Common use of Avoidance Issues Clause in Contracts

Avoidance Issues. (a) With respect to each Type of Common Collateral, if any First Priority Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and the First Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect to each Type of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and the Second Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Lien Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay or relinquish to a trustee, a receiver, or the estate of any GrantorLoan Party, because such amount was avoided or ordered to be paid paid, disgorged or disgorged relinquished for any reason, including including, without limitation because it was found to be a fraudulent or preferential transfertransfer or because the Liens securing the First Lien Obligations are unperfected or otherwise voided, avoided, invalidated or lapsed, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then then, subject to the proviso below, the First Priority Lien Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the First Priority Lien Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties heretohereto from the date of reinstatement. The Second Priority Lien Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting Recovery, solely to the extent arising in respect of or otherwise relating on account of each First Lien Secured Party's interest in the Second Lien Collateral or on account of such First Lien Secured Party's "secured claim" against any Loan Party within the meaning of section 506 of the Bankruptcy Code, to any distribution extent beyond what they would have been entitled to had such Recovery not occurred (solely to the extent arising in respect of or allocation with respect to on account of such Common Second Lien Secured Party's interest in the Second Lien Collateral made in accordance with this Agreementor an account of such Second Lien Secured Party's "secured claim" against any Loan Party within the meaning of section 506 of the Bankruptcy)(in each case, whether by preference or otherwisea "Secured Claim Recovery"), it being understood and agreed that the benefit of such avoidance action Secured Claim Recovery otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. ; provided, that notwithstanding anything to the contrary contained herein, (bi) With respect to each Type of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether amount received as proceeds of security, enforcement of any right of set-off or otherwise, then by the Second Priority Obligations Lien Secured Parties in respect of a Secured Claim Recovery to be so turned over shall be reinstated limited to the extent amount in excess of such Recovery and deemed to be outstanding as if such payment had not occurred, and the amount they would have received on account of its interest in the Second Priority Obligations Payment Date shall be deemed Lien Collateral or pursuant to its secured claim under section 506 of the Bankruptcy Code had such Secured Claim Recovery not to have occurred. If this Agreement shall have been terminated prior to such occurred and (ii) except for the amounts specified in the foregoing clause (i) in respect of a Secured Claim Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Second Lien Secured Parties with respect to each Type of Common Collateral agree that none of them shall otherwise be entitled to benefit from receive and retain any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise amounts allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreementrespect of any other Recovery.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Secured Party ABL Lender is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of the Company or any Grantorother Grantor (or any trustee, receiver or similar person therefor), because the payment of such amount was avoided or ordered declared to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferin any respect or for any other reason, any amount (a an “ABL Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff or otherwise, then as among the First Priority Obligations parties hereto the ABL Claims shall be deemed to be reinstated to the extent of such ABL Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the First Priority Obligations Payment Date ABL Lenders shall be deemed not entitled, to the extent they are entitled hereunder, to a Discharge of ABL Priority Claims with respect to all such recovered amounts and shall have occurredall rights hereunder until such time. If this Agreement shall have been terminated prior to such ABL Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With If any Term Loan Lender is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Company or any other Grantor (or any trustee, receiver or similar person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect to each Type of Common Collateralor for any other reason, if any Grantor receives a Recovery from any Second Priority Secured Partyamount (an “Term Loan Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff or otherwise, then as among the Second Priority Obligations parties hereto the Term Loan Claims shall be deemed to be reinstated to the extent of such Term Loan Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the Second Priority Obligations Payment Date Term Loan Lenders shall be deemed not entitled to a Discharge of Term Loan Claims with respect to all such recovered amounts and shall have occurredall rights hereunder until such time. If this Agreement shall have been terminated prior to such Term Loan Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Lien Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any GrantorObligor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then (i) such First Lien Secured Party shall have a claim under Section 4.03 as if payment in respect of such amount had never been made by the Collateral Agent to such First Lien Secured Party; provided, however, that any amounts payable by Collateral Agent to a First Lien Secured Party pursuant to this Section 5.05 shall be payable solely from proceeds of Collateral, if any, and no First Lien Secured Party shall acquire direct or participating interests in such First Lien Secured Party’s Obligations or be required to pay to Collateral Agent, such First Lien Secured Party or any other Person any amounts in respect of any such amounts and (ii) the First Priority Lien Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the First Priority Lien Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties heretohereto until such time as the First Lien Obligations Payment Date shall have fully and finally occurred with respect to all such reinstated First Lien Obligations. The Second Priority Secured Parties Lien Agent, on behalf of itself and the Third Priority other Second Lien Secured Parties with respect to each Type of Common Collateral agree Parties, agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect to each Type of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and the Second Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Secured Party ABL Lender is required in any Insolvency or Liquidation Proceeding, Fraudulent Conveyance Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of the Borrower or any Grantorother Grantor (or any trustee, receiver or similar person therefor), because the payment of such amount was avoided or ordered declared to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferin any respect or for any other reason, any amount (a an “ABL Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff or otherwise, then as among the First Priority Obligations parties hereto the ABL Claims shall be deemed to be reinstated to the extent of such ABL Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the First Priority Obligations Payment Date ABL Lenders shall be deemed not entitled, to the extent they are entitled hereunder, to a Discharge of ABL Claims with respect to all such recovered amounts and shall have occurredall rights hereunder until such time. If this Agreement shall have been terminated prior to such ABL Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With If any Term Loan Lender is required in any Insolvency or Liquidation Proceeding, Fraudulent Conveyance Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower or any other Grantor (or any trustee, receiver or similar person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect to each Type of Common Collateralor for any other reason, if any Grantor receives a Recovery from any Second Priority Secured Partyamount (an “Term Loan Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff or otherwise, then as among the Second Priority Obligations parties hereto the Term Loan Claims shall be deemed to be reinstated to the extent of such Term Loan Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the Second Priority Obligations Payment Date Term Loan Lenders shall be deemed not entitled to a Discharge of Term Loan Claims with respect to all such recovered amounts and shall have occurredall rights hereunder until such time. If this Agreement shall have been terminated prior to such Term Loan Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if any First Priority Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and the First Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect to each Type of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and the Second Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Secured Party ABL Lender is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of the Borrower or any Grantorother Grantor (or any trustee, receiver or similar person therefor), because the payment of such amount was avoided or ordered declared to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferin any respect or for any other reason, any amount (a an “ABL Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff or otherwise, then as among the First Priority Obligations parties hereto the ABL Claims shall be deemed to be reinstated to the extent of such ABL Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the First Priority Obligations Payment Date ABL Lenders shall be deemed not entitled, to the extent they are entitled hereunder, to a Discharge of ABL Priority Claims with respect to all such recovered amounts and shall have occurredall rights hereunder until such time. If this Agreement shall have been terminated prior to such ABL Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With If any Term Loan/Cash Flow Revolver Lender is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower or any other Grantor (or any trustee, receiver or similar person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect to each Type of Common Collateralor for any other reason, if any Grantor receives amount (a Recovery from any Second Priority Secured Party“Term Loan/Cash Flow Revolver Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff or otherwise, then as among the Second Priority Obligations parties hereto the Term Loan/Cash Flow Revolver Claims shall be deemed to