Common use of Insurance and Condemnation Awards Clause in Contracts

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Debt has not occurred, ABL Agent and the other ABL Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the ABL Documents, to settle and adjust claims in respect of the ABL Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Priority Collateral. So long as the Discharge of ABL Debt has not occurred, all Proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents, (iii) third, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents and (v) fifth, if no Excess Term Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Debt, if Term Loan Agent or any other Term Loan Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds over to ABL Agent in accordance with the terms of Section 4.2. (b) So long as the Discharge of Term Loan Debt has not occurred, Term Loan Agent and the other Term Loan Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the Term Loan Documents, to settle and adjust claims in respect of the Term Loan Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the Term Loan Priority Collateral. So long as the Discharge of Term Loan Debt has not occurred, all Proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the Term Loan Documents, (ii) second, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents, (iii) third, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the Term Loan Documents, (iv) fourth, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents and (v) fifth, if no Excess ABL Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of Term Loan Debt, if ABL Agent or any other ABL Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds over to Term Loan Agent in accordance with the terms of Section 4.2.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Revolving Loan Priority Debt has not occurred, ABL Revolving Loan Agent and the other ABL Revolving Loan Secured Parties shall have the sole and exclusive right, subject to the rights of U.S. Grantors under the ABL Revolving Loan Documents, to settle and adjust claims in respect of the ABL Revolving Loan Priority Collateral under policies of insurance and to approve any award granted in any condemnation condemnation, expropriation or similar proceeding, or any deed in lieu of condemnation or expropriation in respect of the ABL Revolving Loan Priority Collateral. So long as the Discharge of ABL Revolving Loan Priority Debt has not occurred, all Proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnationcondemnation or expropriation, shall (ia) first, up to an amount not to exceed the ABL Debt, be paid to ABL Revolving Loan Agent for the benefit of the ABL Revolving Loan Secured Parties to the extent required under under, and for application in accordance with, the ABL Revolving Loan Documents, (iib) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under under, and for application in accordance with, the applicable Term Loan Documents, and (iiic) third, up to an amount not to exceed if the Excess ABL Debt, be paid to ABL Agent for the benefit Discharge of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents and (v) fifth, if no Excess Term Loan Debt is outstandinghas occurred, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Revolving Loan Priority Debt, if Term Loan Agent or any other Term Loan Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds over to ABL Revolving Loan Agent in accordance with the terms of Section 4.2. (b) So long as the Discharge of Term Loan Priority Debt has not occurred, Term Loan Agent and the other Term Loan Secured Parties shall have the sole and exclusive right, subject to the rights of U.S. Grantors under the Term Loan Documents, to settle and adjust claims in respect of the Term Loan Priority Collateral under policies of insurance and to approve any award granted in any condemnation condemnation, expropriation or similar proceeding, or any deed in lieu of condemnation condemnation, expropriation in respect of the Term Loan Priority Collateral. So long as the Discharge of Term Loan Priority Debt has not occurred, all Proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnationcondemnation or expropriation, shall (ia) first, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under under, and for application in accordance with, the applicable Term Loan Documents, (iib) second, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents, (iii) third, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Revolving Loan Agent for the benefit of the Term Revolving Loan Secured Parties to the extent required under under, and for application in accordance with, the Term Revolving Loan Documents, (iv) fourth, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents and (vc) fifththird, if no Excess ABL the Discharge of Revolving Loan Debt is outstandinghas occurred, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of Term Loan Priority Debt, if ABL Revolving Loan Agent or any other ABL Revolving Loan Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds over to Term Loan Agent in accordance with the terms of Section 4.2.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Debt has not occurred, ABL Agent and the other ABL Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the ABL Documents, to settle and adjust claims in respect of the ABL Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Priority Collateral. So long as the Discharge of ABL Debt has not occurred, all Proceeds of any such policy and any such award, or any payments with respect to such a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents, (iii) third, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents and (v) fifththird, if no Excess Term Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Debt, if Term Loan Agent or any other Term Loan Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds over to ABL Agent in accordance with the terms of Section 4.2. (b) So long as the Discharge of Term Loan Debt has not occurred, Term Loan Agent and the other Term Loan Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the Term Loan Documents, to settle and adjust claims in respect of the Term Loan Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the Term Loan Priority Collateral. So long as the Discharge of Term Loan Debt has not occurred, all Proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the Term Loan Documents, (ii) second, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents, (iii) third, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the Term Loan Documents, (iv) fourth, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents and (v) fifth, if no Excess ABL Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of Term Loan Debt, if ABL Agent or any other ABL Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds over to Term Loan Agent in accordance with the terms of Section 4.2.

