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

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an Enforcement Action, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First Priority Representative for application to the First Priority Obligations in accordance with the terms of the First Priority Documents, until the First 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 Junior Priority Representative for application in accordance with the Junior Priority Documents. Until the occurrence of the First Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second 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 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 and Junior Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second 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 Until the First Priority Obligations Payment Date has occurred, all Common Collateral and proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral received in connection with an Enforcement Action, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the respective First Priority Representative Representatives for application to the respective First Priority Obligations in accordance with the terms of the respective First Priority DocumentsDocuments (and, until if then in effect, the First Priority Pari Passu Intercreditor Agreement); provided that the aggregate principal amount of First Priority Obligations Payment Date has occurredconstituting 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 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), second, to the respective Second Priority Representative Representatives for application to the 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); 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 Second First Priority Obligations Payment Date has occurred, occurred and thereafterfourth, to the Junior respective Second Priority Representative Representatives for application to all remaining respective Second Priority Obligations in accordance with the Junior terms of the respective Second Priority DocumentsDocuments (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 without limitation any such Common Collateral constituting proceeds, that may be received by any Second 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 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 and Junior Priority Secured Party hereby authorizes the Designated First Priority Representative to make any such endorsements as agent for the Second 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. (a) All proceeds of Common ABL Priority Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common ABL Priority Collateral in connection with an or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First Priority Representative ABL Agent for application to the First Priority ABL Obligations in accordance with the terms of the First Priority ABL Documents, until the First Priority ABL Obligations Payment Date has occurred, second, ; second to the Second Priority Representative Indenture Agent for application to the Second Priority Indenture Obligations in accordance with the terms of the Second Priority Documents Indenture Documents, until the Second Priority Indenture Obligations Payment Date has occurred, ; and thereafter, to the Junior Priority Representative for application in accordance with applicable Grantor, or its successors or assigns, or to whosoever may be lawfully entitled to receive the Junior Priority Documentssame or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. Until the occurrence of the First Priority ABL Obligations Payment Date, any Common ABL Priority Collateral, including without limitation any such Common ABL Priority Collateral constituting proceeds, that may be received by any Second Priority Secured Party or Junior Priority Indenture Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority RepresentativeABL Agent, for the benefit of the First Priority ABL Secured Parties, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party and Junior Priority Indenture Secured Party hereby authorizes the First Priority Representative ABL Agent to make any such endorsements as agent for the Second Priority Representative or Junior Priority Representative, as applicable Indenture Agent (which authorization, being coupled with an interest, is irrevocable). (b) All proceeds of Indenture Priority Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Indenture Priority Collateral in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the Indenture Agent for application to the Indenture Obligations in accordance with the terms of the Indenture Documents, until the Indenture Obligations Payment Date has occurred; second to the ABL Agent for application to the ABL Obligations in accordance with the terms of the ABL Documents, until the ABL Obligations Payment Date has occurred; and thereafter, to the applicable Grantor, or its successors or assigns, or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. After Until the occurrence of the First Priority Obligations Payment Date and until the occurrence of the Second Priority Indenture Obligations Payment Date, any Common Indenture Priority Collateral, including without limitation any such Common Indenture Priority Collateral constituting proceeds, that may be received by any Junior Priority ABL Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Second Priority RepresentativeIndenture Agent, for the benefit of the Second Priority Indenture Secured Parties, in the same form as received, with any necessary endorsements, and each Junior Priority ABL Secured Party hereby authorizes the Second Priority Representative Indenture Agent to make any such endorsements as agent for the Junior Priority Representative ABL Agent (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. (a) All proceeds of Common Revolving Facility Priority Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Revolving Facility Priority Collateral in connection with an or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First Priority Representative Revolving Facility Agent for application to the First Priority Revolving Facility Obligations in accordance with the terms of the First Priority Revolving Facility Documents, until the First Priority Revolving Facility 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, occurred and thereafter, to the Junior Priority Representative Term Facility Agent for application in accordance with the Junior Priority Term Facility Documents. Until the occurrence of the First Priority Revolving Facility Obligations Payment Date, any Common Revolving Facility Priority Collateral, including without limitation any such Common Revolving Facility Priority Collateral constituting proceeds, that may be received by any Second Priority Secured Party or Junior Priority Term Facility Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority RepresentativeRevolving Facility Agent, for the benefit of the First Priority Revolving Facility Secured Parties, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party and Junior Priority Term Facility Secured Party hereby authorizes the First Priority Representative Revolving Facility Agent to make any such endorsements as agent for the Second Priority Representative or Junior Priority Representative, as applicable Term Facility Agent (which authorization, being coupled with an interest, is irrevocable). After Upon the occurrence of the First Priority Revolving Facility Obligations Payment Date and until the occurrence of the Second Priority Term Facility Obligations Payment Date, any Common remaining proceeds of Revolving Facility Priority Collateral shall be distributed to the Borrower. (b) All proceeds of Term Facility Priority Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Term Facility Priority Collateral in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the Term Facility Agent for application to the Term Facility Obligations in accordance with the terms of the Term Facility Documents, until the Term Facility Obligations Payment Date has occurred and thereafter, to the Revolving Facility Agent for application in accordance with the Revolving Facility Documents. Until the occurrence of the Term Facility Obligations Payment Date, any Term Facility Priority Collateral, including without limitation any such Common Term Facility Priority Collateral constituting proceeds, that may be received by any Junior Priority Revolving Facility Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Second Priority RepresentativeTerm Facility Agent, for the benefit of the Second Priority Term Facility Secured Parties, in the same form as received, with any necessary endorsements, and each Junior Priority Revolving Facility Secured Party hereby authorizes the Second Priority Representative Term Facility Agent to make any such endorsements as agent for the Junior Priority Representative Revolving Facility Agent (which authorization, being coupled with an interest, is irrevocable). Upon the occurrence of the Term Facility Obligations Payment Date and the Revolving Facility Obligations Payment Date, any remaining proceeds of Term Facility Priority Collateral shall be distributed to the Borrower.