be reinstated to the extent of such Term Loan/Cash Flow Revolver Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the Second Priority Obligations Payment Date Term Loan/Cash Flow Revolver Lenders shall be deemed not entitled, to the extent they are entitled hereunder, to a Discharge of Term Priority Claims with respect to all such recovered amounts and shall have occurredall rights hereunder until such time. If this Agreement shall have been terminated prior to such Term Loan/Cash Flow Revolver Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Secured Party ABL Lender is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of the Company or any Grantorother Grantor (or any trustee, receiver or similar person therefor), because the payment of such amount was avoided or ordered declared to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferin any respect or for any other reason, any amount paid in respect of the ABL Claims (a an “ABL Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff or otherwise, then as among the First Priority Obligations parties hereto the ABL Claims shall be deemed to be reinstated to the extent of such ABL Recovery and deemed to be outstanding as if such payment had not occurred, occurred and from and after the First Priority Obligations Payment Date date of such reinstatement the Discharge of ABL Claims shall be deemed not to have occurredoccurred for all purposes hereunder. If this Agreement shall have been terminated prior to such ABL Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type This Section 6.5(a) shall survive termination of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With If any Term Loan Lender is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Company or any other Grantor (or any trustee, receiver or similar person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect to each Type or for any other reason, any amount paid in respect of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Partythe Term Loan Claims (an “Term Loan Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff or otherwise, then as among the Second Priority Obligations parties hereto the Term Loan Claims shall be deemed to be reinstated to the extent of such Term Loan Recovery and deemed to be outstanding as if such payment had not occurred, occurred and from and after the Second Priority Obligations Payment Date date of such reinstatement the Discharge of Term Loan Claims shall be deemed not to have occurredoccurred for all purposes hereunder. If this Agreement shall have been terminated prior to such Term Loan Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type This Section 6.5(b) shall survive termination of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Secured Party Claimholder is required in any Insolvency Proceeding or otherwise to disgorgeturn over, turn over disgorge or otherwise pay to the estate of any Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, Grantor any amount paid in respect of Revolving Obligations or Notes Obligations, as the case may be (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority Obligations such Claimholders shall be reinstated entitled to a reinstatement of the extent Revolving Obligations or the Notes Obligations, as applicable, with respect to all such recovered amounts, and all rights, interests, priorities and privileges recognized in this Agreement shall apply with respect to any such Recovery (including that the amount of such Recovery and deemed to be outstanding is a Revolving Obligation or Notes Obligation, as if such payment had not occurredapplicable, and the First Priority Obligations Payment Date shall be deemed not to have occurredsecured by Collateral in accordance with this Agreement). If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair impair, or otherwise affect the obligations of the parties heretohereto from such date of reinstatement. The Second Priority Secured Parties Notwithstanding anything to the contrary contained herein, if in any Insolvency Proceeding a determination is made that any prior Lien encumbering any Collateral is not enforceable for any reason then the Revolving Collateral Agent or Revolving Claimholders, on the one hand, and the Third Priority Secured Parties with respect to each Type Notes Collateral Agent or Notes Claimholders, on the other hand, having Liens of Common Collateral lower ranking priority as provided in this Agreement agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation recovery they may receive with respect to, or allocable to, the value of the assets constituting Collateral subject to an enforceable Lien in favor of any such Common lower ranking priority Lien holder or any proceeds thereof shall (for so long as the Discharge of Revolving Obligations has not occurred, in the case of assets constituting Revolving Priority Collateral, or the Discharge of Note Loan Obligations has not occurred, in the case of assets constituting Notes Priority Collateral) be segregated and held in trust and forthwith paid over to the Revolving Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that Agent for the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect to each Type of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off Revolving Claimholders or otherwise, then the Second Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and the Second Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type of Common Notes Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that Agent for the benefit of the Note Claimholders, as applicable based on whichever holds or is intended to hold the prior Lien as provided in Section 2.1, in the same form as received without recourse, representation or warranty (other than a representation of the applicable Revolving Collateral Agent or Notes Collateral Agent (required to so segregate and pay over) that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such avoidance action distribution or recovery) but with any necessary endorsements or as a court of competent jurisdiction may otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreementdirect.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority ABL Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any GrantorLoan Party any amount (a “Recovery”), because such amount Recovery was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority ABL Obligations shall be reinstated to the extent of such Recovery and, for the purposes of this Agreement (and, as applicable, the ABL Documents and the Term Loan Documents), deemed to be outstanding as if such payment had not occurred, occurred and the First Priority ABL Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Term Loan Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect If any Term Loan Secured Party is required in any Insolvency Proceeding or otherwise to each Type disgorge, turn over or otherwise pay to the estate of Common Collateralany Loan Party any Recovery, if because such Recovery was avoided or ordered to be paid or disgorged for any Grantor receives reason, including without limitation because it was found to be a Recovery from any Second Priority Secured Partyfraudulent or preferential transfer, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Term Loan Obligations shall be reinstated to the extent of such Recovery and, for the purposes of this Agreement (and, as applicable, the ABL Documents and the Term Loan Documents), deemed to be outstanding as if such payment had not occurred, occurred and the Second Priority Term Loan Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority ABL Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Secured Party ABL Lender is required in any Insolvency or Liquidation Proceeding, Fraudulent Conveyance Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any GrantorABL Borrower or any other Grantor (or any trustee, receiver or similar person therefor), because the payment of such amount was avoided or ordered declared to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferin any respect or for any other reason, any amount (a an “ABL Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff or otherwise, then as among the First Priority Obligations parties hereto the ABL Claims shall be deemed to be reinstated to the extent of such ABL Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the First Priority Obligations Payment Date ABL Lenders shall be deemed not entitled, to the extent they are entitled hereunder, to a Discharge of ABL Claims with respect to all such recovered amounts and shall have occurredall rights hereunder until such time. If this Agreement shall have been terminated prior to such ABL Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. (b) If any Term Loan Lender is required in any Insolvency or Liquidation Proceeding, Fraudulent Conveyance Proceeding or otherwise to turn over or otherwise pay to the estate of the Term Loan Borrower or any other Grantor (or any trustee, receiver or similar person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason, any amount (a “Term Loan Recovery”), whether received as proceeds of security, enforcement of any right of setoff or otherwise, then as among the parties hereto the Term Loan Claims shall be deemed to be reinstated to the extent of such Term Loan Recovery and to be outstanding as if such payment had not occurred and the Term Loan Lenders shall be entitled to a Discharge of Term Loan Claims with respect to all such recovered amounts and shall have all rights hereunder until such time. If this Agreement shall have been terminated prior to such Term Loan Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type This Section 6.5 shall survive termination of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect to each Type of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and the Second Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority ABL Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any GrantorGrantor any amount (a “Recovery”), because such amount Recovery was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority ABL Obligations shall be reinstated to the extent of such Recovery and, for the purposes of this Agreement (and, as applicable, the ABL Documents and the Indenture Documents), deemed to be outstanding as if such payment had not occurred, occurred and the First Priority ABL Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Indenture Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect If any Indenture Secured Party is required in any Insolvency Proceeding or otherwise to each Type disgorge, turn over or otherwise pay to the estate of Common Collateral, if any Grantor receives any Recovery, because such Recovery was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a Recovery from any Second Priority Secured Partyfraudulent or preferential transfer, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Indenture Obligations shall be reinstated to the extent of such Recovery and, for the purposes of this Agreement (and, as applicable, the ABL Documents and the Indenture