Insurance and Condemnation Awards. (a) So long as Proceeds of Collateral include insurance proceeds and, therefore, the Lien priority set forth in this Agreement shall govern the ultimate disposition of casualty insurance proceeds. (b) Unless and until the Discharge of ABL Debt Obligations has not occurred, the ABL Agent and the other ABL Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the ABL Loan Documents, to settle and adjust claims in respect of the ABL Priority Collateral under policies of insurance; provided that, if any insurance claim includes both ABL Priority Collateral and Term Loan/Notes Priority Collateral, the ABL Agent or the Designated Term Loan/Notes Agent, as determined by whichever class of creditors bore a materially disproportionately greater covered loss shall, in consultation with the other Agent, have the sole and exclusive authority, subject to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect the rights of the Grantors under the ABL Priority CollateralLoan Documents and the Term Loan/Notes Documents, to adjust or settle any claim under the relevant insurance policy; provided that if the covered losses (as between the ABL Obligations and the Term Loan/Notes Obligations) are approximately equal or their relative proportion cannot be ascertained with reasonable certainty, then the ABL Agent and the Designated Term Loan/Notes Agent will work jointly and in good faith to collect, adjust or settle (subject to the rights of the Grantors under the ABL Loan Documents and the Term Loan/Notes Documents) any claim under the relevant insurance policy. So long as the Discharge of ABL Debt Obligations has not occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect policies of insurance referred to a deed in lieu the first sentence of condemnationthis clause (b), shall (i) first, up to an amount not to exceed the ABL Debt, be paid to the ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Loan Documents, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to the Designated Term Loan Loan/Notes Agent for the benefit of the Term Loan Loan/Notes Secured Parties to the extent required under the applicable Term Loan Documents, Loan/Notes Documents and (iii) third, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents and (v) fifth, if no Excess Term Loan Debt is Loan/Notes Obligations are outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or as may otherwise be required by applicable lawLaw. Until the Discharge of ABL DebtObligations, if any Term Loan Loan/Notes Agent or any other Term Loan Loan/Notes Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or paymentpolicy, it shall pay such Proceeds proceeds over to the ABL Agent in accordance with the terms of Section 4.24.4. (bc) So long as Unless and until the Discharge of Term Loan Debt Loan/Notes Obligations has not occurred, the Term Loan Agent Loan/Notes Agents and the other Term Loan Loan/Notes Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the Term Loan Loan/Notes Documents, to settle and adjust claims in respect of the Term Loan Loan/Notes Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the Term Loan Loan/Notes Priority Collateral; provided that, if any insurance claim includes both ABL Priority Collateral and Term Table of Contents Loan/Notes Priority Collateral, the ABL Agent or the Designated Term Loan/Notes Agent, as determined by whichever class of creditors bore a materially disproportionately greater covered loss shall, in consultation with the other Agent, have the sole and exclusive authority, subject to the rights of the Grantors under the ABL Loan Documents and the Term Loan/Notes Documents, to adjust or settle any claim under the relevant insurance policy; provided that if the covered losses (as between the ABL Obligations and the Term Loan/Notes Obligations) are approximately equal or their relative proportion cannot be ascertained with reasonable certainty, then the ABL Agent and the Designated Term Loan/Notes Agent will work jointly and in good faith to collect, adjust or settle (subject to the rights of the Grantors under the ABL Loan Documents and the Term Loan/Notes Documents) any claim under the relevant insurance policy. So long as the Discharge of Term Loan Debt Loan/Notes Obligations has not occurred, all Proceeds proceeds of any such policy policies of insurance referred to in the first sentence of this clause (c) and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the Term Loan Debt, be paid to the Designated Term Loan Loan/Notes Agent for the benefit of the Term Loan Loan/Notes Secured Parties to the extent required under the Term Loan Loan/Notes Documents, (ii) second, up to an amount not to exceed the ABL Debt, be paid to the ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents, Loan Documents and (iii) third, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the Term Loan Documents, (iv) fourth, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents and (v) fifth, if no Excess ABL Debt is Obligations are still outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or as may otherwise be required by applicable lawLaw. Until the Discharge of Term Loan DebtLoan/Notes Obligations, if the ABL Agent or any other ABL Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds proceeds over to the Designated Term Loan Loan/Notes Agent in accordance with the terms of Section 4.24.4.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Revolving Loan Debt has not occurred, ABL Agent and the other ABL Secured Parties Revolving Loan Lender shall have the sole and exclusive right, subject to the rights of Grantors under the ABL Revolving Loan Documents, to settle and adjust claims in respect of the ABL Revolving Loan Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Revolving Loan Priority Collateral. So long as the Discharge of ABL Revolving Loan Debt has not occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties Revolving Loan Lender to the extent required under the ABL Revolving Loan Documents, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Merger Loan Agent for the benefit of the Term Merger Loan Secured Parties to the extent required under the applicable Term Loan Documents, (iii) third, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Merger Loan Documents and (v) fifththird, if no Excess Term