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

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

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

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

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

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

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

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

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral received by (including without limitation any interest earned thereon) resulting from the First Lien Secured Parties sale, collection or the Second Lien Secured Parties other disposition of Common Collateral in connection with an Insolvency Proceeding or an Enforcement Action, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First Lien Representative Senior Priority Representatives for application to the First Lien Obligations (other than any Excess First Lien Obligations) in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement until the First Lien Obligations Payment Date has occurred, and thereafter, to the Second Lien Agent for application to the Second Lien Obligations (other than any Excess Second Lien Obligations) in accordance with the Second Lien Documents until the Second Lien Obligations (other than any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien Senior Priority Obligations in accordance with the terms of the First Lien Documents and 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 Intercreditor Agreement. In the event any Excess Second Lien Obligations remain unpaid after full payment of Senior Priority Agreements then outstanding, until the First Lien Senior Priority Obligations (including all Excess Payment Date has occurred and thereafter, to the First Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent Junior Priority Representatives for application to such Excess Second the First Lien Junior Priority Obligations in accordance with the terms of the Second 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 Second 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, 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 First Lien Junior Priority Secured Party hereby authorizes each of the Controlling First Lien Senior Priority Representative and the First Lien Agents to make any such endorsements as agent for the Second First Lien Agent Junior Priority Representative (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral received by (including, without limitation, any interest earned thereon) resulting from the First Lien Secured Parties sale, collection or the Second Lien Secured Parties in connection with other disposition of Common Collateral whether pursuant to an Insolvency Proceeding or Proceeding, an Enforcement ActionAction or otherwise, shall be distributed as follows: first to the First Lien Representative Priority Creditors for application to the First Lien Priority Obligations (other than any Excess First Lien Obligations) in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement Priority Documents, until the First Lien Priority Obligations Payment Date has occurred, and thereafter, to the Second Lien Agent for application Priority Representative to be applied as follows: first, to amounts owing to the Second Lien Obligations (other than any Excess Second Lien Obligations) Priority Representative in accordance with the Second Lien Documents until the Second Lien Obligations (other than any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien Obligations in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement. In the event any Excess Second Lien Obligations remain unpaid after full payment of the First Lien Obligations (including all Excess First Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent for application to such Excess Second Lien Obligations its capacity as collateral agent in accordance with the terms of the Second Lien Priority Security Documents; second, to amounts owing to the Trustee in its capacity as such in accordance with the terms of the Existing Second Priority Agreement and to the representatives of any other holders of Second Priority Obligations, in their capacity as such; and third, ratably to amounts owing to the Holders (in accordance with the terms of the Existing Second Priority Agreement) and holders of any other Second Priority Obligations. Until the occurrence of the First Lien Priority Obligations Payment Date, any Common Collateral, including including, without limitation limitation, any such Common Collateral constituting proceeds, that may be received by any Second Lien Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien 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)Priority Creditors, in the same form as received, with any necessary endorsements, and each Second Lien Priority Secured Party hereby authorizes each of the First Lien Representative and the First Lien Agents Priority Creditors to make any such endorsements as agent for the Second Lien Agent Priority Representative (which authorization, being coupled with an interest, is irrevocable). All payments received by the First Priority Creditors may be applied, reversed and reapplied, in whole or in part, to such part of the First Priority Obligations as the First Priority Creditors, in their sole discretion, deem appropriate, consistent with the terms of the First Priority Documents.