Documents), deemed to be outstanding as if such payment had not occurred, occurred and the Second Priority Indenture Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority ABL Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Secured Party ABL Lender is required in any Insolvency or Liquidation Proceeding, Fraudulent Conveyances Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any GrantorABL Borrower or any other Grantor (or any trustee, receiver, interim receiver, monitor or similar Person therefor), because the payment of such amount was avoided or ordered declared to be paid fraudulent, preferential or disgorged transaction at undervalue in any respect or for any other reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a an “ABL Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff or otherwise, then as among the First Priority Obligations parties hereto the ABL Claims shall be deemed to be reinstated to the extent of such ABL Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the First Priority Obligations Payment Date ABL Lenders shall be deemed not entitled, to the extent they are entitled hereunder, to a Discharge of ABL Claims with respect to all such recovered amounts and shall have occurredall rights hereunder until such time. If this Agreement shall have been terminated prior to such ABL Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. (b) If any Term Loan Lender is required in any Insolvency or Liquidation Proceeding, Fraudulent Conveyances Proceeding or otherwise to turn over or otherwise pay to the estate of the Lead Borrower or any other Grantor (or any trustee, receiver, interim receiver, monitor or similar Person therefor), because the payment of such amount was declared to be fraudulent, preferential or a transaction at undervalue in any respect or for any other reason, any amount (a “Term Loan Recovery”), whether received as proceeds of security, enforcement of any right of setoff or otherwise, then as among the parties hereto the Term Loan Claims shall be deemed to be reinstated to the extent of such Term Loan Recovery and to be outstanding as if such payment had not occurred and the Term Loan Lenders shall be entitled to a Discharge of Term Loan Claims with respect to all such recovered amounts and shall have all rights hereunder until such time. If this Agreement shall have been terminated prior to such Term Loan Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type This Section 6.5 shall survive termination of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect to each Type of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and the Second Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Secured Party ABL Lender is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of the Company or any Grantorother Grantor (or any trustee, receiver or similar person therefor), because the payment of such amount was avoided or ordered declared to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferin any respect or for any other reason, any amount (a an “ABL Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff or otherwise, then as among the First Priority Obligations parties hereto the ABL Claims shall be deemed to be reinstated to the extent of such ABL Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the First Priority Obligations Payment Date ABL Lenders shall be deemed not entitled to a Discharge of ABL Claims with respect to all such recovered amounts and shall have occurredall rights hereunder until such time. If this Agreement shall have been terminated prior to such ABL Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With If any Term/Note Holder is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Company or any other Grantor (or any trustee, receiver or similar person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect to each Type of Common Collateralor for any other reason, if any Grantor receives amount (a Recovery from any Second Priority Secured Party“Term/Note Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff or otherwise, then as among the Second Priority Obligations parties hereto the Term/Note Claims shall be deemed to be reinstated to the extent of such Term/Note Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the Second Priority Obligations Payment Date Term/Note Holders shall be deemed not entitled to a Discharge of Term/Note Claims with respect to all such recovered amounts and shall have occurredall rights hereunder until such time. If this Agreement shall have been terminated prior to such Term/Note Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Secured Party Working Capital Loan Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, Working Capital Loan Party any amount (a an “Working Capital Loan Obligation Recovery”), whether ) received as proceeds of security, enforcement in respect of any right of set-off or otherwiseWorking Capital Loan Collateral, then the First Priority Working Capital Loan Obligations shall be reinstated to the extent of such Working Capital Loan Obligation Recovery and deemed to be outstanding as if such payment had not occurred, and the First Priority Obligations Payment Date Working Capital Loan Claimholders shall be deemed not entitled to have occurredreceive payment in full in cash (including, in the case of any letter of credit, cash collateral therefor) with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Working Capital Loan Obligation Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations or rights of the parties hereto. The Second Priority Note Collateral Agent and each Indenture Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral Party agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Agreement, Table of Contents whether by preference or otherwise; it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over (but with respect to the Note Collateral Agent only to the extent not previously distributed by it to the holders of the Notes) for application in accordance with the priorities set forth in this Agreement. (b) If any Indenture Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of any Working Capital Loan Party any amount (an “Indenture Obligation Recovery”) received in respect of any Indenture Collateral, then the Indenture Obligations shall be reinstated to the extent of such Common Collateral Indenture Obligation Recovery and the Indenture Secured Parties shall be entitled to receive payment in full in cash with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Indenture Obligation Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations or rights of the parties hereto. The Working Capital Agent agrees that it shall not be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, ; it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect to each Type of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and the Second Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Secured Party ABL Claimholder is required in any Insolvency Proceeding or otherwise to disgorgeturn over, turn over disgorge or otherwise pay to the estate of any Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, Obligor any amount paid in respect of ABL Obligations (a an “ABL Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority Obligations such ABL Claimholders shall be reinstated entitled to a reinstatement of ABL Obligations with respect to all such recovered amounts, and all rights, interests, priorities and privileges recognized in this Agreement shall apply from and after the extent date of such Recovery and deemed turn over, disgorgement or other payment with respect to be outstanding as if any such payment had not occurred, and the First Priority Obligations Payment Date shall be deemed not to have occurredABL Recovery. If this Agreement shall have been terminated prior to such ABL Recovery, this Agreement shall be reinstated from and after the date of such turn over, disgorgement or other payment in full force and effect, and such prior termination shall not diminish, release, discharge, impair impair, or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties hereto from such date of reinstatement and to the Third Priority Secured Parties extent the ABL Cap was decreased in connection with respect to each Type such payment of Common Collateral agree that none of them the ABL Obligations, the ABL Cap shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect increased to such Common Collateral made extent. No such reinstatement shall in accordance with this Agreement, whether by preference any event require the Term Agent or otherwise, it being understood and agreed that the benefit of Term Loan Claimholders to pay over to the ABL Agent or the ABL Claimholders any amounts which the Term Agent or the Term Loan Claimholders may have received prior to such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreementreinstatement. (b) With If any Term Loan Claimholder is required in any Insolvency Proceeding or otherwise to turn over, disgorge or otherwise pay to the estate of any Obligor any amount paid in respect of Term Loan Obligations (a “Term Loan Recovery”), then such Term Loan Claimholders shall be entitled to a reinstatement of Term Loan Obligations with respect to each Type of Common Collateralall such recovered amounts, if any Grantor receives a Recovery and all rights, interests, priorities and privileges recognized in this Agreement shall apply from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then and after the Second Priority Obligations shall be reinstated to the extent date of such Recovery and deemed turn over, disgorgement or other payment with respect to be outstanding as if any such payment had not occurred, and the Second Priority Obligations Payment Date shall be deemed not to have occurredTerm Loan Recovery. If this Agreement shall have been terminated prior to such Term Loan Recovery, this Agreement shall be reinstated from and after the date of such turn over, disgorgement or other payment in full force and effect, and such prior termination shall not diminish, release, discharge, impair impair, or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties hereto from such date of reinstatement and to the extent the Term Loan Cap was decreased in connection with respect to each Type such payment of Common Collateral agree that none of them the Term Loan Obligations, the Term Loan Cap shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect increased to such Common Collateral made extent. No such reinstatement shall in accordance with this Agreement, whether by preference any event require the ABL Agent or otherwise, it being understood and agreed that the benefit of ABL Claimholders to pay over to the Term Agent or the Term Loan Claimholders any amounts which the ABL Agent or the ABL Claimholders may have received prior to such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreementreinstatement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Secured Party Lien Holder is required in any Insolvency or Liquidation Proceeding or otherwise to