Merger Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Revolving Loan Debt, if Term Merger Loan Agent or any other Term Merger Loan Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds proceeds over to ABL Agent Revolving Loan Lender in accordance with the terms of Section 4.2. (b) So long as the Discharge of Term Merger Loan Debt has not occurred, Term Merger Loan Agent and the other Term Merger Loan Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the Term Merger Loan Documents, to settle and adjust claims in respect of the Term Merger Loan Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the Term Merger Loan Priority Collateral. So long as the Discharge of Term Merger Loan Debt has not occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the Term Loan Debt, be paid to Term Merger Loan Agent for the benefit of the Term Merger Loan Secured Parties to the extent required under the Term Merger Loan Documents, (ii) and second, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents, (iii) third, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the Term Loan Documents, (iv) fourth, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents and (v) fifth, if no Excess ABL Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of Term Merger Loan Debt, if ABL Agent or any other ABL Secured Party Revolving Loan Lender shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds proceeds over to Term Merger Loan Agent in accordance with the terms of Section 4.2. (c) In the event that any proceeds are derived from any insurance policy that covers Revolving Loan Priority Collateral and Merger Loan Priority Collateral, Revolving Loan Lender and Merger Loan Agent will work jointly and in good faith to (x) collect, adjust or settle (subject to the rights (if any) of the Grantors under the Revolving Loan Documents and the Merger Loan Documents) any claim under the relevant insurance policy; and (y) to apply the proceeds of such insurance policy in accordance with the provisions and priorities of this Section 3. (d) To effectuate the foregoing, Grantors shall provide Revolving Loan Lender and Merger Loan Agent with separate lender’s loss payable endorsements naming themselves as lender’s loss payee and additional insured, as their interests may appear, with respect to policies which insure Collateral hereunder.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Senior-Priority Debt has not occurred, ABL the Designated First Lien Debt Collateral Agent and the other ABL Secured Parties First Lien Debt Claimholders shall have the sole and exclusive right, subject to the rights of the Grantors under the First Lien Debt Documents and to the terms of the ABL DocumentsIntercreditor Agreement, to settle and adjust claims in respect of the ABL Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Priority Collateral. So long as the Discharge of ABL Senior-Priority Debt has not occurredoccurred (subject, in the case of any ABL Collateral, to the terms of the ABL Intercreditor Agreement), all Proceeds proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (ia) first, up to an amount not to exceed the ABL Debt, be paid to ABL the Designated First Lien Debt Collateral Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties First Lien Debt Claimholders to the extent required under the applicable Term Loan First Lien Debt Documents, (iiib) third, up to an amount not to exceed the Excess ABL Debtsecond, be paid to ABL the Designated Pari Passu Lien Collateral Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties Pari Passu Lien Claimholders to the extent required under the applicable Term Loan Pari Passu Lien Documents and (vc) fifththird, if no Excess Term Loan Pari Passu Lien Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or as may otherwise be required by applicable law. Until the Discharge of ABL Senior-Priority Debt, if Term Loan Agent any Collateral Trustee or any other Term Loan Secured Party Pari Passu Lien Claimholder shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds proceeds over to ABL the Designated First Lien Debt Collateral Agent in accordance with the terms of Section 4.2. (b) So After the Discharge of Senior-Priority Debt has occurred and so long as the Discharge of Term Loan Debt Pari Passu Lien Obligations has not occurred, Term Loan the Designated Pari Passu Lien Collateral Agent and the other Term Loan Secured Parties Pari Passu Lien Claimholders shall have the sole and exclusive right, subject to the rights of the Grantors under the Term Loan DocumentsPari Passu Lien Documents and to the terms of the Collateral Trust Agreement, the ABL Intercreditor Agreement and any other then effective intercreditor agreement, to settle and adjust claims in respect of the Term Loan Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the Term Loan Priority Collateral. So After the Discharge of Senior-Priority Debt has occurred (subject, in the case of any ABL Collateral, to the terms of the ABL Intercreditor Agreement), but so long as the Discharge of Term Loan Debt Pari Passu Lien Obligations has not occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (ia) first, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan the Designated Pari Passu Lien Collateral Agent for the benefit of the Term Loan Secured Parties to the extent required under the Term Loan Documents, (ii) second, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties Pari Passu Lien Claimholders to the extent required under the applicable ABL Documents, (iii) third, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the Term Loan Documents, (iv) fourth, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Pari Passu Lien Documents and (vb) fifthsecond, if no Excess ABL Pari Passu Lien Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or as may otherwise be required by applicable law. Until the Discharge of Term Loan Debt, if ABL Agent or any other ABL Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds over to Term Loan Agent in accordance with the terms of Section 4.2.