Application of Proceeds; Turnover Provisions. (a) All proceeds of Common ABL Priority Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common ABL Priority Collateral in connection with an or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First Priority Representative ABL Agent for application to the First Priority ABL Obligations in accordance with the terms of the First Priority ABL Documents, until the First Priority ABL Obligations Payment Date has occurredoccurred and thereafter, secondsubject to the terms of any Inventory Financing Intercreditor Agreement, 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 Junior Priority Representative Term Loan Agent for application in accordance with the Junior Priority Term Loan Documents. Until the occurrence of the First Priority ABL Obligations Payment Date, any Common ABL Priority Collateral, including without limitation any such Common ABL Priority Collateral constituting proceeds, that may be received by any Second Priority Term Loan Secured Party in violation of this Agreement shall be segregated and held in trust and, subject to the terms of any Inventory Financing Intercreditor Agreement, promptly paid over to the ABL Agent, for the benefit of the ABL Secured Parties, in the same form as received, with any necessary endorsements, and each Term Loan Secured Party hereby authorizes the ABL Agent to make any such endorsements as agent for the Term Loan Agent (which authorization, being coupled with an interest, is irrevocable). Upon the occurrence of the ABL Obligations Payment Date and the Term Loan Obligations Payment Date, any remaining proceeds of ABL Priority Collateral shall be distributed to the Borrower. (b) All proceeds of Term Loan Priority Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or Junior other disposition of Term Loan Priority Collateral in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the Term Loan Agent for application to the Term Loan Obligations in accordance with the terms of the Term Loan Documents, until the Term Loan Obligations Payment Date has occurred and thereafter, to the ABL Agent for application in accordance with the ABL Documents. Until the occurrence of the Term Loan Obligations Payment Date, any Term Loan Priority Collateral, including without limitation any such Term Loan Priority Collateral constituting proceeds, that may be received by any ABL Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority RepresentativeTerm Loan Agent, for the benefit of the First Priority Term Loan Secured Parties, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party and Junior Priority ABL Secured Party hereby authorizes the First Priority Representative Term Loan Agent to make any such endorsements as agent for the Second Priority Representative or Junior Priority Representative, as applicable ABL Agent (which authorization, being coupled with an interest, is irrevocable). After Upon the occurrence of the First Priority Term Loan Obligations Payment Date and until the occurrence of the Second Priority ABL Obligations Payment Date, any Common Collateral, including without limitation any such Common remaining proceeds of Term Loan Priority 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 distributed 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)Borrower.

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an Enforcement Action, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First Priority Representative for application to the First Priority Obligations in accordance with the terms of the First Priority Documents, until the First 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 Junior Priority Representative for application in accordance with the Junior Priority Documents. Until the occurrence of the First Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second 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 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 and Junior Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second 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 (a) Any First Priority Secured Party and its representatives and invitees may at any time inspect, repossess, remove and otherwise deal with the Common Collateral pursuant to the provisions of the First Priority Documents, and the First Priority Representative may advertise and conduct public auctions or private sales of the Common Collateral, in each case without notice to, the involvement of or interference by any Second Priority Secured Party or Junior Priority Secured Party or liability to any Second Priority Secured Party or Junior Priority Secured Party. After the First Priority Obligations Payment Date, any Second Priority Secured Party and its representatives and invitees may at any time inspect, repossess, remove and otherwise deal with the Common Collateral pursuant to the provisions of the Second Priority Documents, and the Second Priority Representative may advertise and conduct public auctions or private sales of the Common Collateral, in each case without notice to, the involvement of or interference by any Junior Priority Secured Party or liability to any Junior Priority Secured Party (b) Until the First Priority Obligations Payment Date has occurred, the First Priority Representative will have the sole and exclusive right (i) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Loan Party with respect to the Common Collateral (except that the Second Priority Representative and Junior Priority Representative shall have the right to be named as additional insured and loss payee so long as its second lien or junior lien status is identified in a manner satisfactory to the First Priority Representative); (ii) to adjust or settle any insurance policy or claim covering the Common Collateral in the event of any loss thereunder and (iii) to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral, in each case to the extent provided by the First Priority Documents. After the First Priority Obligations Payment Date has occurred and until the Second Priority Obligations Payment Date has occurred, the Second Priority Representative will have the sole and exclusive right (A) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Loan Party with respect to the Common Collateral (except that the Junior Priority Representative shall have the right to be named as additional insured and loss payee so long as its junior lien status is identified in a manner satisfactory to the Second Priority Representative); (B) to adjust or settle any insurance policy or claim covering the Common Collateral in the event of any loss thereunder and (C) to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral, in each case to the extent provided by the Second Priority Documents. SECTION 5.