Application of Proceeds; Turnover Provisions. (a) All proceeds of the Common Collateral received by the First Lien Secured Parties (including any interest earned thereon) resulting from any Enforcement Action or the Second Lien Secured Parties in connection with otherwise arising after any Non-Payment at Maturity Event, and whether or not pursuant to an Insolvency Proceeding or an Enforcement ActionProceeding, shall be distributed as follows: first first, to the First Lien Representative for application Representative, to the First Lien Obligations (other than any Excess First Lien Obligations) be applied in accordance with the terms Section 4.5 of the First Lien Documents and the First Lien Intercreditor Collateral Agency Agreement until the First Lien Obligations Payment Date has occurred, and thereafterare paid in full; second, to the Second Lien Agent for Representative, to be applied in accordance with [Section of the Second Lien Agreement] until the Second Lien Obligations are paid in full; third, to the Third Lien Representative, to be applied in accordance with [Section of the Third Lien Agreement] until the Third Lien Obligations are paid in full; and finally, to the relevant Loan Party, or as a court of competent jurisdiction may direct. Neither the First Lien Representative nor any other First Lien Secured Party have any obligation of any nature whatsoever to the Second Lien Representative, the Second Lien Secured Parties, the Third Lien Representative or the Third Lien Secured Parties with respect to the application of proceeds of Common Collateral. The First Lien Representative shall not be deemed to have knowledge or notice of the occurrence of any Non-Payment at Maturity Event with respect to the Second Lien Obligations (other than any Excess Second Lien Obligations) in accordance with or the Second Lien Documents until the Second Third 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 unless the First Lien Representative for application 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 Excess First Lien Obligations in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement. In the event any Excess Second Lien Obligations remain unpaid after full payment of the First or Third Lien Obligations (including all Excess First Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent for application to such Excess Second Lien Obligations in accordance with the terms of the Second Lien Documents. Until the occurrence of the First Lien Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Lien Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien Representative, for the benefit of the First Lien Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties)has occurred, in the same form as received, with any necessary endorsements, and each Second Lien Secured Party hereby authorizes each of which case the First Lien Representative shall be conclusively entitled to rely on, and shall be fully protected in relying on, such notice. The Second Lien Representative shall be deemed to have no knowledge or notice of the occurrence of any Non-Payment at Maturity Event with respect to the Third Lien Obligations unless the First Lien Agents Representative has received notice from the Third Lien Representative referring to make any this Agreement and stating that a Non-Payment at Maturity Event with respect to some or all of such endorsements as agent for Third Lien Obligations has occurred, in which case the Second Lien Agent (which authorizationRepresentative shall be conclusively entitled to rely on, being coupled with an interestand shall be fully protected in relying on, is irrevocable)such notice.

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

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

Application of Proceeds; Turnover Provisions. All The Second Lien Representative, on behalf of itself and the Second Lien Secured Parties, agrees that, prior to the Second Lien Enforcement Date, it will not take or receive any Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including set-off or recoupment) with respect to any Collateral. Moreover, the Second Lien Representative, on behalf of itself and the Second Lien Secured Parties, agrees that any Collateral or proceeds so taken or received by it for any reason will be paid over to the First Lien Secured Parties or Representative, unless and until all First Lien Obligations have been Paid in Full. Without limiting the generality of the foregoing, (a) until all First Lien Obligations have been Paid in Full and prior to the Second Lien Enforcement Date, the sole right of the Second Lien Representative and the 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 (b) until all First Lien Obligations have been Paid in Full, the sole right of the Second Lien Representative and the Second Lien Secured Parties with respect to any proceeds of Collateral is to receive a share of such proceeds, in accordance with the terms of the Second Lien Collateral Documents and applicable law. All proceeds of Collateral (including without limitation any interest earned thereon, including any Post-Petition Interest) resulting from the sale, collection or other disposition of Collateral in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding or an Enforcement ActionProceeding, shall be distributed as follows: first to the First Lien Representative for application to the First Lien Obligations (other than any Excess First Lien Obligations) in accordance with the terms of the First Lien Collateral Documents and (but in any case with a concurrent permanent reduction of the lending commitments under the Existing First Lien Intercreditor Credit Agreement after the payment of any term advances (it being understood that any term advances shall be paid first and any revolving credit advances will be paid thereafter)), until the First Lien Obligations Payment Date has occurred, have been Paid in Full and thereafter, to the Second Lien Agent Representative for application to the Second Lien Obligations (other than any Excess Second Lien Obligations) in accordance with the Second Lien Documents until Collateral Documents. Until the Second Lien Obligations (other than any Excess Second Lien Obligations) are paid Payment in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien Obligations in accordance with the terms Full of the First Lien Documents and the First Lien Intercreditor Agreement. In the event any Excess Second Lien Obligations remain unpaid after full payment of the First Lien Obligations (including all Excess First Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent for application to such Excess Second Lien Obligations in accordance with the terms of the Second Lien Documents. Until the occurrence of the First Lien Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Lien Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien Representative, for the benefit of the First Lien Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties), in the same form as received, with any necessary endorsements, and each Second Lien Secured Party hereby authorizes each of the First Lien Representative and the First Lien Agents to make any such endorsements as agent for the Second Lien Agent Secured Parties (which authorization, being coupled with an interest, is irrevocable). For purposes of this Section 4.01, payments made by TCMI or TCML to the Second Lien Representative for the benefit of the Second Lien Secured Parties with proceeds of loans made by the First Lien Secured Parties to TCML shall not be construed to be or otherwise constitute proceeds of Collateral (but to the extent such payments shall not be made, such proceeds shall be deemed Collateral for purposes hereof).