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Debt Revolving Loan Obligations has not occurred, ABL subject to Sections 3.1(a)(i), (a)(ii), (c)(i) and (c)(ii), the Revolving Loan Agent and the other ABL Revolving Loan Secured Parties (and after the Discharge of Revolving Loan Obligations, the First Lien Term Loan Agent and the other First Lien Term Loan Secured Parties until the Discharge of First Lien Term Loan Obligations, and thereafter the Incremental Term Loan Agent and the other Incremental Term Loan Secured Parties) shall have the sole and exclusive right, subject to the rights of the Grantors under the ABL Revolving Loan Documents (or the First Lien Term Loan Documents or the Incremental Term Loan Documents, as applicable), to settle and adjust claims in respect of the ABL Revolving Loan Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Revolving Loan Priority Collateral. So long as the Discharge of ABL Debt has not occurred, all All Proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall shall, subject to the rights of the Grantors under the Revolving Loan Documents, (i) first, up to an amount if the Discharge of Revolving Loan Obligations has not to exceed the ABL Debtoccurred, be paid to ABL the Revolving Loan Agent for the benefit of the ABL Revolving Loan Secured Parties to the extent required under the ABL Revolving Loan Documents, (ii) second, up to an amount not to exceed if the Discharge of First Lien Term Loan DebtObligations has not occurred, be paid to the First Lien Term Loan Agent for the benefit of the First Lien Term Loan Secured Parties to the extent required under the applicable First Lien Term Loan Documents, (iii) third, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Incremental Term Loan Agent for the benefit of the Incremental Term Loan Secured Parties to the extent required under the applicable Incremental Term Loan Documents and until the Discharge of Incremental Term Loan Obligations has occurred, (iv) fourth, if no Incremental Term Loan Obligations are outstanding, be paid to the Revolving Loan Agent for application to the Revolving Loan Excess Debt until such Revolving Loan Excess Debt has been paid in full, (v) fifth, if no Revolving Loan Excess Term Loan Debt is outstanding, be paid to the First Lien Term Loan Agent for application to the First Lien Term Loan Excess Debt until such First Lien Term Loan Excess Debt has been paid in full, (vi) sixth, if no First Lien Term Loan Excess Debt is outstanding, be paid to the Incremental Term Loan Agent for application to Incremental Term Loan Excess Debt until such Incremental Term Loan Excess Debt has been paid in full, and (vii) seventh, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL DebtRevolving Loan Obligations and the Discharge of First Lien Term Loan Obligations, if any Term Loan Agent or any other Term Loan Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or paymentpayment in respect of any Revolving Loan Priority Collateral, it shall pay such Proceeds over to ABL the Revolving Loan Agent in accordance with the terms of Section 4.2. (b) So long as the Discharge of First Lien Term Loan Debt Obligations has not occurred, subject to Sections 3.1(b)(i), (b)(ii), (c)(i) and (c)(ii), the First Lien Term Loan Agent and the other First Lien Term Loan Secured Parties (and after Discharge of First Lien Term Loan Obligations, the Incremental Term Loan Agent and the other Incremental Term Loan Secured Parties until the Discharge of Incremental Term Loan Obligations and thereafter the Revolving Loan Agent and the other Revolving Loan Secured Parties) shall have the sole and exclusive right, subject to the rights of the Grantors under the Term Loan Documents, to settle and adjust claims in respect of the Term Loan Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the Term Loan Priority Collateral. So long as the Discharge of Term Loan Debt has not occurred, all All Proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall shall, subject to the rights of the Grantors under the Term Loan Documents, (i) first, up to an amount not to exceed if the Discharge of First Lien Term Loan DebtObligations has not occurred, be paid to the First Lien Term Loan Agent for the benefit of the First Lien Term Loan Secured Parties to the extent required under the applicable First Lien Term Loan Documents, (ii) second, up to an amount if the Discharge of Incremental Term Loan Obligations has not to exceed the ABL Debtoccurred, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents, (iii) third, up to an amount not to exceed the Excess Term Loan Debt, be paid to Incremental Term Loan Agent for the benefit of the Incremental Term Loan Secured Parties to the extent required under the applicable Incremental Term Loan Documents, (iviii) fourth, up to an amount not to exceed the Excess ABL Debtthird, be paid to ABL the Revolving Loan Agent for the benefit of the ABL Revolving Loan Secured Parties to the extent required under the applicable ABL Revolving Loan Documents and until the Discharge of Revolving Loan Obligations has occurred, (iv) fourth, if no Revolving Loan Obligations are outstanding, be paid to the First Lien Term Loan Agent for application to the First Lien Term Loan Excess Debt until such First Lien Term Loan Excess Debt has been paid in full, (v) fifth, if no First Lien Term Loan Excess ABL Debt is outstanding, be paid to the Incremental Term Loan Agent for application to Incremental Term Loan Excess Debt until such Incremental Term Loan Excess Debt has been paid in full, (vi) sixth, if no Incremental Term Loan Excess Debt is outstanding, be paid to the Revolving Loan Agent for application to such Revolving Loan Excess Debt until such Revolving Loan Excess Debt has been paid in full, and (vii) seventh, if no Revolving Loan Excess Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of First Lien Term Loan DebtObligations, if ABL the Incremental Term Loan Agent or any other ABL Incremental Term Loan Secured Party or the Revolving Loan Agent or any other Revolving Loan Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or paymentpayment in respect of any Term Loan Priority Collateral, it shall pay such Proceeds over to the First Lien Term Loan Agent (for the benefit of the First Lien Term Loan Secured Parties) in accordance with the terms of Section 4.2. After the Discharge of First Lien Term Loan Obligations and until the Discharge of Incremental Term Loan Obligations, if the Revolving Loan Agent or any other Revolving Loan Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment in respect of any Term Loan Priority Collateral, it shall pay such Proceeds over to the Incremental Term Loan Agent (for the benefit of the Incremental Term Loan Secured Parties) in accordance with the terms of Section 4.2.