Application of Proceeds; Turnover Provisions. (a) All proceeds of Common the Intermediation Facility Priority Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, and any distribution made in respect of Intermediation Facility Priority Collateral in any Insolvency Proceeding with respect to any Grantor, but subject in all respects to the conditions and limitations set forth in Section 3.08, shall be distributed as follows: first first, to the First Priority Intermediation Facility Representative for application the payment in full in cash of all out of pocket fees, costs, indemnities and expenses (including reasonable and documented attorney’s fees and disbursements) of the Intermediation Facility Representative (in such capacity) in connection with any such Enforcement Action or protection of its rights under any Intermediation Facility Document or otherwise by reason of the occurrence of a default thereunder; second, to the First Priority Intermediation Facility Secured Parties for the payment in full in cash of the Intermediation Facility Obligations not paid pursuant to clause first above in accordance with the terms Intermediation Facility Documents; finally, to the relevant Grantor, or as a court of competent jurisdiction may direct. If any Enforcement Action with respect to the Intermediation Facility Priority Collateral produces non-cash proceeds, then such non-cash proceeds shall be held by the Intermediation Facility Representative and, at such time as such non-cash proceeds are monetized, shall be applied as set forth above. (b) All proceeds of the First Term Loan Priority DocumentsCollateral resulting from any Enforcement Action, until and whether or not pursuant to an Insolvency Proceeding, and any distribution made in respect of Term Loan Priority Collateral in any Insolvency Proceeding with respect to any Grantor, shall be distributed as follows: first, to the First Priority Obligations Payment Date has occurredTerm Loan Agent, for the payment in full in cash out of pocket fees, costs, indemnities and expenses (including reasonable and documented attorney’s fees and disbursements) of the Term Loan Agent (in such capacity) in connection with any such Enforcement Action or protection of its rights under the Term Loan Documents or otherwise by reason of the occurrence of a default thereunder; second, to the Second Priority Representative Term Loan Agent for application the payment in full in cash of the Term Loan Obligations not paid pursuant to the Second Priority Obligations clause first above in accordance with the terms of the Second Priority Term Loan Documents until the Second Priority Obligations Payment Date has occurred, and thereafter, to the Junior Priority Representative for application be further paid in accordance with the Junior provisions of the Term Loan Credit Agreement; finally, to the relevant Grantor, or as a court of competent jurisdiction may direct. If any Enforcement Action with respect to the Term Loan Priority Documents. Until Collateral produces non-cash proceeds, then such non-cash proceeds shall be held by the Term Loan Agent and, at such time as such non-cash proceeds are monetized, shall be applied as set forth above. (c) With respect to each Type of Collateral, until the occurrence of the First Priority Obligations Payment Date, no Secured Party other than the First Priority Secured Party with respect to such Collateral may accept any Common such Type of Collateral, including without limitation any such Common Collateral constituting proceeds, that may be in satisfaction, in whole or in part, of its Secured Obligations in violation of Section 3.08, 4.01(a) or 4.01(b). Any Type of Collateral received by any Second Priority such other Secured Party or Junior Priority Secured Party in violation of this Agreement that is not permitted to be received pursuant to the preceding sentence shall be segregated and held in trust and promptly paid turned over to the First Priority RepresentativeRepresentative to be applied in accordance with Section 3.08, for 4.01(a) or 4.01(b), as the benefit of the First Priority Secured Partiescase may be, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party and Junior Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority 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 other Representative (which authorization, being coupled with an interest, is irrevocableirrevocable until the First Priority Obligations Payment Date). Upon the turnover of such Type of Collateral as contemplated by the immediately preceding sentence, the other Secured Obligations purported to be satisfied by the payment of such Type of Collateral shall be immediately reinstated in full as though such payment had never occurred. (d) In connection with any asset sale by a Grantor that includes both Intermediation Facility Priority Collateral and Term Loan Priority Collateral (unless otherwise agreed by both the Intermediation Facility Representative and the Term Loan Agent and as provided by Section 3.08), such proceeds thereof shall be allocated as follows: (i) proceeds attributable to Intermediation Facility Priority Collateral shall be allocated to the Intermediation Facility Priority Collateral and (ii) all proceeds attributable to Term Loan Priority Collateral shall be allocated to the Term Loan Priority Collateral. (e) Notwithstanding anything to the contrary contained in this Agreement, any Term Loan Document or any Intermediation Facility Document, each Grantor and the Intermediation Facility Representative, agrees that prior to the receipt of any notice of an Enforcement Action from the Intermediation Facility Representative, the Term Loan Agent is hereby permitted to treat all cash, Cash Equivalents, Money, collections and payments deposited in any deposit account subject to a deposit account control agreement or similar agreements (the “Term Loan Deposit Accounts”) in favor of the Term Loan Agent or otherwise received by the