Common use of Turnover Clause in Contracts

Turnover. (a) Any prepayments of principal or payments of interest on the Junior Obligations not permitted to be accepted by any Junior Creditor under this Agreement but so received shall be forthwith paid over, in the funds and currency received, if any, by each such Junior Creditor to the Senior Agent for application against the Senior Obligations. (b) So long as the Revolving Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, Term Loan Agent agrees, for itself and on behalf of the other Term Loan Creditors, that any Revolving Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by a Term Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Revolving Loan Priority Collateral, shall be promptly transferred or paid over to the Revolving Agent for the benefit of the Revolving Loan Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Revolving Loan Obligations and Term Loan Obligations in accordance with Section 4. Revolving Agent is hereby authorized to make any such endorsements or assignments as agent for the Term Loan Creditors. This authorization is coupled with an interest and is irrevocable. (c) So long as the Term Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the Revolving Agent agrees that any Term Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by such a Revolving Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Term Loan Priority Collateral, shall be promptly transferred or paid over to the Term Loan Agent for the benefit of the Term Loan Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Term Loan Obligations and Revolving Loan Obligations in accordance with Section 4. Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for the Revolving Loan Creditors. This authorization is coupled with an interest and is irrevocable. (d) Nothing in this Agreement shall prohibit the receipt by any Secured Creditor of the payments of interest and payments of principal required under the Documents (as in effect as of the date hereof or modified in accordance with the terms of this Agreement) so long as such receipt is not the direct or indirect result of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Agent, on behalf of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept or retain a voluntary prepayment of the Revolving Loan Obligations that is made with the proceeds of Term Loan Priority Collateral that are required to be used to make a mandatory prepayment of the Term Loan Obligations in accordance with the terms of the Term Loan Credit Agreement (and Revolving Loan Creditors shall promptly remit such proceeds to the Term Loan Agent for application to the Term Loan Obligations) and (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment of the Term Loan Obligations that is made with the proceeds of Revolving Loan Priority Collateral that are required to be used to make a mandatory prepayment (including payments required under Section 4.15(h) of the Revolving Loan Credit Agreement) of the Revolving Loan Obligations in accordance with the terms of the Revolving Loan Credit Agreement (and Term Loan Creditors shall promptly remit such proceeds to the Revolving Agent for application to the Revolving Loan Obligations), except to the extent the Revolving Loan Creditors shall have waived such mandatory prepayment in writing.

Turnover. (a) Any prepayments Unless and until the Payment in Full of principal or payments ABL Priority Debt has occurred (irrespective of interest on the Junior Obligations not permitted to be accepted by any Junior Creditor under this Agreement but so received shall be forthwith paid over, in the funds and currency received, if any, by each such Junior Creditor to the Senior Agent for application against the Senior Obligations. (b) So long as the Revolving Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any ObligorGrantor) and except as otherwise provided in Section 2.1, Term Loan Agent agreesany ABL Priority Collateral, for itself and on behalf of the other Term Loan Creditors, that any Revolving Loan Priority Collateral or Proceeds thereof (including assets or payment with respect thereto Proceeds subject to Liens referred to in the final sentence of Section 2.3) received by a any of the Term Loan Creditor as a result of Claimholders in connection with an Enforcement Action (including any right of set-off) with respect to such Collateral, and including in connection with the Collateral by any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Revolving the Term Loan Priority CollateralClaimholders, shall be promptly transferred or segregated and held in trust and forthwith paid over to the Revolving ABL Agent for the benefit of the Revolving Loan Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Revolving Loan Obligations and Term Loan Obligations in accordance with Section 4. Revolving ABL Agent is hereby authorized to make any such endorsements or assignments as agent for the Term Loan Creditors. This Claimholders and this authorization is coupled with an interest and is irrevocableirrevocable until the Payment in Full of ABL Priority Debt. (cb) So long Unless and until the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the Term Loan Termination Date has not occurred, whether Claimholders (or not any Insolvency Proceeding has been commenced by or against any Obligor, the Revolving Agent agrees that any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral or Proceeds thereof or payment with respect thereto received by such a Revolving Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such Collateral, and including in connection with any insurance policy claim such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the ABL Claimholders or any condemnation award (or deed otherwise provides for the Payment in lieu Full of condemnation) with respect to Term Loan ABL Priority CollateralDebt), then such distribution shall be promptly transferred or segregated and held in trust and forthwith paid over to the Term Loan ABL Agent for the benefit of the Term Loan Creditors ABL Claimholders in the same form as received, with any necessary endorsements or assignments as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, Term Loan Claimholders may receive and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral. (c) Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Priority Collateral, or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3 received by any of the ABL Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the ABL Claimholders, shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, for application to the Term Loan Obligations and Revolving Loan Obligations in accordance with Section 4. Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for the Revolving Loan Creditors. This ABL Claimholders and this authorization is coupled with an interest and is irrevocableirrevocable until the Payment in Full of Term Loan Priority Debt. (d) Nothing Unless and until the Payment in this Agreement shall prohibit the receipt by any Secured Creditor of the payments of interest and payments of principal required under the Documents (as in effect as of the date hereof or modified in accordance with the terms of this Agreement) so long as such receipt is not the direct or indirect result of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Agent, on behalf of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept or retain a voluntary prepayment of the Revolving Loan Obligations that is made with the proceeds Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that are required to be used to make a mandatory prepayment is accepted by the requisite affirmative vote of each class composed of the secured claims of the Term Loan Obligations Claimholders or otherwise provides for the Payment in accordance with Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to Term Loan Agent for the terms benefit of the Term Loan Credit Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement (to the contrary, ABL Claimholders may receive and Revolving Loan Creditors shall promptly remit such proceeds to retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Agent for application to the Term Loan Obligations) and Priority Collateral. (iie) Term Loan Creditors Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not accept been made, until the payment and satisfaction in full of such ABL Priority Debt. (f) ABL Agent agrees that if, at any time, all or retain a voluntary prepayment part of the any payment with respect to any Term Loan Obligations that is made with the proceeds of Revolving Priority Debt secured by any Term Loan Priority Collateral that are required previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to be used to make a mandatory prepayment (including payments required under Section 4.15(h) of the Revolving Loan Credit Agreement) of the Revolving Loan Obligations in accordance with the terms of the Revolving Loan Credit Agreement (and Term Loan Creditors Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly remit turn any such proceeds Term Loan Priority Collateral then held by it over to Term Loan Agent, and the Revolving Agent for application to provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Revolving payment and satisfaction in full of such Term Loan Obligations), except to the extent the Revolving Loan Creditors shall have waived such mandatory prepayment in writingPriority Debt.

Turnover. (a) Any prepayments of principal payment or payments of interest on the Junior Obligations not permitted to distribution (whether in cash, property or securities) that may be accepted received by any Junior Creditor under this Agreement but so received shall be forthwith paid over, in the funds and currency received, if any, by each such Junior Creditor to the Senior Agent for application against the Senior Obligations. (b) So long as the Revolving Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, Term Loan Agent agrees, for itself and Lender or its Affiliate on behalf account of the other Term Loan Creditors, that any Revolving Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by a Term Loan Creditor as a result of an Enforcement Action (including any right of set-off) Obligations with respect to such Collateralthe Term Loan Facility, and including the X. Xxxxx Fee Letter or the 2020 Refinancing in connection with any insurance policy claim or any condemnation award (or deed in lieu violation of condemnation) with respect to Revolving Loan Priority Collateral, this Agreement shall be segregated and held in trust and promptly transferred or paid over to the Revolving Agent Administrate Agent, for the benefit of the Revolving Loan Creditors Secured Parties, in each case, in the same form as received, with any necessary endorsements or assignments or as a court endorsements, and each of competent jurisdiction may otherwise direct, for application to the Revolving Loan Obligations and Term Loan Obligations in accordance with Section 4. Revolving Lenders hereby authorizes the Administrative Agent is hereby authorized to make any such endorsements or assignments as agent for such Term Loan Lender or its respective Affiliate (in each case, which authorization, being coupled with an interest, is irrevocable). All such payments paid over to the Administrative Agent shall be, as applicable, used to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit or applied in accordance with the provisions of Section 8.03. For purposes of this Agreement, each Term Loan Lender agrees that in an any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party of the Borrower, any debt or equity securities issued or to be issued by the reorganized or liquidating Borrower or any reorganized or liquidating Loan Party that is allocated to any Term Loan Lender or Affiliate thereof on account of the Term Loan Creditors. This authorization is coupled with an interest and is irrevocableFacility, the X. Xxxxx Fee Letter or the 2020 Refinancing in a plan of reorganization or liquidation shall be deemed to be payments that are subject to the turnover provisions hereunder. (cb) So long as If the Term Administrative Agent or any Revolving Credit Lender is required in any proceeding under any Debtor Relief Law or otherwise to disgorge, turn over or otherwise pay to the estate of any Loan Termination Date has not occurredParty any amount (a “Recovery”), whether or not any Insolvency Proceeding has been commenced by or against any Obligorreceived as proceeds of security, the Revolving Agent agrees that any Term Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by such a Revolving Loan Creditor as a result enforcement of an Enforcement Action (including any right of set-off) off or otherwise, because such amount was avoided or ordered to be paid or disgorged for any reason, including because it was found to be a fraudulent or preferential transfer, then the Obligations with respect to the Revolving Credit Facility shall be reinstated to the extent of such CollateralRecovery and deemed to be outstanding as if such payment had not occurred and the Revolving Credit Facility Termination Date, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Term Loan Priority Collateralas applicable, shall be promptly transferred 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 paid over to otherwise affect the Term Loan Agent for obligations of the benefit parties hereto. Each of the Term Loan Creditors in the same form as received, with Lenders agrees that none of them shall be entitled to benefit from any necessary endorsements avoidance action affecting or assignments otherwise relating to any distribution or as a court of competent jurisdiction may otherwise direct, for application to the Term Loan Obligations and Revolving Loan Obligations allocation made in accordance with Section 4. Term Loan Agent is hereby authorized this Agreement, whether by preference or otherwise, it being understood and agreed that any benefit of such avoidance action otherwise allocable to make any such endorsements or assignments as agent them shall instead be allocated and turned over for the Revolving Loan Creditors. This authorization is coupled with an interest and is irrevocable. (d) Nothing in this Agreement shall prohibit the receipt by any Secured Creditor of the payments of interest and payments of principal required under the Documents (as in effect as of the date hereof or modified application in accordance with the terms of priorities set forth in this Agreement) so long as such receipt is not the direct or indirect result of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Agent, on behalf of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept or retain a voluntary prepayment of the Revolving Loan Obligations that is made with the proceeds of Term Loan Priority Collateral that are required to be used to make a mandatory prepayment of the Term Loan Obligations in accordance with the terms of the Term Loan Credit Agreement (and Revolving Loan Creditors shall promptly remit such proceeds to the Term Loan Agent for application to the Term Loan Obligations) and (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment of the Term Loan Obligations that is made with the proceeds of Revolving Loan Priority Collateral that are required to be used to make a mandatory prepayment (including payments required under Section 4.15(h) of the Revolving Loan Credit Agreement) of the Revolving Loan Obligations in accordance with the terms of the Revolving Loan Credit Agreement (and Term Loan Creditors shall promptly remit such proceeds to the Revolving Agent for application to the Revolving Loan Obligations), except to the extent the Revolving Loan Creditors shall have waived such mandatory prepayment in writing.