disgorgeturn over, turn over disgorge or otherwise pay to the estate of the Company or any Grantorother Grantor (or any trustee, receiver, representative or similar person therefor), because the payment of such amount was avoided or ordered declared to be paid fraudulent, preferential or disgorged avoidable in any respect or for any other reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff or otherwise, then the First Priority Obligations Claims shall be reinstated in the amount of and to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and, if the Discharge of First Priority Claims has occurred, then such Discharge of First Priority Claims shall automatically be deemed to have not occurred and the amount of such Recovery shall automatically be treated as First Priority Obligations Payment Date shall be deemed not to have occurredClaims for all purposes of this Agreement. If this Agreement shall have been terminated prior to such any Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties and Any amounts received by any Subordinated Lien Holder in respect of the Third Priority Secured Parties with respect to each Type of Common Collateral agree that none on account of them shall the Subordinated Lien Obligations after the termination of this Agreement shall, in the event of a reinstatement of this Agreement pursuant to this Section 6.4, be entitled held in trust for and paid over to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common the First Priority Lien Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that Trustee for the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over the First Priority Lien Secured Parties for application in accordance with to the priorities set forth in reinstated First Priority Claims. This Section 6.4 shall survive termination of this Agreement. (b) With respect to each Type of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and the Second Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if any First Priority Secured Party If Landlord is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, Tenant any amount paid in respect of Non-CPLV Lease Obligations (a “Landlord Recovery”), then Landlord shall be entitled to a reinstatement of its Non-CPLV Lease Obligations with respect to all such recovered amounts on the date of such Landlord Recovery, and from and after the date of such reinstatement the Discharge of Non-CPLV Lease Obligations shall be deemed not to have occurred for all purposes hereunder. If any Tenant Financing Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Tenant any amount paid in respect of Tenant Financing Obligations (a “Tenant Financing Recovery” and, together with a Landlord Recovery, a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority Obligations such Tenant Financing Claimholder shall be reinstated entitled to a reinstatement of its Tenant Financing Obligations with respect to all such recovered amounts on the extent date of such Recovery and deemed to be outstanding as if such payment had not occurredRecovery, and from and after the First Priority date of such reinstatement the Discharge of Tenant Financing Obligations Payment Date shall be deemed not to have occurredoccurred for all purposes hereunder. If this Agreement shall have been terminated prior to such any Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties heretohereto from such date of reinstatement. The Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral parties hereto agree that none of them they shall not be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect to each Type . This Section 6.4 shall survive termination of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and the Second Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Secured Party Lien Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any Grantor, because Loan Party any amount paid in respect of First Lien Obligations (other than any such amount was avoided or ordered in respect of the BDK Collateral prior to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount the Discharge of BDK Obligations) (a “Recovery”), whether received then such First Lien Claimholder shall be entitled to a reinstatement of its First Lien Obligations with respect to all such recovered amounts on the date of such Recovery, and from and after the date of such reinstatement the Discharge of First Lien Obligations (or, as proceeds applicable, payment in full in cash of security, enforcement all Excess First Lien Obligations (including interest accruing thereon on or after the commencement of any right of set-off Insolvency or otherwiseLiquidation Proceeding, then the First Priority Obligations shall whether or not such interest would be reinstated to the extent of allowed in such Recovery and deemed to be outstanding as if such payment had not occurred, and the First Priority Obligations Payment Date Insolvency or Liquidation Proceeding)) shall be deemed not to have occurredoccurred for all purposes hereunder. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties heretohereto from such date of reinstatement. The Second Priority Secured Parties and If, prior to the Third Priority Secured Parties with Discharge of BDK Obligations, any BDK Senior Lien Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of any Loan Party any amount paid in respect to each Type of Common Collateral agree that none BDK Senior Lien Obligations (other than any such amount in respect of them the Collateral) (a “BDK Recovery”), then such BDK Senior Lien Claimholder shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation a reinstatement of its BDK Senior Lien Obligations with respect to all such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that recovered amounts on the benefit date of such avoidance action otherwise allocable to them shall instead be allocated BDK Recovery, and turned over for application in accordance with from and after the priorities set forth in this Agreement. (b) With respect to each Type of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Obligations shall be reinstated to the extent date of such Recovery and deemed to be outstanding as if reinstatement the Discharge of BDK Senior Lien Obligations in respect of such payment had not occurred, and the Second Priority Obligations Payment Date BDK Senior Lien Claimholders shall be deemed not to have occurredoccurred for all purposes hereunder. If this Agreement shall have been terminated prior to such BDK Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties heretohereto from such date of reinstatement. The Third Priority Secured Parties with respect to each Type This Section 6.5 shall survive termination of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Lien Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any Grantorof the Credit Parties, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”"RECOVERY"), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority Lien Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the First Priority Lien Obligations Payment Date shall be deemed not to have occurredbeen Paid in Full. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effecteffect from an after the date of such Recovery, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Lien Secured Parties and the Third Priority Lien Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them from and after the date of such Recovery shall instead be by allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect to each Type of Common CollateralTo the extent the First Lien Obligation shall have been Paid in Full and so long as the Second Lien Obligations shall not have been Paid in Full, if any Grantor receives Second Lien Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay a Recovery from any Second Priority Secured PartyRecovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Lien Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the Second Priority Lien Obligations Payment Date shall be deemed not to have occurredbeen Paid in Full. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effecteffect from and after the date of such Recovery, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Lien Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them from and after the date of such Recovery shall instead be by allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Secured Party Revolver Claimholder is required in any Insolvency Proceeding or otherwise to disgorgeturn over, turn over disgorge or otherwise pay to the estate of any Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, Grantor any amount paid in respect of Revolver Obligations (a “Revolver Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority Obligations such Revolver Claimholders shall be reinstated entitled to the extent a reinstatement of Revolver Obligations with respect to all such Recovery and deemed to be outstanding as if such payment had not occurredrecovered amounts, and the First Priority Obligations Payment Date all rights, interests, priorities and privileges recognized in this Agreement shall be deemed not apply with respect to have occurredany such Revolver Recovery. If this Agreement shall have been terminated prior to such Revolver Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair impair, or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties hereto from such date of reinstatement and to the Third Priority Secured Parties extent the Revolver Cap was decreased in connection with respect to each Type such payment of Common Collateral agree that none of them the Revolver Obligations, the Revolver Cap shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect increased to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreementextent. (b) With If any Term Loan Claimholder is required in any Insolvency Proceeding or otherwise to turn over, disgorge or otherwise pay to the estate of any Grantor any amount paid in respect of Term Loan Obligations (a “Term Loan Recovery”), then such Term Loan Claimholders shall be entitled to a reinstatement of Term Loan Obligations with respect to each Type of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Obligations shall be reinstated to the extent of all such Recovery and deemed to be outstanding as if such payment had not occurredrecovered amounts, and the Second Priority Obligations Payment Date all rights, interests, priorities and privileges recognized in this Agreement shall be deemed not apply with respect to have occurredany such Term Loan Recovery. If this Agreement shall have been terminated prior to such Term Loan Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair impair, or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties hereto from such date of reinstatement and to the extent the Term Loan Cap was decreased in connection with respect to each Type such payment of Common Collateral agree that none of them the Term Loan Obligations, the Term Loan Cap shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect increased to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreementextent.