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Revolving Loan Debt has not occurred, ABL Revolving Loan Agent and the other ABL Revolving Loan Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the ABL Revolving Loan Documents, to settle and adjust claims in respect of the ABL Revolving Loan Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Revolving Loan Priority Collateral. So long as the Discharge of ABL Revolving Loan Debt has not occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Revolving Loan Agent for the benefit of the Term Revolving Loan Secured Parties to the extent required under the applicable Term Revolving Loan Documents, (iii) third, up to Documents in an aggregate amount not to exceed the Excess ABL Maximum Priority Revolving Loan Debt, (ii) second, be paid to ABL Notes Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Notes Secured Parties to the extent required under the applicable Term Loan Documents and Notes Documents, (viii) fifththird, if no Excess Term Notes Debt is outstanding, be paid to Revolving Loan Agent for the benefit of Revolving Loan Secured Parties for application to any unpaid Revolving Loan Debt in excess of the Maximum Priority Revolving Loan Debt, and (iv) fourth, if no Revolving Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Revolving Loan Debt, if Term Loan Notes Agent or any other Term Loan Notes Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds proceeds over to ABL Revolving Loan Agent in accordance with the terms of Section 4.2. (b) So long as the Discharge of Term Loan Notes Debt has not occurred, Term Loan Notes Agent and the other Term Loan Notes Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the Term Loan Notes Documents, to settle and adjust claims in respect of the Term Loan Notes Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the Term Loan Notes Priority Collateral. So long as the Discharge of Term Loan Notes Debt has not occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i) first, up be paid to an amount not Notes Agent for the benefit of the Notes Secured Parties to exceed the Term Loan Debtextent required under the applicable Notes Documents, (ii) second, be paid to Term Revolving Loan Agent for the benefit of the Term Revolving Loan Secured Parties to the extent required under the Term Revolving Loan Documents, (ii) second, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents, and (iii) third, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the Term Loan Documents, (iv) fourth, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents and (v) fifth, if no Excess ABL Revolving Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of Term Loan Notes Debt, if ABL Revolving Loan Agent or any other ABL Revolving Loan Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds proceeds over to Term Loan Notes Agent in accordance with the terms of Section 4.2.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Revolving Loan Debt has not occurred, ABL the Revolving Loan Agent and the other ABL Revolving Loan Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the ABL Revolving Loan Documents, to settle and adjust claims in respect of the ABL Revolving Loan Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Revolving Loan Priority Collateral. So long as the Discharge of ABL Revolving Loan Debt has not occurred, all Proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (ia) first, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Revolving Loan Agent for the benefit of the Term Revolving Loan Secured Parties to the extent required under under, and for application in accordance with, the applicable Term Revolving Loan Documents, (iiib) third, up to an amount not to exceed the Excess ABL Debtsecond, be paid to ABL the Collateral Agent (or as the Collateral Agent (acting on the instructions of the ROW Instructing Group) may otherwise direct) for the benefit of the ABL ROW Secured Parties to the extent required under under, and for application in accordance with, the ABL applicable ROW Debt Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents and (vc) fifththird, if no Excess Term Loan the Discharge of ROW Debt is outstandinghas occurred, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Revolving Loan Debt, if Term Loan the Collateral Agent or any other Term Loan ROW Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds over to ABL the Revolving Loan Agent in accordance with the terms of Section 4.2. (b) So long as the Discharge of Term Loan ROW Debt has not occurred, Term Loan the Collateral Agent and the other Term Loan ROW Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the Term Loan ROW Debt Documents, to settle and adjust claims in respect of the Term Loan ROW Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the Term Loan ROW Priority Collateral. So long as the Discharge of Term Loan ROW Debt has not occurred, all Proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (ia) first, up to an amount not to exceed the Term Loan Debt, be paid to Term the Collateral Agent (or as the Collateral Agent (acting on the instructions of the ROW Instructing Group) may otherwise direct) for the benefit of the ROW Secured Parties to the extent required under, and for application in accordance with, the applicable ROW Debt Documents, (b) second, be paid to the Revolving Loan Agent for the benefit of the Term Revolving Loan Secured Parties to the extent required under under, and for application in accordance with, the Term Revolving Loan Documents, and (ii) second, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents, (iiic) third, up to an amount not to exceed if the Excess Term Discharge of Revolving Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the Term Loan Documents, (iv) fourth, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents and (v) fifth, if no Excess ABL Debt is outstandinghas occurred, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of Term Loan ROW Debt, if ABL the Revolving Loan Agent or any other ABL Revolving Loan Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds over to Term Loan the Collateral Agent (or as the Collateral Agent (acting on the instructions of the ROW Instructing Group) may otherwise direct) in accordance with the terms of Section 4.2.