Turnover. (a) Any prepayments of principal payment or payments of interest on the Junior Obligations not permitted to distribution (whether in cash, property or securities) that may be accepted received by any Junior Creditor under this Agreement but so received shall be forthwith paid over, in the funds and currency received, if any, by each such Junior Creditor to the Senior Agent for application against the Senior Obligations. (b) So long as the Revolving Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, Term Loan Agent agrees, for itself and Lender or its Affiliate on behalf account of the other Term Loan Creditors, that any Revolving Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by a Term Loan Creditor as a result of an Enforcement Action (including any right of set-off) Obligations with respect to such Collateral, and including the Term Loan Facility or the Tranche A Last Out Facility Commitment Letter in connection with any insurance policy claim or any condemnation award (or deed in lieu violation of condemnation) with respect to Revolving Loan Priority Collateral, this Agreement shall be segregated and held in trust and promptly transferred or paid over to the Revolving Agent Administrate Agent, for the benefit of the Revolving Loan Creditors Secured Parties, in each case, in the same form as received, with any necessary endorsements or assignments or as a court endorsements, and each of competent jurisdiction may otherwise direct, for application to the Revolving Loan Obligations and Term Loan Obligations in accordance with Section 4. Revolving Lenders hereby authorizes the Administrative Agent is hereby authorized to make any such endorsements or assignments as agent for such Term Loan Lender or its respective Affiliate (in each case, which authorization, being coupled with an interest, is irrevocable). All such payments paid over to the Administrative Agent shall be, as applicable, used to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit or applied in accordance with the provisions of Section 8.03. For purposes of this Agreement, each Term Loan Lender agrees that in an any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party of the Borrower, any debt or equity securities issued or to be issued by the reorganized or liquidating Borrower or any reorganized or liquidating Loan Party that is allocated to any Term Loan Lender or Affiliate thereof on account of the Term Loan Creditors. This authorization is coupled with an interest and is irrevocableFacility or the Tranche A Last Out Facility Commitment Letter in a plan of reorganization or liquidation shall be deemed to be payments that are subject to the turnover provisions hereunder. (cb) So long as If the Term Administrative Agent or any Revolving Credit Lender is required in any proceeding under any Debtor Relief Law or otherwise to disgorge, turn over or otherwise pay to the estate of any Loan Termination Date has not occurredParty any amount (a “Recovery”), whether or not any Insolvency Proceeding has been commenced by or against any Obligorreceived as proceeds of security, the Revolving Agent agrees that any Term Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by such a Revolving Loan Creditor as a result enforcement of an Enforcement Action (including any right of set-off) off or otherwise, because such amount was avoided or ordered to be paid or disgorged for any reason, including because it was found to be a fraudulent or preferential transfer, then the Obligations with respect to the Revolving Credit Facility shall be reinstated to the extent of such CollateralRecovery and deemed to be outstanding as if such payment had not occurred and the Revolving Credit Facility Termination Date, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Term Loan Priority Collateralas applicable, shall be promptly transferred 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 paid over to otherwise affect the Term Loan Agent for obligations of the benefit parties hereto. Each of the Term Loan Creditors in the same form as received, with Lenders agrees that none of them shall be entitled to benefit from any necessary endorsements avoidance action affecting or assignments otherwise relating to any distribution or as a court of competent jurisdiction may otherwise direct, for application to the Term Loan Obligations and Revolving Loan Obligations allocation made in accordance with Section 4. Term Loan Agent is hereby authorized this Agreement, whether by preference or otherwise, it being understood and agreed that any benefit of such avoidance action otherwise allocable to make any such endorsements or assignments as agent them shall instead be allocated and turned over for the Revolving Loan Creditors. This authorization is coupled with an interest and is irrevocable. (d) Nothing in this Agreement shall prohibit the receipt by any Secured Creditor of the payments of interest and payments of principal required under the Documents (as in effect as of the date hereof or modified application in accordance with the terms of priorities set forth in this Agreement) so long as such receipt is not the direct or indirect result of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Agent, on behalf of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept or retain a voluntary prepayment of the Revolving Loan Obligations that is made with the proceeds of Term Loan Priority Collateral that are required to be used to make a mandatory prepayment of the Term Loan Obligations in accordance with the terms of the Term Loan Credit Agreement (and Revolving Loan Creditors shall promptly remit such proceeds to the Term Loan Agent for application to the Term Loan Obligations) and (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment of the Term Loan Obligations that is made with the proceeds of Revolving Loan Priority Collateral that are required to be used to make a mandatory prepayment (including payments required under Section 4.15(h) of the Revolving Loan Credit Agreement) of the Revolving Loan Obligations in accordance with the terms of the Revolving Loan Credit Agreement (and Term Loan Creditors shall promptly remit such proceeds to the Revolving Agent for application to the Revolving Loan Obligations), except to the extent the Revolving Loan Creditors shall have waived such mandatory prepayment in writing.

Turnover. (a) Any prepayments Unless and until the earlier of principal the Discharge of Revolving Obligations or payments the Discharge of interest on the Junior Notes Obligations not permitted to be accepted by any Junior Creditor under this Agreement but so received shall be forthwith paid over, in the funds and currency received, if any, by each such Junior Creditor to the Senior Agent for application against the Senior Obligations. (b) So long as the Revolving Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any ObligorGrantor, Term Loan Agent agreesexcept as otherwise provided in Section 3.5, for itself and on behalf of the other Term Loan Creditors, that (a) any Revolving Loan Priority Collateral Collateral, proceeds thereof (including assets or Proceeds thereof proceeds subject to Liens referred to in the final sentence of Section 2.3) or payment with respect thereto any insurance proceeds described in Section 5.2(a) received by a Term Loan Creditor as a result of an Enforcement Action (including the Notes Collateral Agent or any right of set-off) with respect to such Collateral, and including Notes Claimholder in connection with any insurance policy claim or any condemnation award (or deed in lieu Exercise of condemnation) with respect to Revolving Loan Priority Collateral, Secured Creditor Remedies shall be promptly transferred or segregated and held in trust and forthwith paid over to the Revolving Collateral Agent for the benefit of the Revolving Claimholders (subject to the rights of the Grantors under the Revolving Loan Creditors Documents) in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise directdirect and (b) any Notes Priority Collateral, for application proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(b) received by the Revolving Loan Obligations and Term Loan Obligations in accordance with Section 4. Collateral Agent or any Revolving Agent is hereby authorized to make any such endorsements or assignments as agent for the Term Loan Creditors. This authorization is coupled with an interest and is irrevocable. (c) So long as the Term Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the Revolving Agent agrees that any Term Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by such a Revolving Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such Collateral, and including Claimholder in connection with any insurance policy claim or any condemnation award (or deed in lieu an Exercise of condemnation) with respect to Term Loan Priority Collateral, Secured Creditor Remedies shall be promptly transferred or segregated and held in trust and forthwith paid over to the Term Loan Notes Collateral Agent for the benefit of the Term Loan Creditors Notes Claimholders (subject to the rights of the Grantors under the Notes Documents) in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, for application the Trustee and Notes Collateral Agent will only be required to pay over amounts that it has received which are still in its possession and which have not been paid over to the Term Loan Obligations Notes Claimholders, provided, that the Trustee and Notes Collateral Agent shall comply with the obligations set forth in Section 4.2(a) hereof. Each of the Notes Collateral Agent and the Revolving Loan Obligations in accordance with Section 4. Term Loan Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Revolving Loan Creditorsother or any Claimholders. This authorization is coupled with an interest and is irrevocable. (d) Nothing in this Agreement shall prohibit irrevocable until the receipt by any Secured Creditor earlier of the payments of interest and payments of principal required under the Documents (as in effect as of the date hereof or modified in accordance with the terms of this Agreement) so long as such receipt is not the direct or indirect result of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Agent, on behalf of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept or retain a voluntary prepayment of the Revolving Loan Obligations that is made with the proceeds of Term Loan Priority Collateral that are required to be used to make a mandatory prepayment of the Term Loan Obligations in accordance with the terms of the Term Loan Credit Agreement (and Revolving Loan Creditors shall promptly remit such proceeds to the Term Loan Agent for application to the Term Loan Obligations) and (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment of the Term Loan Obligations that is made with the proceeds Discharge of Revolving Loan Priority Collateral that are required to be used to make a mandatory prepayment (including payments required under Section 4.15(h) of Obligations or the Revolving Loan Credit Agreement) of the Revolving Loan Obligations in accordance with the terms of the Revolving Loan Credit Agreement (and Term Loan Creditors shall promptly remit such proceeds to the Revolving Agent for application to the Revolving Loan Notes Obligations), except to the extent the Revolving Loan Creditors shall have waived such mandatory prepayment in writing.