Term Loan Agent as Term Loan Priority Collateral. For the avoidance of doubt, the Term Loan Agent hereby agrees that if the Term Loan Deposit Accounts contain any cash, Cash Equivalents or Money, which constitutes proceeds of the Intermediation Facility Priority Collateral, then, upon obtaining knowledge or notice from the Intermediation Facility Representative or any Grantor that such cash, Cash Equivalents or Money constitute proceeds of the Intermediation Facility Priority Collateral the Term Loan Agent shall (x) hold such proceeds in trust for the Intermediation Facility Representative and turn over such proceeds to the Company to be applied to the Intermediation Facility Obligations or reinvested, in each case, in accordance with the Intermediation Agreement to the extent required or (y) if an Event of Default (as defined in the Intermediation Agreement) has occurred and is continuing, hold such proceeds in trust for the Intermediation Facility Representative and turn over such proceeds to the Intermediation Facility Representative as soon as practicable in accordance with Section 4.01(c).

Application of Proceeds; Turnover Provisions. (a) All proceeds of Common ABL Priority Collateral (to the extent such ABL Priority Collateral constitutes Common Collateral) (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first Documents with respect to the First ABL Priority Representative for application to the First Priority Obligations in accordance with the terms of the First Priority Documents, Collateral) until the First Priority Obligations Payment Date has occurred, second, with respect to the Second ABL Priority Representative for application Collateral are paid in full; (b) All proceeds of the Term Loan Priority Collateral (to the Second extent such Term Loan Priority Obligations in accordance with the terms of the Second Priority Documents until the Second Priority Obligations Payment Date has occurredCollateral constitutes Common Collateral) (including any interest earned thereon) resulting from any Enforcement Action, and thereafterwhether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: (c) With respect to the Junior Priority Representative for application in accordance with the Junior Priority Documents. Until 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 without limitation any such Common Collateral constituting proceeds, that in satisfaction, in whole or in part, of the Second Priority Secured Obligations or Third Priority Secured Obligations, as the case may be be, in violation of Sections 4.1(a) or 4.1(b). Any Common Collateral, including any Common Collateral constituting proceeds, received by any a Second Priority Secured Party or Junior Third Priority Secured Party in violation of this Agreement that is not permitted to be received pursuant to the preceding sentence shall be segregated and held in trust and promptly paid turned over to the First Priority RepresentativeRepresentative with respect to such Common Collateral to be applied in accordance with Section 4.1(a) or 4.1(b), for as the benefit of the First Priority Secured Partiescase may be, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party and Junior each Third Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative or Junior Priority Representative, as applicable (which authorization, being coupled with an interest, is irrevocable). After and 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 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 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. 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 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 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 Common Collateral (including without limitation any interest earned thereon, including any Post-Petition Interest) resulting from the sale, collection or other disposition of Common Collateral in connection with an or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First Priority Lien Representative for application to the First Priority Lien Obligations in accordance with the terms of the First Priority DocumentsLien Collateral Documents (but in any case with a concurrent permanent reduction of the lending commitments under the Existing First Lien 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 Priority Lien Obligations Payment Date has occurred, second, to the Second Priority Representative for application to the Second Priority Obligations have been Paid in accordance with the terms of the Second Priority Documents until the Second Priority Obligations Payment Date has occurred, Full and thereafter, to the Junior Priority Second Lien Representative for application in accordance with the Junior Priority Second Lien Collateral Documents. Until the occurrence Payment in Full of the First Priority Obligations Payment DateLien Obligations, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party or Junior Priority Lien Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority Lien Representative, for the benefit of the First Priority Lien Secured Parties, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party and Junior Priority Lien Secured Party hereby authorizes the First Priority Lien Representative to make any such endorsements as agent for the Second Priority Representative or Junior Priority Representative, as applicable Lien Secured Parties (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 For purposes of this Agreement shall be segregated and held in trust and promptly paid over Section 4.01, payments made by TCMI or TCML to the Second Priority Representative, Lien Representative for the benefit of the Second Priority Lien Secured PartiesParties 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, 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 proceeds shall be deemed Collateral for the Junior Priority Representative (which authorization, being coupled with an interest, is irrevocablepurposes hereof).