Insurance and Condemnation Awards. (a) So long as Until the Discharge of ABL Debt has not occurredObligations (other than the Excess ABL Obligations), ABL Agent and the other ABL Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors the Obligors under the ABL Documents, ABL Agent will have the exclusive right to settle and adjust claims in respect of the ABL Priority Collateral under policies of settlement for any losses covered by an insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of policy covering the ABL Priority Collateral. So long as the Discharge of ABL Debt has not occurred, all Proceeds of any such policy and any such award, to approve an award granted in a condemnation or any payments with respect to similar proceeding (or a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed affecting the ABL DebtPriority Collateral, and all proceeds of such policy, award, or deed will be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents, (iii) third, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents applied in accordance with Section 2.4 and (v) fifththereafter, if no Excess Term Loan Debt is Obligations are outstanding, be paid to the payment to the owner of the subject property property, such other Person as may be entitled thereto, or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable lawdirect. Until the Discharge of ABL Debt, if Term Loan Agent or any other Term Loan Secured Party shallObligations, at any time, receive any Proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds over to ABL Agent in accordance with the terms of Section 4.2. (b) So long as the Discharge of Term Loan Debt has not occurred, Term Loan Agent and the other Term Loan Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors the Obligors under the Term Loan Documents, Term Lender will have the exclusive right to settle and adjust claims in respect of the Term Loan Priority Collateral under policies of settlement for any losses covered by an insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of policy covering the Term Loan Priority Collateral. So long as the Discharge of Term Loan Debt has not occurred, all Proceeds of any such policy and any such award, to approve an award granted in a condemnation or any payments with respect to similar proceeding (or a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed affecting the Term Loan DebtPriority Collateral, and all proceeds of such policy, award, or deed will be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the Term Loan Documents, (ii) second, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents, (iii) third, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the Term Loan Documents, (iv) fourth, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents applied in accordance with Section 2.4 and (v) fifththereafter, if no Excess ABL Debt is Obligations are outstanding, be paid to the payment to the owner of the subject property property, such other Person as may be entitled thereto, or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of Term Loan Debt, if ABL Agent or any other ABL Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds over to Term Loan Agent in accordance with the terms of Section 4.2direct.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Revolving Loan Debt has not occurred, ABL Revolving Loan Agent and the other ABL Revolving Loan Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the ABL Revolving Loan Documents, to settle and adjust claims in respect of the ABL Revolving Loan Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Revolving Loan Priority Collateral. So long as the Discharge of ABL Revolving Loan Debt has not occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i2) first, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Revolving Loan Agent for the benefit of the Term Revolving Loan Secured Parties to the extent required under the applicable Term Revolving Loan Documents, (iii) third, up to Documents in an aggregate amount not to exceed the Excess ABL Maximum Priority Revolving Loan Debt, (3) second, be paid to ABL Notes Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Notes Secured Parties to the extent required under the applicable Term Loan Documents and Notes Documents, (v4) fifththird, if no Excess Term Notes Debt is outstanding, be paid to Revolving Loan Agent for the benefit of Revolving Loan Secured Parties for application to any unpaid Revolving Loan Debt in excess of the Maximum Priority Revolving Loan Debt, and (5) fourth, if no Revolving Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Revolving Loan Debt, if Term Loan Notes Agent or any other Term Loan Notes Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds proceeds over to ABL Revolving Loan Agent in accordance with the terms of Section 4.2. (b) So long as the Discharge of Term Loan Notes Debt has not occurred, Term Loan Notes Agent and the other Term Loan Notes Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the Term Loan Notes Documents, to settle and adjust claims in respect of the Term Loan Notes Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the Term Loan Notes Priority Collateral. So long as the Discharge of Term Loan Notes Debt has not occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i6) first, up to an amount not to exceed the Term Loan Debt, be paid to Term Notes Agent for the benefit of the Notes Secured Parties to the extent required under the applicable Notes Documents, (7) second, be paid to Revolving Loan Agent for the benefit of the Term Revolving Loan Secured Parties to the extent required under the Term Revolving Loan Documents, (ii) second, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents, (iii) third, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the Term Loan Documents, (iv) fourth, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents and (v) fifth8) third, if no Excess ABL Revolving Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of Term Loan Notes Debt, if ABL Revolving Loan Agent or any other ABL Revolving Loan Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds proceeds over to Term Loan Notes Agent in accordance with the terms of Section 4.2.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Revolving Loan Debt has not occurred, ABL the Revolving Loan Agent and the other ABL Revolving Loan Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the ABL Revolving Loan Documents, to settle and adjust claims in respect of the ABL Revolving Loan Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Revolving Loan Priority Collateral. So long as the Discharge of ABL Revolving Loan Debt has not occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents, (iii) third, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents and (v) fifth, if no Excess Term Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable lawin accordance with Section 4.1 hereof. Until the Discharge of ABL Revolving Loan Debt, if the Term Loan Agent or any other Term Loan Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds proceeds over to ABL the Revolving Loan Agent in accordance with the terms of Section 4.24.2 hereof. (b) So long as the Discharge of Term Loan Debt has not occurred, the Term Loan Agent and the other Term Loan Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the Term Loan Documents, to settle and adjust claims in respect of the Term Loan Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the Term Loan Priority Collateral. So long as the Discharge of Term Loan Debt has not occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i) first, up condemnation with respect to an amount not to exceed the Term Loan Debt, be paid to Term Loan Agent for the benefit any