Turnover. (a) Any prepayments If any Hedging Bank or any Subordinated Creditor receives or recovers a payment or distribution in cash or in kind (including by way of principal set-off or payments combination of interest accounts): (i) of, or on account of, any of the Junior Obligations Hedging Debt which is prohibited by Clause 5.2 (Undertakings relating to Hedging Debt); (ii) of, or on account of, any of the Subordinated Debt which is not permitted by Clause 7 (Permitted Payments); or (iii) from (or on behalf of) any Obligor or any other member of the Group on account of the purchase, defeasance, redemption or acquisition of any Subordinated Debt otherwise than to be accepted the extent permitted by any Junior Creditor under this Agreement but so received shall be forthwith paid overClause 7 (Permitted Payments), in the funds and currency received, if any, by (each such Junior payment or distribution being a “Turnover Receipt”) the receiving or recovering Hedging Bank or Subordinated Creditor (as the case may be) will promptly notify the Security Agent, will pending payment to the Senior Security Agent hold such Turnover Receipt on trust for the Security Agent and the Secured Parties and will on demand pay to the Security Agent for application against as provided in Clause 11 (Proceeds of Enforcement) an amount determined by the Security Agent to be equal to the lesser of: (A) the outstanding balance of the Senior ObligationsDebt, the Hedging Debt and Note Debt; and (B) the amount of such Turnover Receipt, less the third party costs and expenses (if any) reasonably incurred by the Hedging Bank or Subordinated Creditor concerned in receiving or recovering such Turnover Receipt. (b) So long Each Obligor shall indemnify each Hedging Bank and Subordinated Creditor upon demand (to the extent of its liability for the Hedging Debt or Subordinated Debt) for the amount of any Turnover Receipt paid by it to the Security Agent and such third party costs and expenses incurred by it, and the Hedging Debt or the Subordinated Debt (as appropriate) will not be deemed to have been reduced or discharged in any way or to any extent by the Revolving Loan Termination Date has not occurred, whether receipt or not any Insolvency Proceeding has been commenced by or against any Obligor, Term Loan Agent agrees, for itself and on behalf recovery of the other Term Loan Creditors, that any Revolving Loan Priority Collateral relevant Turnover Receipt. Any claim or Proceeds thereof or payment with respect thereto received by a Term Loan Creditor as a result of an Enforcement Action (including any right of set-offindemnity under this paragraph shall constitute Hedging Debt (if owned to a Hedging Bank) with respect to such Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Revolving Loan Priority Collateral, shall be promptly transferred or paid over to the Revolving Agent for the benefit of the Revolving Loan Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Revolving Loan Obligations and Term Loan Obligations in accordance with Section 4. Revolving Agent is hereby authorized to make any such endorsements or assignments as agent for the Term Loan Creditors. This authorization is coupled with an interest and is irrevocableSubordinated Debt. (c) So long as If the Term Loan Termination Date has not occurred, whether Bond Trustee receives or not any Insolvency Proceeding has been commenced by recovers a payment or against any Obligor, the Revolving Agent agrees that any Term Loan Priority Collateral distribution in cash or Proceeds thereof or payment with respect thereto received by such a Revolving Loan Creditor as a result of an Enforcement Action in kind (including any right by way of set-off) with respect to such Collateral, and including in connection with any insurance policy claim off or any condemnation award (or deed in lieu combination of condemnation) with respect to Term Loan Priority Collateral, shall be promptly transferred or paid over to the Term Loan Agent for the benefit of the Term Loan Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Term Loan Obligations and Revolving Loan Obligations in accordance with Section 4. Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for the Revolving Loan Creditors. This authorization is coupled with an interest and is irrevocable.accounts): (d) Nothing in this Agreement shall prohibit the receipt by any Secured Creditor of the payments of interest and payments of principal required under the Documents (as in effect as of the date hereof or modified in accordance with the terms of this Agreement) so long as such receipt is not the direct or indirect result of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Agent, on behalf of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept under or retain a voluntary prepayment on account of the Revolving Loan Obligations that is made with the proceeds of Term Loan Priority Collateral that are required to be used to make a mandatory prepayment Senior Subordinated Guarantee; or (ii) from (or on behalf of) any Obligor or other member of the Term Loan Obligations in accordance with Group (other than Smurfit Kappa Funding or the terms Parent) on account of the Term Loan Credit Agreement Senior Subordinated Guarantee Debt or the purchase, redemption or acquisition of any Smurfit Kappa Funding Debt, (and Revolving Loan Creditors shall each such payment or distribution being a “Guarantee Turnover Receipt”) the receiving or recovering Bond Trustee will promptly remit such proceeds notify the Security Agent, will pending payment to the Term Loan Security Agent hold such Guarantee Turnover Receipt on trust for the Security Agent and the Secured Parties and will on demand pay to the Security Agent for application as provided in Clause 11 (Proceeds of Enforcement) an amount equal to the Term Loan Obligationslesser of: (A) and (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment the outstanding balances of the Term Loan Obligations that is made with Senior Debt, the proceeds of Revolving Loan Priority Collateral that are required to be used to make a mandatory prepayment Hedging Debt and the Note Debt; and (including payments required under Section 4.15(hB) the amount of the Revolving Loan Credit AgreementGuarantee Turnover Receipt, less the third party costs and expenses (if any) of reasonably incurred by the Revolving Loan Obligations Bond Trustee in accordance with receiving or recovering the terms of the Revolving Loan Credit Agreement (and Term Loan Creditors shall promptly remit such proceeds to the Revolving Agent for application to the Revolving Loan Obligations), except to the extent the Revolving Loan Creditors shall have waived such mandatory prepayment in writingGuarantee Turnover Receipt.

Turnover. (a) Any prepayments Except for Permitted Subordinated Debt Payments, Subordinated Creditor agrees not to accept any Distribution in respect of principal the Subordinated Obligations (from any Obligor or otherwise) nor take Enforcement Action or any other action designed to secure indirectly from any Obligor any payment on account of the Subordinated Obligations without the express, prior written consent of the Senior Creditor, and Subordinated Creditor agrees to pay over to Senior Creditor any payments of interest on the Junior Obligations not (other than Permitted Subordinated Debt Payments permitted to be accepted made hereunder) that may be received by it from any Junior Obligor or any other Person (or otherwise with respect to the Subordinated Obligations) at any time until the Senior Obligations have been Paid in Full. In case any Distribution or other payment (other than Permitted Subordinated Debt Payments) shall be paid or delivered to Subordinated Creditor under this Agreement but so received the circumstances described in the preceding sentence before the Senior Obligations shall have been Paid in Full, such Distributions and payments shall not be commingled with any of the assets of Subordinated Creditor, shall be forthwith held in trust by Subordinated Creditor for Senior Creditor and shall be immediately paid over, and delivered to Senior Creditor or its nominee (in the funds form received and currency received, if any, by each such Junior endorsed over to Senior Creditor to the Senior Agent for application against the Senior Obligationsor its nominee). (b) So long as Subordinated Creditor further agrees not to sell, assign, transfer or endorse any Subordinated Obligations to anyone (i) without giving prior written notice of such action to Senior Creditor and (ii) unless such assignee or transferee agrees in writing (in form and substance reasonably acceptable to the Revolving Loan Termination Date has not occurredSenior Creditor) to be bound by, whether and be a party to, this Agreement. Notwithstanding the failure of Subordinated Creditor to comply with this Section 2.3(b) and the failure of any assignee or not transferee to execute or deliver the joinder described above, the subordination effected hereby shall survive any Insolvency Proceeding has been commenced by sale, assignment, pledge, disposition or against other transfer of all or any Obligor, Term Loan Agent agrees, for itself and on behalf portion of the other Term Loan Creditors, that any Revolving Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by a Term Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such CollateralSubordinated Obligations, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Revolving Loan Priority Collateral, shall be promptly transferred or paid over to the Revolving Agent for the benefit of the Revolving Loan Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Revolving Loan Obligations and Term Loan Obligations in accordance with Section 4. Revolving Agent is hereby authorized to make any such endorsements or assignments as agent for the Term Loan Creditors. This authorization is coupled with an interest and is irrevocable. (c) So long as the Term Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the Revolving Agent agrees that any Term Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by such a Revolving Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Term Loan Priority Collateral, shall be promptly transferred or paid over to the Term Loan Agent for the benefit of the Term Loan Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Term Loan Obligations and Revolving Loan Obligations in accordance with Section 4. Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for the Revolving Loan Creditors. This authorization is coupled with an interest and is irrevocable. (d) Nothing in this Agreement shall prohibit the receipt by any Secured Creditor of the payments of interest and payments of principal required under the Documents (as in effect as of the date hereof or modified in accordance with the terms of this Agreement) so long as such receipt is not Agreement shall be binding upon the direct or indirect result successors and assigns of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Agent, on behalf of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept or retain a voluntary prepayment of the Revolving Loan Obligations that is made with the proceeds of Term Loan Priority Collateral that are required to be used to make a mandatory prepayment of the Term Loan Obligations in accordance with the terms of the Term Loan Credit Agreement (and Revolving Loan Creditors shall promptly remit such proceeds to the Term Loan Agent for application to the Term Loan Obligations) and (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment of the Term Loan Obligations that is made with the proceeds of Revolving Loan Priority Collateral that are required to be used to make a mandatory prepayment (including payments required under Section 4.15(h) of the Revolving Loan Credit Agreement) of the Revolving Loan Obligations in accordance with the terms of the Revolving Loan Credit Agreement (and Term Loan Creditors shall promptly remit such proceeds to the Revolving Agent for application to the Revolving Loan Obligations), except to the extent the Revolving Loan Creditors shall have waived such mandatory prepayment in writingSubordinated Creditor.