Application of Proceeds; Turnover Provisions. (a) All proceeds of Common ABL/LC Priority Collateral (to the extent such ABL/LC Priority Collateral constitutes Common Collateral) (including without limitation any interest earned thereon) resulting from received (i) in connection with any exercise of any Enforcement Action or other right or remedy (including set off) with respect to the saleABL/LC Priority Collateral, collection (ii) in connection with the sale or other disposition of Common all or any portion of the ABL/LC Priority Collateral in connection with an Enforcement Actionunder Section 4.2, whether or not (iii) following the commencement of any Insolvency Proceeding (including any distributions pursuant to an a plan of reorganization in such Insolvency Proceeding), in each case, shall be distributed as follows: first : (b) All proceeds of the Term Loan Priority Collateral (to the First extent such Term Loan Priority Representative for application Collateral constitutes Common Collateral) (including any interest earned thereon) received (i) in connection with any exercise of any Enforcement Action or other right or remedy (including set off) with respect to the First Term Loan Priority Obligations Collateral, (ii) in accordance connection with the terms sale or other disposition of all or any portion of the First Term Loan Priority DocumentsCollateral under Section 4.2, or (iii) following the commencement of any Insolvency Proceeding (including any distributions pursuant to a plan of reorganization in such Insolvency Proceeding), in each case, shall be distributed as follows: (c) With respect to each Type of Common Collateral, until the First 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 Junior Priority Representative for application in accordance with the Junior Priority Documents. Until the occurrence of the First Priority Obligations Payment Date, no Second Priority Secured Party may accept any such Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be in satisfaction, in whole or in part, of the Second Priority Obligations, in violation of Sections 4.1(a) or 4.1(b). Any Common Collateral, including any Common Collateral constituting proceeds, received by any a Second Priority Secured Party or Junior Priority Secured Party in violation of this Agreement that is not permitted to be received pursuant to the preceding sentence shall be segregated and held in trust and promptly paid turned over to the First Priority RepresentativeRepresentative with respect to such Common Collateral to be applied in accordance with Section 4.1(a) or 4.1(b), for as the benefit of the First Priority Secured Partiescase may be, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party and Junior Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative or Junior Priority Representative, as applicable (which authorization, being coupled with an interest, is irrevocable). After Upon the occurrence turnover of such Common Collateral as contemplated by the First Priority Obligations Payment Date and until the occurrence of immediately preceding sentence, the Second Priority Obligations Payment Date, any Common Collateral, including without limitation any purported to be satisfied by the payment of 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 immediately reinstated in trust and promptly paid over to the Second Priority Representative, for the benefit of the Second Priority Secured Parties, in the same form full as received, with any necessary endorsements, and each Junior Priority Secured Party hereby authorizes the Second Priority Representative to make any though such endorsements as agent for the Junior Priority Representative (which authorization, being coupled with an interest, is irrevocable)payment had never occurred.

Application of Proceeds; Turnover Provisions. (a) All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an or resulting from any Enforcement ActionAction with respect to the Collateral, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: : (i) first to the First Priority Representative Lien Creditors, the Notes Trustee and the Notes Collateral Agent for the payment of costs and expenses of such Creditors in connection with such Enforcement Actions, (ii) second, subject to the terms of the First Lien Agent/Second Lien Trustee Intercreditor Agreement (defined below), to the Senior Agents in an amount not to exceed the Senior Lien Cap for application to the First Priority Senior Lien Obligations in accordance with the terms of the First Priority Senior Lien Documents, until the First Priority Obligations Payment Date has occurred, second, , (iii) third to the Second Priority Representative Junior Creditor for application to the Second Priority Junior Lien Obligations in accordance with the terms of the Second Priority Documents Junior Lien Documents, until the Junior Lien Obligations have been indefeasibly paid in full, (iv) fourth, subject to the terms of the First Lien Agent/Second Priority Lien Trustee Intercreditor Agreement (defined below), to the Senior Agents for application to the remaining Senior Lien Obligations Payment in accordance with the terms of the Senior Lien Documents, until the Senior Lien Discharge Date has occurred, and (v) thereafter, after the Senior Lien Discharge Date and thereafterthe date that all Junior Lien Obligations have been satisfied and paid in full in cash, to the Junior Priority Representative for application in accordance with Loan Parties or to whomever may be lawfully entitled to receive the Junior Priority Documents. same or as a court of competent jurisdiction may direct. (b) Until the occurrence of the First Priority Obligations Payment Senior Lien Discharge Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party or the Junior Priority Secured Party Creditor in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority RepresentativeSenior Agents, for the benefit of the First Priority Secured Partiestheir respective Senior Creditors for application in accordance with clause (a) above, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party and the Junior Priority Secured Party Creditor hereby authorizes the First Priority Representative Senior Agents to make any such endorsements as agent for the Second Priority Representative or Junior Priority Representative, as applicable Creditor (which authorization, being coupled with an interest, is irrevocable). After Notwithstanding the occurrence foregoing, until the Facility/Swap Discharge Date has occurred, the use of the First Priority Obligations Payment Date term “Senior Agent” in this clause (b) shall only refer to the Facility/Swap Agent. (c) Notwithstanding anything to the contrary contained in this Section 4.1, this Section 4.1 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 remainder of this Agreement shall be segregated and held in trust and promptly paid over is subject 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)Section 9.1.