Avoidance Issues. (ai) With respect to each Type If the Senior Collateral Agent (on behalf of Common Collateral, if any First Priority the Senior Secured Party Parties) is required in any Insolvency Proceeding Bankruptcy Event or otherwise to disgorge, turn over or otherwise pay to the estate of the Borrower or any Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, other Grantor any amount paid in respect of the Senior Secured Obligations (a “Senior Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority Obligations Senior Collateral Agent (on behalf of the Senior Secured Parties) shall be reinstated entitled to a reinstatement of Senior Secured Obligations with respect to all such recovered amounts. In such event, the extent Discharge of such Recovery and deemed to be outstanding as if such payment had not occurred, and the First Priority Senior Secured Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Senior Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority hereto from such date of reinstatement. (ii) If the Subordinated Collateral Agent (on behalf of the Subordinated Secured Parties and Parties) is required in any Bankruptcy Event or otherwise to turn over or otherwise pay to the Third Priority estate of the Borrower or any other Grantor any amount paid in respect of the Subordinated Secured Parties with respect to each Type Obligations (a “Subordinated Recovery”), then the Subordinated Collateral Agent (on behalf of Common Collateral agree that none of them the Subordinated Secured Parties) shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation a reinstatement of Subordinated Secured Obligations with respect to all such Common Collateral made in accordance with this Agreementrecovered amounts. In such event, whether by preference or otherwise, it being understood and agreed that the benefit Discharge of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect to each Type of Common Collateral, if any Grantor receives a Recovery from any Second Priority Subordinated Secured Party, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and the Second Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Subordinated Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type hereto from such date of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreementreinstatement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, Grantor any amount paid in respect of First Lien Obligations (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the such First Priority Obligations Lien Secured Party shall be reinstated entitled to the extent a reinstatement of First Lien Obligations with respect to all such Recovery and deemed to be outstanding as if such payment had not occurredrecovered amounts, and the Discharge of First Priority Lien Obligations Payment Date shall be deemed not to have occurredoccurred for all purposes hereunder. If this Agreement shall have been terminated prior to such RecoveryRecovery or any finding of the invalidity of a Lien of the First Lien Collateral Agent, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties heretohereto from such date of reinstatement. The If any Second Priority Lien Secured Parties and Party is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the Third Priority estate of any Grantor any amount paid in respect of Second Lien Obligations (a “Second Lien Recovery”), then such Second Lien Secured Parties with respect to each Type of Common Collateral agree that none of them Party shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation a reinstatement of Second Lien Obligations with respect to all such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect to each Type of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurredrecovered amounts, and the Discharge of Second Priority Lien Obligations Payment Date shall be deemed not to have occurredoccurred for all purposes hereunder. If this Agreement shall have been terminated prior to such RecoverySecond Lien Recovery or any finding of the invalidity of a Lien of the Second Lien Collateral Agent, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type hereto from such date of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreementreinstatement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Secured Party Claimholder is required in any Insolvency Proceeding or otherwise to disgorgeturn over, turn over disgorge or otherwise pay to the estate of any Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, Grantor any amount paid in respect of Revolving Obligations or Notes Obligations, as the case may be (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority Obligations such Claimholders shall be reinstated entitled to a reinstatement of the extent Revolving Obligations or the Notes Obligations, as applicable, with respect to all such recovered amounts, and all rights, interests, priorities and privileges recognized in this Agreement shall apply with respect to any such Recovery (including that the amount of such Recovery and deemed to be outstanding is a Revolving Obligation or Notes Obligation, as if such payment had not occurredapplicable, and the First Priority Obligations Payment Date shall be deemed not to have occurredsecured by Collateral in accordance with this Agreement). If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair impair, or otherwise affect the obligations of the parties heretohereto from such date of reinstatement. The Second Priority Secured Parties Notwithstanding anything to the contrary contained herein, if in any Insolvency Proceeding a determination is made that any prior Lien encumbering any Collateral is not enforceable for any reason then the Revolving Collateral Agent orLender or Revolving Claimholders, on the one hand, and the Third Priority Secured Parties with respect to each Type Notes Collateral Agent or Notes Claimholders, on the other hand, having Liens of Common Collateral lower ranking priority as provided in this Agreement agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation recovery they may receive with respect to, or allocable to, the value of the assets constituting Collateral subject to an enforceable Lien in favor of any such Common lower ranking priority Lien holder or any proceeds thereof shall (for so long as the Discharge of Revolving Obligations has not occurred, in the case of assets constituting Revolving Priority Collateral, or the Discharge of Note Loan Obligations has not occurred, in the case of assets constituting Notes Priority Collateral) be segregated and held in trust and forthwith paid over to the Revolving Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that AgentLender for the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect to each Type of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off Revolving Claimholders or otherwise, then the Second Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and the Second Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type of Common Notes Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that Agent for the benefit of the Note Claimholders, as applicable based on whichever holds or is intended to hold the prior Lien as provided in Section 2.1, in the same form as received without recourse, representation or warranty (other than a representation of the applicable Revolving Collateral AgentLender or Notes Collateral Agent (required to so segregate and pay over) that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such avoidance action distribution or recovery) but with any necessary endorsements or as a court of competent jurisdiction may otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreementdirect.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Lien Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay or relinquish to a trustee, a receiver, or the estate of any GrantorLoan Party, because such amount was avoided or ordered to be paid paid, disgorged or disgorged relinquished for any reason, including including, without limitation because it was found to be a fraudulent or preferential transfertransfer or because the Liens securing the First Lien Obligations are unperfected or otherwise voided, avoided, invalidated or lapsed, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then then, subject to the proviso below, the First Priority Lien Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the First Priority Lien Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties heretohereto from the date of reinstatement. The Second Priority Lien Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting Recovery, solely to the extent arising in respect of or otherwise relating on account of each First Lien Secured Party’s interest in the Second Lien Collateral or on account of such First Lien Secured Party’s “secured claim” against any Loan Party within the meaning of section 506 of the Bankruptcy Code, to any distribution extent beyond what they would have been entitled to had such Recovery not occurred (solely to the extent arising in respect of or allocation with respect to on account of such Common Second Lien Secured Party’s interest in the Second Lien Collateral made in accordance with this Agreementor an account of such Second Lien Secured Party’s “secured claim” against any Loan Party within the meaning of section 506 of the Bankruptcy)(in each case, whether by preference or otherwisea “Secured Claim Recovery”), it being understood and agreed that the benefit of such avoidance action Secured Claim Recovery otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. ; provided, that notwithstanding anything to the contrary contained herein, (bi) With respect to each Type of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether amount received as proceeds of security, enforcement of any right of set-off or otherwise, then by the Second Priority Obligations Lien Secured Parties in respect of a Secured Claim Recovery to be so turned over shall be reinstated limited to the extent amount in excess of such Recovery and deemed to be outstanding as if such payment had not occurred, and the amount they would have received on account of its interest in the Second Priority Obligations Payment Date shall be deemed Lien Collateral or pursuant to its secured claim under section 506 of the Bankruptcy Code had such Secured Claim Recovery not to have occurred. If this Agreement shall have been terminated prior to such occurred and (ii) except for the amounts specified in the foregoing clause (i) in respect of a Secured Claim Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Second Lien Secured Parties with respect to each Type of Common Collateral agree that none of them shall otherwise be entitled to benefit from receive and retain any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise amounts allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreementrespect of any other Recovery.