Turnover. (a) Any prepayments Unless and until the earlier of principal the Discharge of Revolving Obligations or payments the Discharge of interest on the Junior Notes Obligations not permitted to be accepted by any Junior Creditor under this Agreement but so received shall be forthwith paid over, in the funds and currency received, if any, by each such Junior Creditor to the Senior Agent for application against the Senior Obligations. (b) So long as the Revolving Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any ObligorGrantor, Term Loan Agent agreesexcept as otherwise provided in Section 3.5, for itself and on behalf of the other Term Loan Creditors, that (a) any Revolving Loan Priority Collateral or Proceeds proceeds thereof (including assets or payment with respect thereto proceeds subject to Liens referred to in the final sentence of Section 2.3) received by a Term Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such Collateral, and including in connection with any insurance policy claim Notes Collateral Agent or any condemnation award (or deed in lieu of condemnation) with respect to Revolving Loan Priority Collateral, Notes Claimholder shall be promptly transferred or segregated and held in trust and forthwith paid over to the Revolving Agent for the benefit of the Revolving Loan Creditors Claimholders in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application direct and (b) any Notes Priority Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the Revolving Loan Obligations and Term Loan Obligations in accordance with final sentence of Section 4. Revolving Agent is hereby authorized to make any such endorsements or assignments as agent for the Term Loan Creditors. This authorization is coupled with an interest and is irrevocable. (c2.3) So long as the Term Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced received by or against any Obligor, the Revolving Agent agrees that any Term Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by such a Revolving Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Term Loan Priority Collateral, Revolving Claimholder shall be promptly transferred or segregated and held in trust and forthwith paid over to the Term Loan Notes Collateral Agent for the benefit of the Term Loan Creditors Notes Claimholders in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct; provided, for application however, in the case of any proceeds of Notes Priority Collateral received by Revolving Agent or any Revolving Claimholder in connection with a Disposition of Notes Priority Collateral by any Grantor, if a Grantor does not provide prior written notice of such Disposition to Revolving Agent specifying the Term Loan Obligations amount and source of such proceeds, neither Revolving Loan Obligations in accordance with Section 4Agent nor any Revolving Claimholder shall have any obligation to pay over any proceeds of such Disposition to Notes Collateral Agent. Term Loan Each of Notes Collateral Agent and the Revolving Agent is hereby authorized to make any such endorsements or assignments as agent for the Revolving Loan Creditorsother or any Claimholders. This authorization is coupled with an interest and is irrevocable. (d) Nothing in this Agreement shall prohibit irrevocable until the receipt by any Secured Creditor earlier of the payments of interest and payments of principal required under the Documents (as in effect as of the date hereof or modified in accordance with the terms of this Agreement) so long as such receipt is not the direct or indirect result of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Agent, on behalf of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept or retain a voluntary prepayment of the Revolving Loan Obligations that is made with the proceeds of Term Loan Priority Collateral that are required to be used to make a mandatory prepayment of the Term Loan Obligations in accordance with the terms of the Term Loan Credit Agreement (and Revolving Loan Creditors shall promptly remit such proceeds to the Term Loan Agent for application to the Term Loan Obligations) and (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment of the Term Loan Obligations that is made with the proceeds Discharge of Revolving Loan Priority Collateral that are required to be used to make a mandatory prepayment (including payments required under Section 4.15(h) of Obligations or the Revolving Loan Credit Agreement) of the Revolving Loan Obligations in accordance with the terms of the Revolving Loan Credit Agreement (and Term Loan Creditors shall promptly remit such proceeds to the Revolving Agent for application to the Revolving Loan Notes Obligations), except to the extent the Revolving Loan Creditors shall have waived such mandatory prepayment in writing.

Turnover. (a) Any prepayments Unless and until the earlier of principal the Discharge of Revolving Obligations or payments the Discharge of interest on the Junior Notes Obligations not permitted to be accepted by any Junior Creditor under this Agreement but so received shall be forthwith paid over, in the funds and currency received, if any, by each such Junior Creditor to the Senior Agent for application against the Senior Obligations. (b) So long as the Revolving Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any ObligorGrantor, Term Loan Agent agreesexcept as otherwise provided in Section 3.5, for itself and on behalf of the other Term Loan Creditors, that (a) any Revolving Loan Priority Collateral Collateral, proceeds thereof (including assets or Proceeds thereof proceeds subject to Liens referred to in the final sentence of Section 2.3) or payment with respect thereto any insurance proceeds described in Section 5.2(a) received by a Term Loan Creditor as a result of an Enforcement Action (including the Notes Collateral Agent or any right of set-off) with respect to such Collateral, and including Notes Claimholder in connection with any insurance policy claim or any condemnation award (or deed in lieu Exercise of condemnation) with respect to Revolving Loan Priority Collateral, Secured Creditor Remedies shall be promptly transferred or segregated and held in trust and forthwith paid over to the Revolving Agent Collateral AgentLender for the benefit of the Revolving Claimholders (subject to the rights of the Grantors under the Revolving Loan Creditors Documents) in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise directdirect and (b) any Notes Priority Collateral, for application proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(b) received by the Revolving Loan Obligations and Term Loan Obligations in accordance with Section 4. Collateral AgentLender or any Revolving Agent is hereby authorized to make any such endorsements or assignments as agent for the Term Loan Creditors. This authorization is coupled with an interest and is irrevocable. (c) So long as the Term Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the Revolving Agent agrees that any Term Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by such a Revolving Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such Collateral, and including Claimholder in connection with any insurance policy claim or any condemnation award (or deed in lieu an Exercise of condemnation) with respect to Term Loan Priority Collateral, Secured Creditor Remedies shall be promptly transferred or segregated and held in trust and forthwith paid over to the Term Loan Notes Collateral Agent for the benefit of the Term Loan Creditors Notes Claimholders (subject to the rights of the Grantors under the Notes Documents) in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, for application the Trustee and Notes Collateral Agent will only be required to pay over amounts that it has received which are still in its possession and which have not been paid over to the Term Loan Obligations Notes Claimholders, provided, that the Trustee and Notes Collateral Agent shall comply with the obligations set forth in Section 4.2(a) hereof. Each of the Notes Collateral Agent and the Revolving Loan Obligations in accordance with Section 4. Term Loan Agent Collateral AgentLender is hereby authorized to make any such endorsements or assignments as agent for the Revolving Loan Creditorsother or any Claimholders. This authorization is coupled with an interest and is irrevocable. (d) Nothing in this Agreement shall prohibit irrevocable until the receipt by any Secured Creditor earlier of the payments of interest and payments of principal required under the Documents (as in effect as of the date hereof or modified in accordance with the terms of this Agreement) so long as such receipt is not the direct or indirect result of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Agent, on behalf of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept or retain a voluntary prepayment of the Revolving Loan Obligations that is made with the proceeds of Term Loan Priority Collateral that are required to be used to make a mandatory prepayment of the Term Loan Obligations in accordance with the terms of the Term Loan Credit Agreement (and Revolving Loan Creditors shall promptly remit such proceeds to the Term Loan Agent for application to the Term Loan Obligations) and (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment of the Term Loan Obligations that is made with the proceeds Discharge of Revolving Loan Priority Collateral that are required to be used to make a mandatory prepayment (including payments required under Section 4.15(h) of Obligations or the Revolving Loan Credit Agreement) of the Revolving Loan Obligations in accordance with the terms of the Revolving Loan Credit Agreement (and Term Loan Creditors shall promptly remit such proceeds to the Revolving Agent for application to the Revolving Loan Notes Obligations), except to the extent the Revolving Loan Creditors shall have waived such mandatory prepayment in writing.