Application of Proceeds; Turnover Provisions. (a) All proceeds of the Common Collateral constituting ABL Priority Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first first, to the First Priority Representative for application ABL Agent to the First Priority Obligations be applied in accordance with the terms Section 6.05 of the First Priority Documents, ABL Collateral Agreement (or any corresponding provision with respect to any replacement ABL Agreement) until the First Priority Obligations Payment ABL Termination Date has occurred, ; second, to the Second Priority Representative for application Term Loan Agent to the Second Priority Obligations be applied in accordance with the terms Section 6.05 of the Second Priority Documents Term Loan Collateral Agreement (or any corresponding provision with respect to any replacement Term Loan Agreement) until the Second Priority Obligations Payment Term Loan Termination Date has occurred, ; and thereafterfinally, to the Junior relevant Grantor, or as a court of competent jurisdiction may direct. (b) All proceeds of the Common Collateral constituting Term Priority Representative for application Collateral (including any interest earned thereon) resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, to the Term Loan Agent to be applied in accordance with Section 6.05 of the Junior Priority Documents. Until Term Loan Collateral Agreement (or any corresponding provision with respect to any replacement Term Loan Agreement) until the Term Loan Termination Date has occurred; second, to the ABL Agent to be applied in accordance with Section 6.05 of the ABL Collateral Agreement (or any corresponding provision with respect to any replacement ABL Agreement) until the ABL Termination Date has occurred; and finally, to the relevant Grantor, 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 may accept any such Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be in satisfaction, in whole or in part, of the Second Priority Secured Obligations in violation of Sections 4.01(a) or 4.01(b). Any Common Collateral received by any a Second Priority Secured Party or Junior Priority Secured Party in violation of this Agreement that is not permitted to be received pursuant to the preceding sentence shall be segregated and held in trust and promptly paid turned over to the First Priority RepresentativeRepresentative to be applied in accordance with Section 4.01(a) or 4.01(b), for as the benefit of the First Priority Secured Partiescase may be, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party and Junior Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative or Junior Priority Representative, as applicable (which authorization, being coupled with an interest, is irrevocable). After Upon the occurrence turnover of such Common Collateral as contemplated by the First Priority Obligations Payment Date and until the occurrence of immediately preceding sentence, the Second Priority Obligations Payment Date, any Common Collateral, including without limitation any purported to be satisfied by the payment of such Common Collateral constituting proceedsshall be immediately reinstated in full as though such payment had never occurred. (d) In connection with any asset sale by a Grantor pursuant to an Enforcement Action, whether or not pursuant to an Insolvency Proceeding, that may be received includes both ABL Priority Collateral and Term Priority Collateral (including, without limitation, the sale or other disposition of a division or line of business or any capital stock, partnership, limited liability company interests or other equity interests of any Grantor), unless the proceeds thereof have been allocated by any Junior Priority Secured Party in violation of this Agreement the selling Grantor and the relevant purchaser (or otherwise agreed by the ABL Agent and the Term Loan Agent), such proceeds shall be segregated allocated as follows: (i) proceeds attributable to components of the Revolving Borrowing Base and held in trust and promptly paid over other specifically identifiable ABL Priority Collateral shall be allocated to the Second ABL Priority Representative, for Collateral and (ii) all other proceeds shall be allocated to the benefit of the Second Term Priority Secured PartiesCollateral; provided that, in the same form as received, connection with any necessary endorsementssuch sale, and each Junior the portion of such Proceeds that shall be allocated as proceeds of ABL Priority Secured Party hereby authorizes Collateral included in the Second Revolving Borrowing Base shall be an amount not less than the face amount of such ABL Priority Representative to make any such endorsements as agent for the Junior Priority Representative (which authorization, being coupled with an interest, is irrevocable)Collateral.