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Secured Party ABL Claimholder is required in any Insolvency Proceeding or otherwise to disgorgeturn over, turn over disgorge or otherwise pay to the estate of any Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, Grantor any amount paid in respect of ABL Obligations (a an “ABL Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority Obligations such ABL Claimholders shall be reinstated entitled to a reinstatement of ABL Obligations with respect to all such recovered amounts, and all rights, interests, priorities and privileges recognized in this Agreement shall apply from and after the extent date of such Recovery and deemed turn over, disgorgement or other payment with respect to be outstanding as if any such payment had not occurred, and the First Priority Obligations Payment Date shall be deemed not to have occurredABL Recovery. If this Agreement shall have been terminated prior to such ABL Recovery, this Agreement shall be reinstated from and after the date of such turn over, disgorgement or other payment in full force and effect, and such prior termination shall not diminish, release, discharge, impair impair, or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties hereto from such date of reinstatement and to the Third Priority Secured Parties extent the ABL Cap was decreased in connection with respect to each Type such payment of Common Collateral agree that none of them the ABL Obligations, the ABL Cap shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect increased to such Common Collateral made extent. No such reinstatement shall in accordance with this Agreement, whether by preference any event require the Term Agent or otherwise, it being understood and agreed that the benefit of Term Loan Claimholders to pay over to the ABL Agent or the ABL Claimholders any amounts which the Term Agent or the Term Loan Claimholders may have received prior to such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreementreinstatement. (b) With If any Term Loan Claimholder is required in any Insolvency Proceeding or otherwise to turn over, disgorge or otherwise pay to the estate of any Grantor any amount paid in respect of Term Loan Obligations (a “Term Loan Recovery”), then such Term Loan Claimholders shall be entitled to a reinstatement of Term Loan Obligations with respect to each Type of Common Collateralall such recovered amounts, if any Grantor receives a Recovery and all rights, interests, priorities and privileges recognized in this Agreement shall apply from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then and after the Second Priority Obligations shall be reinstated to the extent date of such Recovery and deemed turn over, disgorgement or other payment with respect to be outstanding as if any such payment had not occurred, and the Second Priority Obligations Payment Date shall be deemed not to have occurredTerm Loan Recovery. If this Agreement shall have been terminated prior to such Term Loan Recovery, this Agreement shall be reinstated from and after the date of such turn over, disgorgement or other payment in full force and effect, and such prior termination shall not diminish, release, discharge, impair impair, or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties hereto from such date of reinstatement and to the extent the Term Loan Cap was decreased in connection with respect to each Type such payment of Common Collateral agree that none of them the Term Loan Obligations, the Term Loan Cap shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect increased to such Common Collateral made extent. No such reinstatement shall in accordance with this Agreement, whether by preference any event require the ABL Agent or otherwise, it being understood and agreed that the benefit of ABL Claimholders to pay over to the Term Agent or the Term Loan Claimholders any amounts which the ABL Agent or the ABL Claimholders may have received prior to such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreementreinstatement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any GrantorLoan Party, because such amount was avoided or ordered to be paid or disgorged for any reason, including including, without limitation limitation, because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the First Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect to each Type of Common Collateral, if . 5.6 Asset Dispositions in an Insolvency Proceeding. Neither the Second Priority Representative nor any Grantor receives a Recovery from any other Second Priority Secured PartyParty shall, whether received as proceeds of security, enforcement of any right of set-off in an Insolvency Proceeding or otherwise, then oppose any sale or disposition of any assets of any Loan Party that is supported by the Second First Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurredSecured Parties, and the Second Priority Obligations Payment Date shall Representative and each other Second Priority Secured Party will be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations consented under Section 363 of the parties hereto. The Third Bankruptcy Code (and otherwise) to any sale supported by the First Priority Secured Parties with respect and to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to have released their Liens on such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.assets. 5.7

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Secured Party ABL Lender is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of the Borrower or any Grantorother Grantor (or any trustee, receiver or similar person therefor), because the payment of such amount was avoided or ordered declared to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferin any respect or for any other reason, any amount (a an “ABL Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff or otherwise, then as among the First Priority Obligations parties hereto the ABL Claims shall be deemed to be reinstated to the extent of such ABL Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the First Priority Obligations Payment Date ABL Lenders shall be deemed not entitled, to the extent they are entitled hereunder, to a Discharge of ABL Priority Claims with respect to all such recovered amounts and shall have occurredall rights hereunder until such time. If this Agreement shall have been terminated prior to such ABL Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With If any Term Loan Lender is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower or any other Grantor (or any trustee, receiver or similar person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect to each Type of Common Collateralor for any other reason, if any Grantor receives amount (a Recovery from any Second Priority Secured Party“Term Loan Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff or otherwise, then as among the Second Priority Obligations parties hereto the Term Loan Claims shall be deemed to be reinstated to the extent of such Term Loan Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the Second Priority Obligations Payment Date Term Loan Lenders shall be deemed not entitled, to the extent they are entitled hereunder, to a Discharge of Term Priority Claims with respect to all such recovered amounts and shall have occurredall rights hereunder until such time. If this Agreement shall have been terminated prior to such Term Loan Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any Pulitzer First Priority Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the bankruptcy trustee or the estate of any Borrower or Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Pulitzer First Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and the Discharge of Pulitzer First Priority Obligations, if it shall otherwise have occurred, and the First Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Pulitzer Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made on behalf of the Pulitzer First Priority Obligations in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect to each Type of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and the Second Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay any amount to the estate of the Company or any Grantorother Grantor (or any trustee, receiver or similar Person therefor), because the payment of such amount was avoided or ordered declared to be paid or disgorged for any reason, including without limitation because it was found to be a avoided as fraudulent or preferential transferin any respect or for any other reason, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff, recoupment or otherwise, then the First Priority Lien Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the First Priority Obligations Payment Date Lien Secured Parties shall be deemed not entitled to have occurredthe benefits of this Agreement with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Parity Lien Secured Parties and the Third Priority Junior Lien Secured Parties with respect to each Type of Common Collateral hereby agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be treated as Proceeds and allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect Following the Discharge of Priority Lien Obligations but prior to each Type the Discharge of Common CollateralParity Lien Obligations, if any Parity Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay any amount to the estate of the Company or any other Grantor receives a Recovery from (or any Second Priority Secured Partytrustee, receiver or similar Person therefor), because the payment of such amount was declared to be or avoided as fraudulent or preferential in any respect or for any other reason, any Recovery, whether received as proceeds of security, enforcement of any right of set-off setoff, recoupment or otherwise, then the Second Priority Parity Lien Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the Second Priority Obligations Payment Date Parity Lien Secured Parties shall be deemed not entitled to have occurredthe benefits of this Agreement with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Junior Lien Secured Parties with respect to each Type of Common Collateral hereby agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be treated as Proceeds and allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Senior Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any Grantorthe Vendor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority Senior Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the First Priority Senior Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Junior Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. 5.6 Asset Dispositions in an Insolvency Proceeding. (a) The Purchaser shall not, in an Insolvency Proceeding or otherwise, oppose any sale or disposition of any Senior Debt Priority Collateral that is supported by the Senior Debt Secured Parties, and the Purchaser will consent (and will be deemed hereunder to have consented), under the applicable Insolvency Laws to any sale of any Senior Debt Priority Collateral supported by the Senior Debt Secured Parties and to have released the Junior Liens on such assets. Notwithstanding the foregoing, it is agreed that no Senior Debt Secured Party shall convey or approve a transfer of any mineral tenures necessary or desirable for the extraction of gold at the Xxxxxxxx Property without requiring such transferee to agree in writing that its interests in such mineral tenures are subject to the obligations of the Vendor under the Royal Gold Purchase Agreement; provided that the Purchaser shall not oppose any such transfer of mineral tenures in compliance with the foregoing requirement. (b) With respect to each Type of Common CollateralNeither the Senior Debt Representative nor any Senior Debt Secured Party shall, if any Grantor receives a Recovery from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off in an Insolvency Proceeding or otherwise, then oppose any sale or disposition of any Royal Gold Priority Collateral that is supported by the Second Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurredPurchaser, and the Second Priority Obligations Payment Date shall Senior Debt Representative and the Senior Debt Secured Parties will consent (and will be deemed not hereunder to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations consented) under Section 363 of the parties hereto. The Third Priority Secured Parties with respect to each Type Bankruptcy Code or similar provision of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating other applicable Insolvency Law, to any distribution or allocation with respect sale of any Royal Gold Priority Collateral supported by the Purchaser and to have released the Junior Liens on such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.assets. 5.7

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of the Company or any Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, other Grantor any amount paid, whether received as a payment from the proceeds of Collateral or other security, enforcement of set off rights, or otherwise, in respect of First Lien Obligations (a “First Lien Recovery”), then such First Lien Secured Party shall be entitled to a reinstatement of its First Lien Obligations with respect to all such recovered amounts on the date of such First Lien Recovery, and from and after the date of such reinstatement the Discharge of First Lien Obligations shall be deemed not to have occurred for all purposes hereunder. If any Second Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Company or any other Grantor any amount paid, whether received as a payment from the proceeds of Collateral or other security, enforcement of set off rights, or otherwise, in respect of Second Lien Obligations (a “Second Lien Recovery” and, together with the First Lien Recovery, a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority Obligations such Second Lien Secured Party shall be reinstated entitled to a reinstatement of its Second Lien Obligations with respect to all such recovered amounts on the extent date of such Recovery and deemed to be outstanding as if such payment had not occurredSecond Lien Recovery, and from and after the First Priority date of such reinstatement the Discharge of Second Lien Obligations Payment Date shall be deemed not to have occurredoccurred for all purposes hereunder. If this Agreement shall have been terminated prior to any such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties hereto from such date of reinstatement and the Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect to each Type of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if the Cap Amount was decreased in connection with such payment had not occurredof the First Lien Obligations, and the Second Priority Obligations Payment Date Cap Amount shall be deemed not to have occurred. If this Agreement shall have been terminated prior increased to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreementextent.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if any First Priority Secured Party If Landlord is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, Tenant any amount paid in respect of CPLV Lease Obligations (a “Landlord Recovery”), then Landlord shall be entitled to a reinstatement of its CPLV Lease Obligations with respect to all such recovered amounts on the date of such Landlord Recovery, and from and after the date of such reinstatement the Discharge of CPLV Lease Obligations shall be deemed not to have occurred for all purposes hereunder. If any Tenant Financing Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Tenant any amount paid in respect of Tenant Financing Obligations (a “Tenant Financing Recovery” and, together with a Landlord Recovery, a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority Obligations such Tenant Financing Claimholder shall be reinstated entitled to a reinstatement of its Tenant Financing Obligations with respect to all such recovered amounts on the extent date of such Recovery and deemed to be outstanding as if such payment had not occurredRecovery, and from and after the First Priority date of such reinstatement the Discharge of Tenant Financing Obligations Payment Date shall be deemed not to have occurredoccurred for all purposes hereunder. If this Agreement shall have been terminated prior to such any Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties heretohereto from such date of reinstatement. The Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral parties hereto agree that none of them they shall not be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect to each Type . This Section 6.4 shall survive termination of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and the Second Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority ABL Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any GrantorBorrower or any other Grantor (or any trustee, receiver, interim receiver, monitor or similar Person therefor), because the payment of such amount was avoided or ordered declared to be paid fraudulent, preferential or disgorged transaction at undervalue in any respect or for any other reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a an “ABL Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff or otherwise, then as among the First Priority parties hereto the ABL Obligations shall be deemed to be reinstated to the extent of such ABL Recovery and deemed to be outstanding as if such payment had not occurred, and the First Priority Obligations Payment Date ABL Secured Parties shall be deemed not entitled, to the extent they are entitled hereunder, to a Discharge of ABL Obligations with respect to all such recovered amounts and shall have occurredall rights hereunder until such time. If this Agreement shall have been terminated prior to such ABL Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.AMERICAS 99686098 (b) With If any Term Loan Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower or any other Grantor (or any trustee, receiver, interim receiver, monitor or similar Person therefor), because the payment of such amount was declared to be fraudulent, preferential or a transaction at undervalue in any respect to each Type of Common Collateralor for any other reason, if any Grantor receives amount (a Recovery from any Second Priority Secured Party“Term Loan Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff or otherwise, then as among the Second Priority parties hereto the Term Loan Obligations shall be deemed to be reinstated to the extent of such Term Loan Recovery and deemed to be outstanding as if such payment had not occurred, and the Second Priority Obligations Payment Date Term Loan Secured Parties shall be deemed not entitled, to the extent they are entitled hereunder, to a Discharge of Term Loan Obligations with respect to all such recovered amounts and shall have occurredall rights hereunder until such time. If this Agreement shall have been terminated prior to such Term Loan Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type This Section 6.5 shall survive the termination of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any GrantorLoan Party, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the First Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties and the Third Junior Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect to each Type of Common Collateral. 