Turnover. (a) Any prepayments of principal or payments of interest on the Junior Obligations not permitted to be accepted by any Junior Creditor under this Agreement but so received shall be forthwith paid over, in the funds and currency received, if any, by each such Junior Creditor Prior to the Senior Agent for application against the Senior Obligations. Tranche A Revolving Credit Facility Termination Date, any payment or distribution (bwhether in cash, property or securities) So long as the Revolving Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced that may be received by or against any Obligor, Term Loan Agent agrees, for itself and on behalf of the other Term Loan Creditors, that any Tranche B Revolving Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by a Term Loan Creditor as a result Lender on account of an Enforcement Action (including any right of set-off) Obligations with respect to such Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to the Tranche B Revolving Loan Priority Collateral, Credit Facility other than Permitted Tranche B Payments shall be segregated and held in trust and promptly transferred or paid over to the Revolving Agent Administrate Agent, for the benefit of the Revolving Loan Creditors Secured Parties, in each case, in the same form as received, with any necessary endorsements or assignments or as a court endorsements, and each of competent jurisdiction may otherwise direct, for application to the Tranche B Revolving Loan Obligations and Term Loan Obligations in accordance with Section 4. Revolving Lenders hereby authorizes the Administrative Agent is hereby authorized to make any such endorsements or assignments as agent for the Term Loan Creditors. This authorization is such Tranche B Revolving Lender (in each case, which authorization, being coupled with an interest and interest, is irrevocable.). All such payments paid over to the Administrative Agent shall be, as applicable, used to prepay Tranche A Revolving Loans and, if the Tranche A Revolving Loans are paid in full, to Cash Collateralize Letters of Credit or applied in accordance with the provisions of Section 2.18(b) and Section 2.18(g). For purposes of this Agreement, each Lender agrees that in any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, any debt instruments or Equity Interests issued or to be issued by the reorganized or liquidating Borrower or any reorganized or liquidating Loan Party that is allocated to any Tranche B Revolving Lender on account of the Tranche B Revolving Credit Facility in a plan of reorganization or liquidation may be retained by the Tranche B Revolving Lenders, provided that the subordination provisions set forth in Section 2.18(b) and Section 2.18(g), Article X, any other subordination terms set forth herein and any other provision governing the rights among any and all Secured Parties to the extent applicable will apply with like effect to any such debt instruments and Equity Interests issued (provided that no cash payments may be made on account of such allocations with respect to the Tranche B Revolving Credit Facility prior to the receipt by the Secured Parties (other than the Tranche B Revolving Lenders) or their respective designees or assignees of cash in immediately available funds equal to their respective Obligations hereunder, calculated as if this Agreement and the Obligations hereunder have not been terminated, otherwise (cb) So long as If the Term Administrative Agent or any Tranche A Revolving Lender is required in any proceeding under any Debtor Relief Law or otherwise to disgorge, turn over or otherwise pay to the estate of any Loan Termination Date has not occurredParty any amount (a “Recovery”), whether or not any Insolvency Proceeding has been commenced by or against any Obligorreceived as proceeds of security, the Revolving Agent agrees that any Term Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by such a Revolving Loan Creditor as a result enforcement of an Enforcement Action (including any right of set-off) off or otherwise, because such amount was avoided or ordered to be paid or disgorged for any reason, including because it was found to be a fraudulent or preferential transfer, then the Obligations with respect to the Tranche A Revolving Credit Facility shall be reinstated to the extent of such CollateralRecovery and deemed to be outstanding as if such payment had not occurred and the Tranche A Revolving Credit Facility Termination Date, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Term Loan Priority Collateralas applicable, shall be promptly transferred 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 paid over to otherwise affect the Term Loan Agent for the benefit obligations of the Term Loan Creditors in parties hereto. Each of the same form as received, with Tranche B Revolving Lenders agrees that none of them shall be entitled to benefit from any necessary endorsements avoidance action affecting or assignments otherwise relating to any distribution or as a court of competent jurisdiction may otherwise direct, for application to the Term Loan Obligations and Revolving Loan Obligations allocation made in accordance with Section 4. Term Loan Agent is hereby authorized this Agreement, whether by preference or otherwise, it being understood and agreed that any benefit of such avoidance action otherwise allocable to make any such endorsements or assignments as agent them shall instead be allocated and turned over for the Revolving Loan Creditors. This authorization is coupled with an interest and is irrevocable. (d) Nothing in this Agreement shall prohibit the receipt by any Secured Creditor of the payments of interest and payments of principal required under the Documents (as in effect as of the date hereof or modified application in accordance with the terms of priorities set forth in this Agreement) so long as such receipt is not the direct or indirect result of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Agent, on behalf of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept or retain a voluntary prepayment of the Revolving Loan Obligations that is made with the proceeds of Term Loan Priority Collateral that are required to be used to make a mandatory prepayment of the Term Loan Obligations in accordance with the terms of the Term Loan Credit Agreement (and Revolving Loan Creditors shall promptly remit such proceeds to the Term Loan Agent for application to the Term Loan Obligations) and (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment of the Term Loan Obligations that is made with the proceeds of Revolving Loan Priority Collateral that are required to be used to make a mandatory prepayment (including payments required under Section 4.15(h) of the Revolving Loan Credit Agreement) of the Revolving Loan Obligations in accordance with the terms of the Revolving Loan Credit Agreement (and Term Loan Creditors shall promptly remit such proceeds to the Revolving Agent for application to the Revolving Loan Obligations), except to the extent the Revolving Loan Creditors shall have waived such mandatory prepayment in writing.

Turnover. (a) Any prepayments If any Hedging Bank or any Subordinated Creditor receives or recovers a payment or distribution in cash or in kind (including by way of principal set-off or payments combination of interest accounts): (i) of, or on account of, any of the Junior Obligations Hedging Debt which is prohibited by Clause 5.2 (Undertakings relating to Hedging Debt); (ii) of, or on account of, any of the Subordinated Debt which is not permitted by Clause 7 (Permitted Payments); or (iii) from (or on behalf of) any Obligor or any other member of the Group on account of the purchase, defeasance, redemption or acquisition of any Subordinated Debt otherwise than to be accepted the extent permitted by any Junior Creditor under this Agreement but so received shall be forthwith paid overClause 7 (Permitted Payments), in the funds and currency received, if any, by (each such Junior payment or distribution being a Turnover Receipt) the receiving or recovering Hedging Bank or Subordinated Creditor (as the case may be) will promptly notify the Security Agent, will pending payment to the Senior Security Agent hold such Turnover Receipt on trust for the Security Agent and the Secured Creditors and will on demand pay to the Security Agent for application against as provided in Clause 11 (Proceeds of Enforcement) an amount determined by the Security Agent to be equal to the lesser of: (A) the outstanding balance of the Senior ObligationsDebt and Hedging Debt; and (B) the amount of such Turnover Receipt, less the third party costs and expenses (if any) reasonably incurred by the Hedging Bank or Subordinated Creditor concerned in receiving or recovering such Turnover Receipt. (b) So long as the Revolving Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, Term Loan Agent agrees, for itself Each Obligor shall indemnify each Hedging Bank and on behalf of the other Term Loan Creditors, that any Revolving Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by a Term Loan Subordinated Creditor as a result of an Enforcement Action upon demand (including any right of set-off) with respect to such Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Revolving Loan Priority Collateral, shall be promptly transferred or paid over to the Revolving Agent for the benefit of the Revolving Loan Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Revolving Loan Obligations and Term Loan Obligations in accordance with Section 4. Revolving Agent is hereby authorized to make any such endorsements or assignments as agent for the Term Loan Creditors. This authorization is coupled with an interest and is irrevocable. (c) So long as the Term Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the Revolving Agent agrees that any Term Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by such a Revolving Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Term Loan Priority Collateral, shall be promptly transferred or paid over to the Term Loan Agent for the benefit of the Term Loan Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Term Loan Obligations and Revolving Loan Obligations in accordance with Section 4. Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for the Revolving Loan Creditors. This authorization is coupled with an interest and is irrevocable. (d) Nothing in this Agreement shall prohibit the receipt by any Secured Creditor of the payments of interest and payments of principal required under the Documents (as in effect as of the date hereof or modified in accordance with the terms of this Agreement) so long as such receipt is not the direct or indirect result of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Agent, on behalf of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept or retain a voluntary prepayment of the Revolving Loan Obligations that is made with the proceeds of Term Loan Priority Collateral that are required to be used to make a mandatory prepayment of the Term Loan Obligations in accordance with the terms of the Term Loan Credit Agreement (and Revolving Loan Creditors shall promptly remit such proceeds to the Term Loan Agent for application to the Term Loan Obligations) and (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment of the Term Loan Obligations that is made with the proceeds of Revolving Loan Priority Collateral that are required to be used to make a mandatory prepayment (including payments required under Section 4.15(h) of the Revolving Loan Credit Agreement) of the Revolving Loan Obligations in accordance with the terms of the Revolving Loan Credit Agreement (and Term Loan Creditors shall promptly remit such proceeds to the Revolving Agent for application to the Revolving Loan Obligations), except to the extent of its liability for the Revolving Loan Creditors Hedging Debt or Subordinated Debt) for the amount of any Turnover Receipt paid by it to the Security Agent and such third party costs and expenses incurred by it, and the Hedging Debt or the Subordinated Debt (as appropriate) will not be deemed to have been reduced or discharged in any way or to any extent by the receipt or recovery of the relevant Turnover Receipt. Any claim or right of indemnity under this paragraph shall have waived such mandatory prepayment in writingconstitute Hedging Debt (if owed to a Hedging Bank) or otherwise Subordinated Debt.