of the Term Loan Secured Parties to the extent required under the Term Loan DocumentsPriority Collateral, (ii) second, up to an amount not to exceed the ABL Debt, shall be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents, (iii) third, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the Term Loan Documents, (iv) fourth, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents and (v) fifth, if no Excess ABL Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable lawin accordance with Section 4.1 hereof. Until the Discharge of Term Revolving Loan Debt, if ABL the Revolving Loan Agent or any other ABL Revolving Loan Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds proceeds over to Term the Revolving Loan Agent in accordance with the terms of Section 4.24.2 hereof. (c) To the extent that an insured loss covers both Revolving Loan Priority Collateral and Term Loan Priority Collateral, then Revolving Loan Agent and Term Loan Agent will work jointly and in good faith to collect, adjust or settle any claims or amounts under the insurance policy. The parties hereto agree that any business interruption insurance and/or loss profits or similar type of insurance is Revolving Loan Priority Collateral.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Priority Debt has not occurred, the ABL Agent and the other ABL Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors the Borrowers under the ABL Documents, to settle and adjust claims in respect of the ABL Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Priority Collateral. So long as the Discharge of ABL Priority Debt has not occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the ABL Debt, first be paid to the ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL DocumentsDocuments until the Priority Debt has been paid in full, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan the Collateral Agent for the benefit of the Term Loan Noteholder Secured Parties to the extent required under the applicable Term Loan DocumentsNoteholder Documents until the Discharge of Priority Noteholder Debt has occurred, (iii) third, up to an amount not to exceed the Excess ABL Debt, be paid to the ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL DocumentsDocuments until the ABL Debt has been paid in full, and (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents and (v) fifth, if no Excess Term Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Priority Debt, if Term Loan the Collateral Agent or any other Term Loan Noteholder Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds proceeds over to the ABL Agent in accordance with the terms of Section 4.2. . (b) So long as After the Discharge of Term Loan Priority Debt has not occurred but before the Discharge of Priority Noteholder Debt has occurred, Term Loan the Collateral Agent and the other Term Loan Noteholder Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors the Borrowers under the Term Loan Noteholder Documents, to settle and adjust claims in respect of the Term Loan Priority ABL Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the Term Loan Priority ABL Collateral. So long as After the Discharge of Term Loan Priority Debt has not occurred but before the Discharge of Priority Noteholder Debt has occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the Term Loan Debt, first be paid to Term Loan the Collateral Agent for the benefit of the Term Loan Noteholder Secured Parties to the extent required under the Term Loan DocumentsNoteholder Documents until the Noteholder Debt has been paid in full, (ii) second, up to an amount not to exceed the ABL Debt, be paid to the ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents, (iii) third, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the Term Loan Documents, (iv) fourth, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents and (v) fifth, if no Excess ABL Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of Term Loan Debt, if ABL Agent or any other ABL Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds over to Term Loan Agent in accordance with the terms of Section 4.2.ABL

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Debt has not occurred, ABL The CR Senior Agent and the other ABL Secured Parties CR Senior Lenders shall have the sole and exclusive rightright as among the Intercreditor Parties to adjust, subject settle, direct or otherwise deal with any insurance Proceeds with respect to the rights of Grantors under the ABL Documents, to settle and adjust claims in respect of the ABL CR First Priority Collateral under policies in the event of insurance any loss thereunder and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation proceeding in respect of the ABL CR First Priority Collateral. So long . (b) Nothwithstanding the designation of any Person as the Discharge an additional insured or a loss payee on any policy of ABL Debt has not occurredinsurance with respect to any Intercreditor Collateral, all the Proceeds of any such policy insurance policies and any such award, or any payments with respect awards relating to a deed in lieu of condemnation, the CR First Priority Collateral shall (i) first, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties exclusively to the extent required under CR Senior Agent and applied as provided in the ABL DocumentsCR Senior Credit Agreement, and the BH/PIK Lenders shall have no right, title or interest therein and (ii) second, up to an amount not to exceed after all amounts owing under the Term Loan Debt, be CR Credit Documents have been paid to Term Loan Agent for in full and the benefit obligations of the Term Loan Secured Parties CR Senior Agent and the CR Senior Lenders have been terminated, as provided in SECTION 3.6, and if a party that is not entitled to receive the same under this provision shall nonetheless receive any of the same, such party shall hold the same in trust for, and shall immediately pay the same over to the extent required under the applicable Term Loan Documents, (iii) third, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties party that is entitled to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents and (v) fifth, if no Excess Term Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Debt, if Term Loan Agent or any other Term Loan Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds over to ABL Agent in accordance with the terms of Section 4.2same. (bc) So long as the Discharge of Term Loan Debt has not occurred, Term Loan The BH Senior Agent and the other Term Loan Secured Parties shall have the sole and exclusive rightright as among the Intercreditor Parties to adjust, subject settle, direct or otherwise deal with any insurance Proceeds with respect to the rights of Grantors under the Term Loan Documents, to settle and adjust claims in respect of the Term Loan BH First Priority Collateral under policies in the event of insurance any loss thereunder and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation proceeding in respect of the Term Loan BH First Priority Collateral. So long . (d) Notwithstanding the designation of any Person as an additional insured or a loss payee on any policy of insurance with respect to any Intercreditor Collateral, subject to the Discharge provisions of Term Loan Debt has not occurredSECTION 2.3 B hereof, all the Proceeds of any such policy insurance policies and any such award, or any payments with respect awards relating to a deed in lieu of condemnation, the BH First Priority Collateral shall (i) first, up to an amount not to exceed the Term Loan Debt, be paid exclusively to Term Loan Agent for the benefit BH Senior Lender and applied as provided in the BH Note Purchase Agreement, and