Application of Proceeds; Turnover Provisions. (1) All proceeds of Common ABL Priority Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition Disposition of Common ABL Priority Collateral in connection with an or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First Priority Representative ABL Agent for application to the First Priority ABL Obligations in accordance with the terms of the First Priority ABL Documents, until the First Priority ABL Obligations Payment Date has occurred; thereafter, to the Term Agent for application to the Term Credit Obligations in accordance with the Term Credit Documents until the Term Credit Obligations Payment Date has occurred; and thereafter to the Secured Notes Trustees for application to the Secured Notes Obligations in accordance with the Secured Notes Credit Documents. Until the ABL Obligations Payment Date has occurred, second, to the Second any ABL 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 Junior Priority Representative for application in accordance with the Junior Priority Documents. Until the occurrence of the First Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common ABL Priority Collateral constituting proceeds, that may be received by any Second Priority Term Credit Secured Party or Junior Priority Secured Notes Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority Representative, for the benefit of the First Priority Secured Parties, ABL Agent in the same form as received, with any necessary endorsements, and the Term Agent and each Second Priority of the Secured Party and Junior Priority Secured Party Notes Trustees each hereby authorizes the First Priority Representative ABL Agent to make any such endorsements as agent for the Second Priority Representative or Junior Priority Representative, as applicable such Person (which authorization, being coupled with an interest, is irrevocable). After Provided the occurrence of the First Priority ABL Obligations Payment Date has occurred and until the occurrence of the Second Priority Term Credit Obligations Payment DateDate has occurred, any Common ABL Priority Collateral, including without limitation any such Common ABL Priority Collateral constituting proceeds, that may be received by any Junior Priority Secured Notes 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, Term Agent in the same form as received, with any necessary endorsements, and each Junior Priority Secured Notes Secured Party hereby authorizes the Second Priority Representative Term Agent to make any such endorsements as agent for the Junior Priority Representative Secured Notes Trustees (which authorization, being coupled with an interest, is irrevocable). (2) All proceeds of Term Priority Collateral resulting from the Disposition of Term Priority Collateral in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the Term Agent for application to the Term Credit Obligations in accordance with the terms of the Term Credit Documents, until the Term Credit Obligations Payment Date has occurred; thereafter, to the ABL Agent for application to the ABL Obligations in accordance with the ABL Credit Documents up to the ABL Term Priority Collateral Capped Amount; thereafter to the Secured Notes Trustees for application to the Secured Notes Obligations in accordance with the Secured Notes Credit Documents until the Secured Notes Obligations Payment Date has occurred; and thereafter to the ABL Agent for application to the ABL Obligations in accordance with the ABL Credit Documents for amounts in excess of the ABL Term Priority Collateral Capped Amount until the ABL Obligations Payment Date has occurred. Until the Term Credit Obligations Payment Date has occurred, any Term Priority Collateral, including without limitation any such Term Priority Collateral constituting proceeds, that may be received by any ABL Secured Party or Secured Notes Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Term Agent in the same form as received, with any necessary endorsements, and the ABL Agent and each Secured Notes Trustee hereby authorizes the Term Agent to make any such endorsements as agent for the ABL Agent and each Secured Notes Trustees, as the case may be (which authorization, being coupled with an interest, is irrevocable). Provided the Term Credit Obligations Payment Date has occurred, any Term Priority Collateral, including without limitation any such Term Priority Collateral constituting proceeds, that may be received by the ABL Agent or any Secured Notes Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Secured Party entitled to same in the same form as received, with any necessary endorsements, and each of such Secured Parties hereby authorizes the other to make any such endorsements as its agent (which authorization, being coupled with an interest, is irrevocable). (3) The provisions of Sections 4.1(1) and (2) shall also apply to Asset Sale Proceeds resulting from any Disposition of ABL Priority Collateral or Term Priority Collateral, as the case may be, prior to or not resulting from or in connection with the taking or continuing of any Enforcement Action, provided that the entitlement of the ABL Agent to receive proceeds of any Term Priority Collateral subsequent to the Term Agent and prior to the Secured Notes Trustees shall be limited to the ABL Term Priority Collateral Capped Amount for each such Disposition (and not, for greater certainty, as an aggregate entitlement of the ABL Agent to receive such amount for application to the ABL Obligations prior to the Secured Notes Trustees being entitled to apply any proceeds of Term Priority Collateral to the Secured Notes Obligations in accordance with Section 4.1(2)).

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection collection, or other disposition of Common Collateral in connection with an Enforcement ActionCollateral, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First Priority Representative for application to the First Priority Obligations in accordance with the terms of the First Priority DocumentsDocuments and/or to be held in a collateral account in the name of the First Priority Representative to secure the First Priority Obligations, in each case until the First Priority Obligations Payment Date has occurred, secondoccurred and thereafter, 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 Junior Priority Representative for application in accordance with the Junior Priority Documents. Until the occurrence of the First Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party (whether or Junior not pursuant to an Insolvency Proceeding and whether or not any claims of the First Priority Representative or the First Priority Secured Party Parties are allowed or disallowed in violation of this Agreement any such Insolvency Proceeding), shall be segregated and held in trust and promptly paid over to the First Priority Representative, for the benefit of the First Priority Secured Parties, in the same form as received, with any necessary endorsements, endorsements (and each Second Priority Secured Party and Junior Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative or Junior Priority Representative, as applicable (which authorization, being coupled with an interest, is irrevocable)). After Until the occurrence of the First Priority Obligations Payment Date Date, the First Priority Representative shall be authorized to hold any Common Collateral so paid over and apply the proceeds thereof against the First Priority Obligations until paid in full, and any Common Collateral remaining after the occurrence of the Second First Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may Date will be received by any Junior Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over returned to the Second Priority Representative, Representative for the benefit of the Second Priority Secured Parties. The Second Priority Representative, in the same form as received, with any necessary endorsements, on behalf of itself and each Junior Priority Secured Party hereby authorizes the Second Priority Representative to make any such endorsements as agent Secured Parties, hereby grants the First Priority Representative, for the Junior benefit of the First Priority Secured Parties, a continuing security interest and lien on any Common Collateral (including any proceeds thereof) which may from time to time be paid over to the First Priority Representative (which authorization, being coupled with an interest, is irrevocable)pursuant to this Section 4.1 to secure payment of the First Priority Obligations.