Turnover. (a) Any prepayments of principal or payments of interest on the Junior Obligations not permitted to be accepted by any Junior Creditor under this Agreement but so received shall be forthwith paid over, in the funds and currency received, if any, by each such Junior Creditor to the Senior Agent for application against the Senior Obligations. (b) So long as the Revolving Loan Termination Date has not occurred, whether Whether or not any Insolvency Proceeding has been commenced by or against any ObligorGrantor, Term Loan Agent agrees, for itself and on behalf of the other Term Loan Creditors, that any Revolving Loan Priority Collateral or Proceeds proceeds thereof or payment with respect thereto received by any holder of a Term Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such Collateral, and including Secondary Lien in connection with any insurance policy claim Exercise of Secured Creditor Remedies relating to the Collateral or any condemnation award (or deed otherwise in lieu contravention of condemnation) with respect to Revolving Loan Priority Collateral, this Agreement shall be promptly transferred or paid over to the Revolving Agent for the benefit of the Revolving Loan Creditors segregated and held in trust and applied in accordance with Section 4.1 in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application . In the event of the failure of an Agent to make any such endorsement to the Revolving Loan Obligations and Term Loan Obligations in accordance with Section 4. Revolving applicable Agent holding the senior Prior Lien on such Collateral, each Agent is each hereby authorized to make any such endorsements or assignments as agent for the Term Loan Creditorsapplicable Agent. This authorization is coupled with an interest and is irrevocableirrevocable until the Discharge of ABL Priority Obligations, Discharge of Senior Lien Priority Obligations, Discharge of First Lien Priority Obligations and Discharge of Junior Lien Priority Obligations have occurred. (c) So long as the Term Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the Revolving Agent agrees that any Term Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by such a Revolving Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Term Loan Priority Collateral, shall be promptly transferred or paid over to the Term Loan Agent for the benefit of the Term Loan Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Term Loan Obligations and Revolving Loan Obligations in accordance with Section 4. Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for the Revolving Loan Creditors. This authorization is coupled with an interest and is irrevocable. (db) Nothing in this Agreement shall prohibit the receipt by the Senior Lien Agent, any Secured Creditor Senior Lien Claimholders, the First Lien Agent, any First Lien Claimholders, the Junior Lien Agent or any Junior Lien Claimholders of the required payments of interest interest, principal and payments other amounts owed in respect of principal required under the Documents (as in effect as of the date hereof or modified in accordance with the terms of this Agreement) their Senior Lien Obligations, First Lien Obligations and Junior Lien Obligations, so long as such receipt is not the direct or indirect result of an Enforcement Action against the Exercise of Secured Creditor Remedies by the Senior Lien Agent, any Senior Lien Claimholders, the First Lien Agent, any First Lien Claimholder, the Junior Lien Agent or any Junior Lien Claimholders of rights or remedies as a secured creditor in respect of the Collateral (including set-off) or enforcement in contravention of this Agreement; provided, however, that Revolving Agent, on behalf Agreement of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept or retain a voluntary prepayment any Lien held by any of the Revolving Loan Obligations that is made with the proceeds of Term Loan Priority Collateral that are required to be used to make a mandatory prepayment of the Term Loan Obligations in accordance with the terms of the Term Loan Credit Agreement (and Revolving Loan Creditors shall promptly remit such proceeds to the Term Loan Agent for application to the Term Loan Obligations) and (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment of the Term Loan Obligations that is made with the proceeds of Revolving Loan Priority Collateral that are required to be used to make a mandatory prepayment (including payments required under Section 4.15(h) of the Revolving Loan Credit Agreement) of the Revolving Loan Obligations in accordance with the terms of the Revolving Loan Credit Agreement (and Term Loan Creditors shall promptly remit such proceeds to the Revolving Agent for application to the Revolving Loan Obligations), except to the extent the Revolving Loan Creditors shall have waived such mandatory prepayment in writingthem.

Turnover. (a) Any prepayments If any Hedging Bank or any Subordinated Creditor receives or recovers a payment or distribution in cash or in kind (including by way of principal set-off or payments combination of interest accounts): (i) of, or on account of, any of the Junior Obligations Hedging Debt which is prohibited by Clause 5.2 (Undertakings relating to Hedging Debt); (ii) of, or on account of, any of the Subordinated Debt which is not permitted by Clause 7 (Permitted Payments); or (iii) from (or on behalf of) any Obligor or any other member of the Group on account of the purchase, defeasance, redemption or acquisition of any Subordinated Debt otherwise than to be accepted the extent permitted by any Junior Creditor under this Agreement but so received shall be forthwith paid overClause 7 (Permitted Payments), in the funds and currency received, if any, by (each such Junior payment or distribution being a “Turnover Receipt”) the receiving or recovering Hedging Bank or Subordinated Creditor (as the case may be) will promptly notify the Security Agent, will pending payment to the Senior Security Agent hold such Turnover Receipt on trust for the Security Agent and the Secured Parties and will on demand pay to the Security Agent for application against as provided in Clause 11 (Proceeds of Enforcement) an amount determined by the Security Agent to be equal to the lesser of: (A) the outstanding balance of the Senior ObligationsDebt, the Hedging Debt and Note Debt; and (B) the amount of such Turnover Receipt, less the third party costs and expenses (if any) reasonably incurred by the Hedging Bank or Subordinated Creditor concerned in receiving or recovering such Turnover Receipt. (b) So long Each Obligor shall indemnify each Hedging Bank and Subordinated Creditor upon demand (to the extent of its liability for the Hedging Debt or Subordinated Debt) for the amount of any Turnover Receipt paid by it to the Security Agent and such third party costs and expenses incurred by it, and the Hedging Debt or the Subordinated Debt (as appropriate) will not be deemed to have been reduced or discharged in any way or to any extent by the Revolving Loan Termination Date has not occurred, whether receipt or not any Insolvency Proceeding has been commenced by or against any Obligor, Term Loan Agent agrees, for itself and on behalf recovery of the other Term Loan Creditors, that any Revolving Loan Priority Collateral relevant Turnover Receipt. Any claim or Proceeds thereof or payment with respect thereto received by a Term Loan Creditor as a result of an Enforcement Action (including any right of set-offindemnity under this paragraph shall constitute Hedging Debt (if owned to a Hedging Bank) with respect to such Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Revolving Loan Priority Collateral, shall be promptly transferred or paid over to the Revolving Agent for the benefit of the Revolving Loan Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Revolving Loan Obligations and Term Loan Obligations in accordance with Section 4. Revolving Agent is hereby authorized to make any such endorsements or assignments as agent for the Term Loan Creditors. This authorization is coupled with an interest and is irrevocableSubordinated Debt. (c) So long as If the Term Loan Termination Date has not occurred, whether Bond Trustee receives or not any Insolvency Proceeding has been commenced by recovers a payment or against any Obligor, the Revolving Agent agrees that any Term Loan Priority Collateral distribution in cash or Proceeds thereof or payment with respect thereto received by such a Revolving Loan Creditor as a result of an Enforcement Action in kind (including any right by way of set-off) with respect to such Collateral, and including in connection with any insurance policy claim off or any condemnation award (or deed in lieu combination of condemnation) with respect to Term Loan Priority Collateral, shall be promptly transferred or paid over to the Term Loan Agent for the benefit of the Term Loan Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Term Loan Obligations and Revolving Loan Obligations in accordance with Section 4. Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for the Revolving Loan Creditors. This authorization is coupled with an interest and is irrevocable.accounts): (d) Nothing in this Agreement shall prohibit the receipt by any Secured Creditor of the payments of interest and payments of principal required under the Documents (as in effect as of the date hereof or modified in accordance with the terms of this Agreement) so long as such receipt is not the direct or indirect result of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Agent, on behalf of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept under or retain a voluntary prepayment on account of the Revolving Loan Obligations that is made with the proceeds of Term Loan Priority Collateral that are required to be used to make a mandatory prepayment Senior Subordinated Guarantee; or (ii) from (or on behalf of) any Obligor or other member of the Term Loan Obligations in accordance with Group (other than JSG Funding or the terms Parent) on account of the Term Loan Credit Agreement Senior Subordinated Guarantee Debt or the purchase, redemption or acquisition of any JSG Funding Debt, (and Revolving Loan Creditors shall each such payment or distribution being a “Guarantee Turnover Receipt”) the receiving or recovering Bond Trustee will promptly remit such proceeds notify the Security Agent, will pending payment to the Term Loan Security Agent hold such Guarantee Turnover Receipt on trust for the Security Agent and the Secured Parties and will on demand pay to the Security Agent for application as provided in Clause 11 (Proceeds of Enforcement) an amount equal to the Term Loan Obligationslesser of: (A) and (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment the outstanding balances of the Term Loan Obligations that is made with Senior Debt, the proceeds of Revolving Loan Priority Collateral that are required to be used to make a mandatory prepayment Hedging Debt and the Note Debt; and (including payments required under Section 4.15(hB) the amount of the Revolving Loan Credit AgreementGuarantee Turnover Receipt, less the third party costs and expenses (if any) of reasonably incurred by the Revolving Loan Obligations Bond Trustee in accordance with receiving or recovering the terms of the Revolving Loan Credit Agreement (and Term Loan Creditors shall promptly remit such proceeds to the Revolving Agent for application to the Revolving Loan Obligations), except to the extent the Revolving Loan Creditors shall have waived such mandatory prepayment in writingGuarantee Turnover Receipt.