none of the Term Loan Secured Parties to CR Senior Agent, the extent required under CR Senior Lenders, the Term Loan DocumentsJunior Subordinated Trustee and the Junior Subordinated Noteholders shall have any right, title or interest therein and (iiy) second, up to an amount not to exceed after all amounts owing under the ABL Debt, be BH Senior Note Documents have been paid to ABL Agent for in full and the benefit obligations of the ABL Secured Parties BH Senior Agent and the BH Senior Lenders have been terminated, as provided in SECTION 3.6 hereof, and if a party that is not entitled to receive the same under this provision shall nonetheless receive any of the same, such party shall hold the same in trust for, and shall immediately pay the same over to the extent required under the applicable ABL Documents, (iii) third, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties party that is entitled to the extent required under the Term Loan Documents, (iv) fourth, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents and (v) fifth, if no Excess ABL Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of Term Loan Debt, if ABL Agent or any other ABL Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds over to Term Loan Agent in accordance with the terms of Section 4.2same.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Priority Debt has not occurred, the ABL Agent Lender and the other ABL Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors ABL Loan Parties under the ABL Documents, to settle and adjust claims in respect of the ABL Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Priority Collateral. So long as the Discharge of ABL Priority Debt has not occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the ABL Debt, first be paid to the ABL Agent Lender for the benefit of the ABL Secured Parties to the extent required under the ABL DocumentsDocuments until the Priority Debt has been paid in full, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan the Collateral Agent for the benefit of the Term Loan Noteholder Secured Parties to the extent required under the applicable Term Loan DocumentsNoteholder Documents until the Discharge of Noteholder Debt has occurred, (iii) third, up to an amount not to exceed the Excess ABL Debt, be paid to the ABL Agent Lender for the benefit of the ABL Secured Parties to the extent required under the ABL DocumentsDocuments until the ABL Debt has been paid in full, and (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents and (v) fifth, if no Excess Term Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Priority Debt, if Term Loan the Collateral Agent or any other Term Loan Noteholder Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds proceeds over to the ABL Agent Lender in accordance with the terms of Section 4.2. (b) So long as After the Discharge of Term Loan Priority Debt has not occurred but before the Discharge of Priority Noteholder Debt has occurred, Term Loan the Collateral Agent and the other Term Loan Noteholder Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors ABL Loan Parties under the Term Loan Noteholder Documents, to settle and adjust claims in respect of the Term Loan Priority ABL Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the Term Loan Priority ABL Collateral. So long as After the Discharge of Term Loan Priority Debt has not occurred but before the Discharge of Priority Noteholder Debt has occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the Term Loan Debt, first be paid to Term Loan the Collateral Agent for the benefit of the Term Loan Noteholder Secured Parties to the extent required under the Term Loan DocumentsNoteholder Documents until the Noteholder Debt has been paid in full, (ii) second, up to an amount not to exceed the ABL Debt, be paid to the ABL Agent Lender for the benefit of the ABL Secured Parties to the extent required under the applicable ABL DocumentsDocuments until the Excess ABL Debt has been paid in full, and (iii) third, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the Term Loan Documents, (iv) fourth, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents and (v) fifth, if no Excess ABL Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until After the Discharge of Term Loan DebtPriority Debt has occurred but before the Discharge of Priority Noteholder Debt has occurred, if the ABL Agent Lender or any other ABL Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds proceeds over to Term Loan the Collateral Agent in accordance with the terms of Section 4.2.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Priority Debt has not occurred, the ABL Agent and the other ABL Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors the Borrowers under the ABL Documents, to settle and adjust claims in respect of the ABL Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Priority Collateral. So long as the Discharge of ABL Priority Debt has not occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the ABL Debt, first be paid to the ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL DocumentsDocuments until the Priority Debt has been paid in full, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan the Collateral Agent for the benefit of the Term Loan Noteholder Secured Parties to the extent required under the applicable Term Loan DocumentsNoteholder Documents until the Discharge of Priority Noteholder Debt has occurred, (iii) third, up to an amount not to exceed the Excess ABL Debt, be paid to the ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL DocumentsDocuments until the ABL Debt has been paid in full, and (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents and (v) fifth, if no Excess Term Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Priority Debt, if Term Loan the Collateral Agent or any other Term Loan Noteholder Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds proceeds over to the ABL Agent in accordance with the terms of Section 4.2. (b) So long as After the Discharge of Term Loan Priority Debt has not occurred but before the Discharge of Priority Noteholder Debt has occurred, Term Loan the Collateral Agent and the other Term Loan Noteholder Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors the Borrowers under the Term Loan Noteholder Documents, to settle and adjust claims in respect of the Term Loan Priority ABL Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the Term Loan Priority ABL Collateral. So long as After the Discharge of Term Loan Priority Debt has not occurred but before the Discharge of Priority Noteholder Debt has occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the Term Loan Debt, first be paid to Term Loan the Collateral Agent for the benefit of the Term Loan Noteholder Secured Parties to the extent required under the Term Loan DocumentsNoteholder Documents until the Noteholder Debt has been paid in full, (ii) second, up to an amount not to exceed the ABL Debt, be paid to the ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL DocumentsDocuments until the Excess ABL Debt has been paid in full, and (iii) third, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the Term Loan Documents, (iv) fourth, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the applicable ABL Documents and (v) fifth, if no Excess ABL Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until After the Discharge of Term Loan DebtPriority Debt has occurred but before the Discharge of Priority Noteholder Debt has occurred, if the ABL Agent or any other ABL Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment, it shall pay such Proceeds proceeds over to Term Loan the Collateral Agent in accordance with the terms of Section 4.2.