5.6. Asset Dispositions in an Insolvency Proceeding. In an Insolvency Proceeding, if neither the Second Priority Representative, the Junior Priority Representative nor any Grantor receives a Recovery from any other Second Priority Secured Party, whether received as proceeds of security, enforcement Party or Junior Priority Secured Party shall oppose any sale or disposition of any right assets of set-off or otherwise, then any Loan Party that is supported by the Second First Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurredSecured Parties, and the Second Priority Obligations Payment Date shall Representative, the Junior Priority Representative and each other Second Priority Secured Party and Junior Priority Secured Party will be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations consented under Section 363 of the parties hereto. The Third Bankruptcy Code (and otherwise) to any sale supported by the First Priority Secured Parties with respect and to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to have released their Liens on such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreementassets. 5.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Lien Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any Grantorthe Obligor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then (i) such First Lien Secured Party shall have a claim under Section 4.03 as if payment in respect of such amount had never been made by the Collateral Agent to such First Lien Secured Party; provided, however, that any amounts payable by Collateral Agent to a First Lien Secured Party pursuant to this Section 5.05 shall be payable solely from proceeds of Collateral, if any, and no First Lien Secured Party shall acquire direct or participating interests in such First Lien Secured Party’s Obligations or be required to pay to Collateral Agent, such First Lien Secured Party or any other Person any amounts in respect of any such amounts and (ii) the First Priority Lien Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, occurred and the First Priority Lien Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties heretohereto until such time as the First Lien Obligations Payment Date shall have fully and finally occurred with respect to all such reinstated First Lien Obligations. The Second Priority Secured Parties Lien Agent, on behalf of itself and the Third Priority other Second Lien Secured Parties with respect to each Type of Common Collateral agree Parties, agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) With respect to each Type of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and the Second Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority Secured Party Lien Claimholder is required in any an Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of the Borrower or any Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, other Grantor any amount paid in respect of First Lien Obligations (a “First Lien Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the such First Priority Obligations Lien Claimholders shall be reinstated entitled to the extent a reinstatement of First Lien Obligations with respect to all such Recovery and deemed to be outstanding as if such payment had not occurred, and the First Priority Obligations Payment Date shall be deemed not to have occurredrecovered amounts. If this Agreement shall have been terminated prior to such First Lien Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties heretohereto from such date of reinstatement. The Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type Upon any such reinstatement of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect First Lien Obligations (unless, after giving effect to such Common First Lien Recovery, there has been a Discharge of First Lien Obligations), each Second Lien Claimholder will deliver to the First Lien Agent any Collateral made (other than Second Lien Priority Collateral) or net Proceeds thereof received between the Discharge of First Lien Obligations and their reinstatement in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this AgreementSection 4.4. (b) With If any Second Lien Claimholder is required in an Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower or any other Grantor any amount paid in respect of Second Lien Obligations secured by Second Lien Priority Collateral (a “Second Lien Recovery”), then such Second Lien Claimholders shall be entitled to a reinstatement of Second Lien Obligations with respect to each Type of Common Collateral, if any Grantor receives a Recovery from any Second Priority Secured Party, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Second Priority Obligations shall be reinstated to the extent of all such Recovery and deemed to be outstanding as if such payment had not occurred, and the Second Priority Obligations Payment Date shall be deemed not to have occurredrecovered amounts. If this Agreement shall have been terminated prior to such Second Lien Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties heretohereto from such date of reinstatement. The Third Priority Secured Parties with respect to each Type Upon any such reinstatement of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect Second Lien Obligations (unless, after giving effect to such Common Second Lien Recovery, there has been a Discharge of Second Lien Obligations), each First Lien Claimholder will deliver to the Second Lien Claimholders any Collateral made constituting Second Lien Priority Collateral or net Proceeds thereof received between the Discharge of Second Lien Obligations and their reinstatement in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this AgreementSection 4.4.

Avoidance Issues. (a) With respect to each Type of Common Collateral, if If any First Priority ABL Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any GrantorBorrower or any other Grantor (or any trustee, receiver, interim receiver, monitor or similar Person therefor), because the payment of such amount was avoided or ordered declared to be paid fraudulent, preferential or disgorged transaction at undervalue in any respect or for any other reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a an “ABL Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff or otherwise, then as among the First Priority parties hereto the ABL Obligations shall be deemed to be reinstated to the extent of such ABL Recovery and deemed to be outstanding as if such payment had not occurred, and the First Priority Obligations Payment Date ABL Secured Parties shall be deemed not entitled, to the extent they are entitled hereunder, to a Discharge of ABL Obligations with respect to all such recovered amounts and shall have occurredall rights hereunder until such time. If this Agreement shall have been terminated prior to such ABL Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Any amounts received by the Term Loan Agent or any Term Loan Secured Parties Party or by the Notes Agent or any Notes Secured Party, as applicable, on account of the ABL Obligations after the termination of this Agreement shall, in the event of a reinstatement of this Agreement pursuant to this Section 6.5(a), be held in trust for and paid over to the Third Priority Secured Parties with respect to each Type of Common Collateral agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that ABL Agent for the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over the ABL Secured Parties, for application in accordance with to the priorities set forth in this Agreementreinstated ABL Obligations. (b) With If any Term Loan Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower or any other Grantor (or any trustee, receiver, interim receiver, monitor or similar Person therefor), because the payment of such amount was declared to be fraudulent, preferential or a transaction at undervalue in any respect to each Type of Common Collateralor for any other reason, if any Grantor receives amount (a Recovery from any Second Priority Secured Party“Term Loan Recovery”), whether received as proceeds of security, enforcement of any right of set-off setoff or otherwise, then as among the Second Priority parties hereto the Term Loan Obligations shall be deemed to be reinstated to the extent of such Term Loan Recovery and deemed to be outstanding as if such payment had not occurred, and the Second Priority Obligations Payment Date Term Loan Secured Parties shall be deemed not entitled, to the extent they are entitled hereunder, to a Discharge of Term Loan Obligations with respect to all such recovered amounts and shall have occurredall rights hereunder until such time. If this Agreement shall have been terminated prior to such Term Loan Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Third Priority Any amounts received by the ABL Agent or any ABL Secured Parties with respect Party or by the Notes Agent or any Notes Secured Party, as applicable, on account of the Term Loan Obligations after the termination of this Agreement shall, in the event of a reinstatement of this Agreement pursuant to each Type of Common Collateral agree that none of them shall this Section 6.5(b), be entitled held in trust for and paid over to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to such Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the Term Loan Agent for the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over the Term Loan Secured Parties, for application in accordance with to the priorities set forth in reinstated Term Loan Obligations. This Section 6.5 shall survive the termination of this Agreement.