Turnover. (a) Any prepayments If any Intercompany Creditor receives or recovers a payment or distribution in cash or in kind (including by way of principal set-off or payments combination of interest accounts): (i) of, or on account of, any of the Junior Obligations Intercompany Debt which is not permitted by Clause 7 (Permitted Payments); or (ii) from (or on behalf of) any Obligor or any other member of the Group on account of the purchase, defeasance, redemption or acquisition of any Intercompany Debt otherwise than to be accepted the extent permitted by any Junior Creditor under this Agreement but so received shall be forthwith paid overClause 7 (Permitted Payments), in the funds and currency received, if any, by (each such Junior payment or distribution being a Turnover Receipt) the receiving or recovering Intercompany Creditor will promptly notify the Security Agent, will pending payment to the Senior Security Agent hold such Turnover Receipt on trust for the Security Agent and the Secured Creditors and will on demand pay to the Security Agent for application against as provided in Clause 11 (Proceeds of Enforcement) of the First Priority Deed an amount determined by the Security Agent to be equal to the lesser of: (A) the outstanding balance of the Senior ObligationsDebt and the Hedging Debt; and (B) the amount of such Turnover Receipt, less the third party costs and expenses (if any) reasonably incurred by the Intercompany Creditor concerned in receiving or recovering such Turnover Receipt. For the avoidance of doubt, an amount may not be demanded under this Clause 8(a) if such amount has already been paid to the Security Agent under clause 8(a) of the First Priority Deed or clause 8(a) of the Additional Notes Priority Deed (and vice versa). (b) So long as The Parent, the Revolving Loan Termination Date has Company and, except to the extent that to do so would constitute unlawful financial assistance under the law of its respective jurisdiction of incorporation, each other Obligor shall indemnify each Intercompany Creditor upon demand (to the extent of its liability for the Intercompany Debt) for the amount of any Turnover Receipt paid by it to the Security Agent and such third party costs and expenses incurred by it, and the Intercompany Debt will not occurred, whether be deemed to have been reduced or not discharged in any Insolvency Proceeding has been commenced way or to any extent by the receipt or against any Obligor, Term Loan Agent agrees, for itself and on behalf recovery of the other Term Loan Creditors, that any Revolving Loan Priority Collateral relevant Turnover Receipt. Any claim or Proceeds thereof or payment with respect thereto received by a Term Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Revolving Loan Priority Collateral, indemnity under this paragraph shall be promptly transferred or paid over to the Revolving Agent for the benefit of the Revolving Loan Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Revolving Loan Obligations and Term Loan Obligations in accordance with Section 4. Revolving Agent is hereby authorized to make any such endorsements or assignments as agent for the Term Loan Creditors. This authorization is coupled with an interest and is irrevocableconstitute Intercompany Debt. (c) So long as If the Term Loan Termination Date has not occurred, whether Bond Trustee receives or not any Insolvency Proceeding has been commenced by recovers a payment or against any Obligor, the Revolving Agent agrees that any Term Loan Priority Collateral distribution in cash or Proceeds thereof or payment with respect thereto received by such a Revolving Loan Creditor as a result of an Enforcement Action in kind (including any right by way of set-offoff or combination of accounts) with respect to such Collateral, and including in connection with any insurance policy claim or any condemnation award from (or deed in lieu on behalf of) any Obligor or other member of condemnationthe Group (other than Newco 1 or the Parent) with respect to Term Loan Priority Collateralon account of the purchase, shall be redemption or acquisition of any Newco 1 Debt (each such payment or distribution being a Purchase Turnover Receipt) the Bond Trustee will promptly transferred or paid over notify the Security Agent, will pending payment to the Term Loan Security Agent hold such Purchase Turnover Receipt on trust for the benefit of Security Agent and the Term Loan Secured Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application and will on demand pay to the Term Loan Obligations and Revolving Loan Obligations in accordance with Section 4. Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for the Revolving Loan Creditors. This authorization is coupled with an interest and is irrevocable. (d) Nothing in this Agreement shall prohibit the receipt by any Secured Creditor of the payments of interest and payments of principal required under the Documents (as in effect as of the date hereof or modified in accordance with the terms of this Agreement) so long as such receipt is not the direct or indirect result of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Agent, on behalf of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept or retain a voluntary prepayment of the Revolving Loan Obligations that is made with the proceeds of Term Loan Priority Collateral that are required to be used to make a mandatory prepayment of the Term Loan Obligations in accordance with the terms of the Term Loan Credit Agreement (and Revolving Loan Creditors shall promptly remit such proceeds to the Term Loan Security Agent for application to the Term Loan Obligations) and as provided in Clause 11 (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment Proceeds of the Term Loan Obligations that is made with the proceeds of Revolving Loan Priority Collateral that are required to be used to make a mandatory prepayment (including payments required under Section 4.15(hEnforcement) of the Revolving Loan Credit AgreementFirst Priority Deed an amount equal to the lesser of: (A) the outstanding balances of the Senior Debt and the Hedging Debt; and (B) the amount of the Purchase Turnover Receipt, less the third party costs and expenses (if any) reasonably incurred by the Bond Trustee in receiving or recovering the Purchase Turnover Receipt. For the avoidance of doubt, an amount may not be demanded under this Clause 8(c) if such amount has already been paid to the Security Agent under clause 8(c) of the Revolving Loan Obligations in accordance with the terms First Priority Deed or clause 8(c) of the Revolving Loan Credit Agreement Additional Notes Priority Deed (and Term Loan Creditors shall promptly remit such proceeds to the Revolving Agent for application to the Revolving Loan Obligationsvice versa), except to the extent the Revolving Loan Creditors shall have waived such mandatory prepayment in writing.

Turnover. (a) Any prepayments Unless and until the earlier of principal the Discharge of ABL Revolving Obligations or payments the Discharge of interest on the Junior Term Obligations not permitted to be accepted by any Junior Creditor under this Agreement but so received shall be forthwith paid over, in the funds and currency received, if any, by each such Junior Creditor to the Senior Agent for application against the Senior Obligations. (b) So long as the Revolving Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any ObligorGrantor, except as otherwise provided in Section 3.5, (a) if any Term Loan Agent agreesor any Term Claimholder obtains possession of any ABL Revolving Priority Collateral or realizes any proceeds or payment in respect of the ABL Revolving Priority Collateral (including in each case, for itself and assets or proceeds subject to Liens referred to in Section 2.3), pursuant to any Term Collateral Document or by the exercise of any rights available to it under applicable law or in any Canadian Insolvency Proceeding or other Insolvency Proceeding or through any other exercise of remedies, at any time when any ABL Re- volving Obligations secured or intended to be secured by such ABL Revolving Priority Collateral remains outstanding or any commitment to extend credit that would constitute ABL Revolving Obligations se- cured or intended to be secured by such ABL Revolving Priority Collateral remains in effect, then it will hold such ABL Revolving Priority Collateral, proceeds or payments in trust on behalf of the other Term Loan CreditorsABL Re- volving Collateral Agent and the ABL Revolving Claimholders and reasonably promptly after obtaining actual knowledge or notice from the ABL Revolving Collateral Agent that such Person has possession of such proceeds or payments, that any Revolving Loan Priority Collateral transfer or Proceeds thereof or payment with respect thereto received by a Term Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Revolving Loan Priority Collateral, shall be promptly transferred or paid pay over to the ABL Revolving Collateral Agent for the benefit of the ABL Revolving Loan Creditors Claimholders, in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the and (b) if ABL Revolving Loan Obligations and Term Loan Obligations in accordance with Section 4. Collateral Agent or any ABL Revolving Agent is hereby authorized to make Claimholder obtains possession of any such endorsements or assignments as agent for the Term Loan Creditors. This authorization is coupled with an interest and is irrevocable. (c) So long as the Term Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the Revolving Agent agrees that any Term Loan Notes Priority Collateral or Proceeds thereof realizes any proceeds or payment with in respect thereto received of the Notes Priority Collateral (including in each case, assets or proceeds subject to Liens referred to in Section 2.3), pursuant to any ABL Revolving Collateral Document or by the exercise of any rights available to it under applicable law or in any Canadian Insolvency Proceeding or other In- solvency Proceeding or through any other exercise of remedies, at any time when any Term Obligations secured or intended to be secured by such a Revolving Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such Collateral, and including in connection with any insurance policy claim Notes Priority Collateral remains outstanding or any condemnation award (commit- ment to extend credit that would constitute Term Obligations secured or deed intended to be secured by such Notes Priority Collateral remains in lieu effect, then it will hold such Notes Priority Collateral proceeds or payments in trust on behalf of condemnation) with respect to the Term Loan Priority CollateralAgents and the Term Claimholders and reasonably promptly after obtaining actual knowledge or notice from the Applicable Term Agent that such Person has possession of such proceeds or payments, shall be promptly transferred transfer or paid pay over to the Applicable Term Loan Agent for the benefit of the Term Loan Creditors Claimholders, in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to . Each of the Term Loan Obligations Agents and the ABL Revolving Loan Obligations in accordance with Section 4. Term Loan Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Revolving Loan Creditorsother or any Claimholders. This authorization au- thorization is coupled with an interest and is irrevocable. (d) Nothing irrevocable until the earlier of the Discharge of ABL Revolv- ing Obligations or the Discharge of Term Obligations. Each Term Agent for itself and each Term Claimholder by its acceptance of the Notes, indebtedness under the First Priority Credit Facility or Pari Passu Lien Indebtedness, as applicable, here- by agrees that if, at any time, all or part of any payment with respect to any ABL Revolving Obligations secured by any ABL Revolving Priority Collateral previously made shall be rescinded for any reason whatsoever, it will promptly pay over to ABL Revolving Collateral Agent any payment received by it in respect of any such ABL Revolving Priority Collateral and shall promptly turn any such ABL Revolving Priority Collateral then held by it over to ABL Revolving Collateral Agent, and the provisions set forth in this Agreement shall prohibit will be reinstated as if such payment had not been made, until the receipt payment and satisfac- tion in full of such ABL Revolving Obligations. The ABL Revolving Collateral Agent for itself and each ABL Revolving Claimholder by its acceptance of the ABL Revolving Obligations, hereby agrees that if, at any time, all or part of any payment with respect to any Term Obligations secured by any Secured Creditor Notes Priority Collateral previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Applicable Term Agent any payment received by it in respect of any such Notes Priority Collateral and shall promptly turn any such Notes Priority Collateral then held by it over to the payments of interest and payments of principal required under the Documents (as in effect as of the date hereof or modified in accordance with the terms of this Agreement) so long as such receipt is not the direct or indirect result of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Applicable Term Agent, on behalf of itself and the other Revolving Loan Creditorsprovisions set forth in this Agreement will be reinstated as if such payment had not been made, hereby acknowledge until the payment and agree that (i) Revolving Loan Creditors shall not accept or retain a voluntary prepayment satisfac- tion in full of the Revolving Loan Obligations that is made with the proceeds of such Term Loan Priority Collateral that are required to be used to make a mandatory prepayment of the Term Loan Obligations in accordance with the terms of the Term Loan Credit Agreement (and Revolving Loan Creditors shall promptly remit such proceeds to the Term Loan Agent for application to the Term Loan Obligations) and (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment of the Term Loan Obligations that is made with the proceeds of Revolving Loan Priority Collateral that are required to be used to make a mandatory prepayment (including payments required under Section 4.15(h) of the Revolving Loan Credit Agreement) of the Revolving Loan Obligations in accordance with the terms of the Revolving Loan Credit Agreement (and Term Loan Creditors shall promptly remit such proceeds to the Revolving Agent for application to the Revolving Loan Obligations), except to the extent the Revolving Loan Creditors shall have waived such mandatory prepayment in writing.