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral received by (including without limitation any interest earned thereon) resulting from the First Lien Secured Parties sale, collection or the Second Lien Secured Parties other disposition of Common Collateral in connection with an Insolvency Proceeding or an Enforcement Action, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First Lien Priority Representative for application to the First Lien Priority Obligations (other than any Excess First Lien Obligations) in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement Priority Documents, until the First Lien Priority Obligations Payment Date has occurred, second, to the Second Priority Representative for application to the Second Priority Obligations in accordance with the terms of the Second Priority Documents until the Second Priority Obligations Payment Date has occurred, and thereafter, to the Second Lien Agent Junior Priority Representative for application to the Second Lien Obligations (other than any Excess Second Lien Obligations) in accordance with the Second Lien Documents until the Second Lien Obligations (other than any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien Obligations in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement. In the event any Excess Second Lien Obligations remain unpaid after full payment of the First Lien Obligations (including all Excess First Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent for application to such Excess Second Lien Obligations in accordance with the terms of the Second Lien Junior Priority Documents. Until the occurrence of the First Lien Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Lien Priority Secured Party or Junior Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien Priority Representative, for the benefit of the First Lien Priority Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties), in the same form as received, with any necessary endorsements, and each Second Lien Priority Secured Party and Junior Priority Secured Party hereby authorizes each of the First Lien Priority Representative and the First Lien Agents to make any such endorsements as agent for the Second Lien Agent Priority Representative or Junior Priority Representative, as applicable (which authorization, being coupled with an interest, is irrevocable).. After the occurrence of the First Priority Obligations Payment Date and until the occurrence of the Second Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Junior Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Second Priority Representative, for the benefit of the Second Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Junior Priority Secured Party hereby authorizes the Second Priority Representative to make any such endorsements as agent for the Junior Priority Representative (which authorization, being coupled with an interest, is irrevocable). 4.2. Releases of Second Priority Lien and Junior Priority Lien. (a) Upon any release, sale or disposition of Common Collateral permitted pursuant to the terms of the First Priority Documents (or, after the First Priority Obligations Payment Date, the Second Priority Documents) that results in the release of the First Priority Lien (or, after the First Priority Obligations Payment Date, the Second Priority Lien) on any Common Collateral (excluding any sale or other disposition that is expressly prohibited by the Second Priority Agreement or the Junior Priority Agreement unless such sale or disposition is consummated in connection with an Enforcement Action or consummated after the institution of any Insolvency Proceeding), the Second Priority Lien and any Junior Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the First Priority Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person. (b) The Second Priority Representative or Junior Priority Representative, as applicable, shall promptly execute and deliver such release documents and instruments and shall take such further actions as the Senior Representative shall request to evidence any release of the Second Priority Lien and any Junior Priority Lien described in paragraph (a) of this Section 4.2 (and the Second Priority Representative or Junior Priority Representative, as applicable, shall be entitled to conclusively reply on such written request). The Second Priority Representative or Junior Priority Representative, as applicable, hereby appoints the Senior Representative, and any officer or duly authorized person of the Senior Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Second Priority Representative or Junior Priority Representative, as applicable, and in the name of the Second Priority Representative or Junior Priority

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