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including including, without limitation limitation, any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an Enforcement Action, whether or not pursuant to an Insolvency Proceeding, an Enforcement Action or otherwise, shall be distributed as follows: first to the First Priority Representative Creditors for application to the First Priority Obligations in accordance with the terms of the First Priority Documents, until the First Priority Obligations Payment Date has occurred, secondand thereafter, to the Second Priority Representative for application to be applied as follows: first, to amounts owing to the Second Priority Obligations Representative in its capacity as collateral agent in accordance with the terms of the Second Priority Documents until the Second Priority Obligations Payment Date has occurred, and thereafterSecurity Documents; second, to amounts owing to the Junior Priority Representative for application Trustee in its capacity as such in accordance with the Junior terms of the Existing Second Priority DocumentsAgreement 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 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 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 Priority Representative, for the benefit of the First Priority Secured PartiesCreditors, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party and Junior Priority Secured Party hereby authorizes the First Priority Representative Creditors to make any such endorsements as agent for the Second 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). 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 Common ABL Priority Collateral (to the extent such ABL Priority Collateral constitutes Common Collateral) (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first first, to the First Priority Representative for application with respect to the First ABL Priority Obligations Collateral to be applied in accordance with the terms of ABL Credit Agreement (or the then-extant First Priority Documents, Documents with respect to the ABL Priority Collateral) until the First Priority Obligations Payment Date has in respect of the ABL Priority Collateral shall have occurred, ; second, to the Second Priority Representative for application with respect to the Second ABL Priority Obligations Collateral to be applied in accordance with the terms of Senior Term Loan Agreement (or the then-extant Second Priority Documents with respect to the ABL Priority Collateral) until the Second Priority Obligations Payment Date has with respect to the ABL Priority Collateral shall have occurred, and thereafter; third, to the Junior Third Priority Representative for application with respect to the ABL Priority Collateral to be applied in accordance with the Junior Term Loan Agreement (or the then-extant Third Priority Documents. Until Documents with respect to the ABL Priority Collateral) until the Third Priority Obligations Payment Date with respect to the ABL Priority Collateral shall have occurred; fourth, to the payment in full in cash of the remaining ABL Secured Obligations; fifth, to the payment in full in cash of the remaining Senior Term Loan Secured Obligations; sixth, to the payment in full in cash of the remaining Junior Term Loan Secured Obligations; and finally, to the relevant Grantor, or as a court of competent jurisdiction may direct. (b) All proceeds of the Term Loan Priority Collateral (to the extent such Term Loan Priority Collateral constitutes Common Collateral) (including any interest earned thereon) resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, to the First Priority Representative with respect to the Term Loan Priority Collateral to be applied in accordance with the Senior Term Loan Agreement (or the then-extant First Priority Documents with respect to the Term Loan Priority Collateral) until the First Priority Obligations Payment Date with respect to the Term Loan Priority Collateral shall have occurred; second, to the Second Priority Representative with respect to the Term Loan Priority Collateral to be applied in accordance with the Junior Term Loan Agreement (or the then-extant Second Priority Documents with respect to the Term Loan Priority Collateral) until the Second Priority Obligations Payment Date with respect to the Term Loan Priority Collateral shall have occurred; third, to the Third Priority Representative with respect to the Term Loan Priority Collateral to be applied in accordance with the ABL Credit Agreement (or the then-extant Third Priority Documents with respect to the Term Loan Priority Collateral) until the Third Priority Obligations Payment Date with respect to the Term Loan Priority Collateral shall have occurred; fourth, to the payment in full in cash of the remaining Senior Term Loan Secured Obligations; fifth, to the payment in full in cash of the remaining Junior Term Loan Secured Obligations; sixth, to the payment in full in cash of the remaining ABL Secured Obligations; and finally, to the relevant Grantor, 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 without limitation any such Common Collateral constituting proceeds, that in satisfaction, in whole or in part, of the Second Priority Secured Obligations or Third Priority Secured Obligations, as the case may be be, in violation of Sections 4.1(a) or 4.1(b). Any Common Collateral, including any Common Collateral constituting proceeds, received by any a Second Priority Secured Party or Junior Third Priority Secured Party in violation of this Agreement that is not permitted to be received pursuant to the preceding sentence shall be segregated and held in trust and promptly paid turned over to the First Priority RepresentativeRepresentative with respect to such Common Collateral to be applied in accordance with Section 4.1(a) or 4.1(b), for as the benefit of the First Priority Secured Partiescase may be, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party and Junior each Third Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative or Junior Priority Representative, as applicable (which authorization, being coupled with an interest, is irrevocable). After and 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 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 purported to be satisfied by the payment of such Common Collateral shall be immediately reinstated in full as though such payment had never occurred.

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