the Canadian Pledge Collateral subject to such avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the ABL Obligations in accordance with the ABL Documentsis irrevocable).

Application of Proceeds; Turnover Provisions. Prior to the Discharge (a) The Second Lien Representative, on behalf of Shared Collateral Obligations, the ABL Agent, each Additional Pari Passu Agent itself and the Term Agent hereby agree Second Lien Secured Parties, agrees that all Canadian Pledge it will not take or receive any Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, proceeds of Collateral in connection with the exercise of any Exercise of Secured Creditor Remedies right or remedy (including set-off or recoupment) with respect to Canadian Pledge Collateralany Collateral in contravention of this Agreement, and that any Collateral or proceeds taken or received by it for any reason in contravention of this Agreement will be paid over to the First Lien Representative, unless and until all First Lien Obligations have been Paid in Full. (b) All proceeds of Collateral (including without limitation any interest earned thereon, including any Post-Petition Interest) resulting from the sale, collection or other disposition of Collateral in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency ProceedingProceeding with respect to any Grantor, shall be distributed as follows: first, first to the Term Agent on behalf of the Term B-4 Lenders First Lien Representative for application to the Term Obligations with respect to the Term B-4 Loans in accordance with the terms of the Term Documents, until the Discharge of Term Obligations with respect to the Term B-4 Loans has occurred, second, ratably, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application to the Shared Collateral First Lien Obligations in accordance with the terms of the Shared First Lien Collateral Documents, until the Discharge of First Lien Obligations have been Paid in Full, second, to the Shared Second Lien Representative for application in accordance with the Second Lien Collateral Obligations, Documents and third, to the ABL Agent on behalf of the ABL Secured Parties in accordance with the ABL Documents, until the Discharge of ABL Obligations has occurred and fourth the balance, if any, to the Loan Parties Company or to whosoever such other Person as may be lawfully entitled to receive the same such proceeds or as a court of competent jurisdiction may direct; provided . Until the Payment in Full of the First Lien Obligations, any Collateral, including without limitation any such Collateral constituting proceeds, that may be received by any Second Lien Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien Representative, for the benefit of the First Lien Secured Parties, in the event same form as received, with any necessary endorsements, and each Second Lien Secured Party hereby authorizes the ABL Agent receivesFirst Lien Representative to make any such endorsements as agent for the Second Lien Secured Parties (which authorization, in connection being coupled with an Insolvency Proceedinginterest, any Proceeds of any Canadian Pledge Collateral and is irrevocable). Notwithstanding the foregoing, no Second Lien granted Secured Party shall be obligated to return funds received in favor of each Shared Collateral Agent or the Shared Collateral Secured Parties accordance with this Section 4.01(b) in respect of such Canadian Pledge Collateral has been voided, avoided, subordinated, or otherwise invalidated any claim by a court First Lien Secured Party pursuant to clause (a)(ii) of competent jurisdiction and the provisions definition of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect to the Canadian Pledge Collateral subject to such avoidance, subordination or invalidation shall be applied, “Payment in Full” to the extent permitted under applicable law, such funds were received prior to the payment making of the ABL Obligations in accordance with the ABL Documentssuch claim.

Application of Proceeds; Turnover Provisions. Prior to Upon the Discharge occurrence and during the continuance of Shared a Triggering Event and following any Enforcement Action, all proceeds of Collateral Obligations(including without limitation any interest earned thereon but net of any taxes, assessments or prior Liens) resulting from the ABL Agentsale, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge collection or other disposition of Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with or resulting from any Exercise of Secured Creditor Remedies with respect to Canadian Pledge CollateralEnforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be promptly distributed as follows: by the Collateral Agent in the following order of priority: (a) first, with respect to the First Lien Obligations, to the Term First Lien Agent on behalf of the Term B-4 Lenders for application to the Term First Lien Obligations, until the First Lien Obligations with respect Payment Date has occurred, in the following order of priority: (1) FIRST: to the Term B-4 Loans payment of enforcement expenses incurred by the Collateral Agent; (2) SECOND: to the ratable payment of all fees, expenses and indemnities for which the First Lien Agent, First Lien Lenders or Approved Hedge Counterparty have not been paid or reimbursed in accordance with the terms First Lien Documents (as used in this subsection, a “ratable payment” for any First Lien Lender, the First Lien Agent or the Approved Hedge Counterparty shall be, on any date of determination, that proportion which the portion of the Term Documentstotal fees, until expenses and indemnities owed to such First Lien Lender, the Discharge of Term Obligations with respect First Lien Agent or the Approved Hedge Counterparty bears to the Term B-4 Loans has occurredtotal aggregate fees, secondexpenses and indemnities owed to all First Lien Lenders, ratably, the First Lien Agent and the Approved Hedge Counterparty on such date of determination); (3) THIRD: to the Shared Collateral Agents on behalf ratable payment of accrued and unpaid letter of credit fees, the Shared Collateral Secured Parties (other than outstanding amount of unreimbursed drawings under letters of credit, accrued and unpaid interest on, and principal of, the Term B-4 Lenders) for application to outstanding amount of loans and the Shared Collateral outstanding amount of obligations under Lender Hedging Agreements; provided, however, Approved Hedge Counterparty Obligations in accordance with the terms of the Shared Collateral Documents, until the Discharge of the Shared Collateral Obligations, third, to the ABL Agent on behalf of the ABL Secured Parties in accordance with the ABL Documents, until the Discharge of ABL Obligations has occurred and fourth the balance, if any, to the Loan Parties or to whosoever are netted against any Exempt LC that may be lawfully entitled issued to receive Approved Hedge Counterparty to remedy an Additional Termination Event as described in Section 4.06 (it being understood that for purposes of this clause (3) the same or as a court “outstanding amount of competent jurisdiction may direct; provided that in the event the ABL Agent receives, obligations under Lender Hedging Agreements” refers to payments owing in connection with an Insolvency ProceedingEarly Termination Date as defined in the 2002 Master Agreement form promulgated by the ISDA (or equivalent type payment obligation if some other form of Swap Contract is in effect)(as used in this subsection, “ratable payment” means for any Proceeds First Lien Lender (or First Lien Lender Affiliate, in the case of Lender Hedging Agreements or the Approved Hedge Counterparty, in the case of an Approved Hedge Counterparty Swap Contract), on any Canadian Pledge Collateral date of determination, that proportion which the outstanding amount of unreimbursed drawings under letters of credit, accrued and unpaid interest on, and principal of, the outstanding amount of loans and the outstanding amount of obligations under Lender Hedging Agreements owed to such First Lien granted Lender (or First Lien Lender Affiliate, in favor the case of each Shared Collateral Agent Lender Hedging Agreements or the Shared Collateral Secured Parties Approved Hedge Counterparty, in respect the case of such Canadian Pledge Collateral has been voidedan Approved Hedge Counterparty Swap Contract) bears to the outstanding amount of unreimbursed drawings under letters of credit, avoidedaccrued and unpaid interest on, subordinatedand principal of, or otherwise invalidated by a court the outstanding amount of competent jurisdiction loans and the provisions outstanding amount of Section 5.3 would not be effectiveobligations under Lender Hedging Agreements owed to all First Lien Lenders)(and First Lien Lender Affiliates, then such Proceeds received ABL Agent with respect to in the Canadian Pledge Collateral subject to such avoidancecase of Lender Hedging Agreements or the Approved Hedge Counterparty, subordination or invalidation shall be applied, to in the extent permitted under applicable law, to the payment case of the ABL Obligations in accordance with the ABL Documents.an Approved Hedge Counterparty Swap Contract);

Application of Proceeds; Turnover Provisions. Prior to (i) All proceeds of ABL Priority Collateral (including without limitation any interest earned thereon) resulting from the Discharge sale, collection or other disposition of Shared ABL Priority Collateral Obligations, the ABL Agent, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with or resulting from any Exercise of Secured Creditor Remedies with respect to Canadian Pledge CollateralEnforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, first to the Term ABL Agent on behalf of the Term B-4 Lenders for application to the Term Obligations with respect to the Term B-4 Loans ABL Priority Claims in accordance with the terms of the Term Documents, ABL Documents until the Discharge of Term Obligations with respect to the Term B-4 Loans ABL Priority Claims Payment Date has occurred, second, ratably, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) Agent for application to the Shared Collateral Term Obligations in accordance with the Term Documents until the Term Obligations Payment Date has occurred, third, to the ABL Agent for application to the ABL Other Claims in accordance with the terms of the Shared Collateral Documents, ABL Documents until the Discharge of the Shared Collateral Obligations, third, to the ABL Agent on behalf of the ABL Secured Parties in accordance with the ABL Documents, until the Discharge of ABL Obligations Payment Date has occurred occurred, and fourth the balance, if anythereafter, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided . Until the occurrence of the ABL Priority Claims Payment Date, any ABL Priority Collateral, including without limitation any such ABL Priority Collateral constituting Proceeds of ABL Priority Collateral as contemplated by clause (xii) of the definition thereof, that may be received by any Term Secured Party in violation of this Agreement shall be segregated and held in trust and promptly (and in any event no later than the next business day) paid over to the ABL Agent, for the benefit of the ABL Secured Parties, in the event same form as received, with any necessary endorsements, and each Term Secured Party hereby authorizes the ABL Agent receivesto make any such endorsements as agent for the Term Agent (which authorization, in connection being coupled with an Insolvency Proceedinginterest, any Proceeds of any Canadian Pledge Collateral and the Lien granted in favor of each Shared Collateral Agent or the Shared Collateral Secured Parties in respect of such Canadian Pledge Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect to the Canadian Pledge Collateral subject to such avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the ABL Obligations in accordance with the ABL Documentsis irrevocable).