Turnover. (a) Any prepayments If any Hedging Bank or any Subordinated Creditor receives or recovers a payment or distribution in cash or in kind (including by way of principal set-off or payments combination of interest accounts): (i) of, or on account of, any of the Junior Obligations Hedging Debt which is prohibited by Clause 5.2 (Undertakings relating to Hedging Debt); (ii) of, or on account of, any of the Subordinated Debt which is not permitted by Clause 7 (Permitted Payments); or (iii) from (or on behalf of) any Obligor or any other member of the Group on account of the purchase, defeasance, redemption or acquisition of any Subordinated Debt otherwise than to be accepted the extent permitted by any Junior Creditor under this Agreement but so received shall be forthwith paid overClause 7 (Permitted Payments), in the funds and currency received, if any, by (each such Junior payment or distribution being a TURNOVER RECEIPT) the receiving or recovering Hedging Bank or Subordinated Creditor (as the case may be) will promptly notify the Security Agent, will pending payment to the Senior Security Agent hold such Turnover Receipt on trust for the Security Agent and the Secured Creditors and will on demand pay to the Security Agent for application against as provided in Clause 11 (Proceeds of Enforcement) an amount determined by the Security Agent to be equal to the lesser of: (A) the outstanding balance of the Senior ObligationsDebt, Hedging Debt and Spanish Bond Debt; and (B) the amount of such Turnover Receipt, less the third party costs and expenses (if any) reasonably incurred by the Hedging Bank or Subordinated Creditor concerned in receiving or recovering such Turnover Receipt. (b) So long Each Obligor shall indemnify each Hedging Bank and Subordinated Creditor upon demand (to the extent of its liability for the Hedging Debt or Subordinated Debt) for the amount of any Turnover Receipt paid by it to the Security Agent and such third party costs and expenses incurred by it, and the Hedging Debt or the Subordinated Debt (as appropriate) will not be deemed to have been reduced or discharged in any way or to any extent by the Revolving Loan Termination Date has not occurred, whether receipt or not any Insolvency Proceeding has been commenced by or against any Obligor, Term Loan Agent agrees, for itself and on behalf recovery of the other Term Loan Creditors, that any Revolving Loan Priority Collateral relevant Turnover Receipt. Any claim or Proceeds thereof or payment with respect thereto received by a Term Loan Creditor as a result of an Enforcement Action (including any right of set-offindemnity under this paragraph shall constitute Hedging Debt (if owned to a Hedging Bank) with respect to such Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Revolving Loan Priority Collateral, shall be promptly transferred or paid over to the Revolving Agent for the benefit of the Revolving Loan Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Revolving Loan Obligations and Term Loan Obligations in accordance with Section 4. Revolving Agent is hereby authorized to make any such endorsements or assignments as agent for the Term Loan Creditors. This authorization is coupled with an interest and is irrevocableSubordinated Debt. (c) So long as the Term Loan Termination Date has not occurred, whether or not If any Insolvency Proceeding has been commenced by or against any ObligorBridge Lender, the Revolving Agent agrees that any Term Loan Priority Collateral Bridge Agent, the Exchange Note Trustee or Proceeds thereof the Bond Trustee receives or recovers a payment with respect thereto received by such a Revolving Loan Creditor as a result of an Enforcement Action or distribution in cash or in kind (including any right by way of set-off) with respect to such Collateral, and including in connection with any insurance policy claim off or any condemnation award (or deed in lieu combination of condemnation) with respect to Term Loan Priority Collateral, shall be promptly transferred or paid over to the Term Loan Agent for the benefit of the Term Loan Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Term Loan Obligations and Revolving Loan Obligations in accordance with Section 4. Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for the Revolving Loan Creditors. This authorization is coupled with an interest and is irrevocable.accounts): (d) Nothing in this Agreement shall prohibit the receipt by any Secured Creditor of the payments of interest and payments of principal required under the Documents (as in effect as of the date hereof or modified in accordance with the terms of this Agreement) so long as such receipt is not the direct or indirect result of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Agent, on behalf of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept under or retain a voluntary prepayment on account of the Revolving Loan Obligations that is made with the proceeds of Term Loan Priority Collateral that are required to be used to make a mandatory prepayment Senior Subordinated Guarantee; or (ii) from (or on behalf of) any Obligor or other member of the Term Loan Obligations in accordance with Group (other than Newco 1 or the terms Parent) on account of the Term Loan Credit Agreement Senior Subordinated Guarantee Debt or the purchase, redemption or acquisition of any Newco 1 Debt, (and Revolving Loan Creditors shall each such payment or distribution being a GUARANTEE TURNOVER RECEIPT) the receiving or recovering Bridge Lender, Bridge Agent, Exchange Note Trustee or Bond Trustee (as the case may be) will promptly remit such proceeds notify the Security Agent, will pending payment to the Term Loan Security Agent hold such Guarantee Turnover Receipt on trust for the Security Agent and the Secured Creditors and will on demand pay to the Security Agent for application as provided in Clause 11 (Proceeds of Enforcement) an amount equal to the Term Loan Obligationslesser of: (A) and (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment the outstanding balances of the Term Loan Obligations that is made with Senior Debt, the proceeds of Revolving Loan Priority Collateral that are required to be used to make a mandatory prepayment Hedging Debt and the Spanish Bond Debt; and (including payments required under Section 4.15(hB) the amount of the Revolving Loan Credit AgreementGuarantee Turnover Receipt, less the third party costs and expenses (if any) of reasonably incurred by the Revolving Loan Obligations Bridge Lender or the Bond Trustee concerned in accordance with receiving or recovering the terms of the Revolving Loan Credit Agreement (and Term Loan Creditors shall promptly remit such proceeds to the Revolving Agent for application to the Revolving Loan Obligations), except to the extent the Revolving Loan Creditors shall have waived such mandatory prepayment in writingGuarantee Turnover Receipt.

Turnover. (a) Any prepayments Unless and until the earlier of principal the Discharge of Revolving Obligations or payments the Discharge of interest on the Junior Term Loan Obligations not permitted to be accepted by any Junior Creditor under this Agreement but so received shall be forthwith paid over, in the funds and currency received, if any, by each such Junior Creditor to the Senior Agent for application against the Senior Obligations. (b) So long as the Revolving Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any ObligorGrantor, except as otherwise provided in Section 3.5, (a) any Revolving Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(a) received by Term Loan Agent agrees, for itself and on behalf of the other or any Term Loan CreditorsClaimholder, pursuant to any Term Loan Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency Proceeding or through any other exercise of remedies, after Term Loan Agent or such Term Loan Claimholder obtains actual knowledge or notice from Revolving Agent that any it has possession of such Revolving Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by a Term Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to and/or such Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Revolving Loan Priority Collateralproceeds, shall be segregated and held in trust and shall reasonably promptly transferred or be paid over to the Revolving Agent for the benefit of the Revolving Loan Creditors Claimholders in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise directdirect and (b) any Term Priority Collateral, for application proceeds thereof (including assets or proceeds subject to Liens referred to in the Revolving Loan Obligations and Term Loan Obligations final sentence of Section 2.3) or any insurance proceeds described in accordance with Section 4. 5.2(b) received by Revolving Agent is hereby authorized or any Revolving Claimholder or through the application of cash or proceeds of Collateral deposited into any account under a deposit account control agreement, pursuant to make any such endorsements Revolving Collateral Document or assignments as agent for by the Term Loan Creditors. This authorization is coupled with an interest and is irrevocable. (c) So long as the Term Loan Termination Date has not occurred, whether exercise of any rights available to it under applicable law or not in any Insolvency Proceeding has been commenced by or against through any Obligorother exercise of remedies, the after Revolving Agent agrees that any or such Revolving Claimholder obtains actual knowledge or notice from Term Loan Agent that it has possession of such Term Priority Collateral or Proceeds thereof or payment with respect thereto received by and/or such a Revolving Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Term Loan Priority Collateralproceeds, shall be segregated and held in trust and shall reasonably promptly transferred or be paid over to the Term Loan Agent for the benefit of the Term Loan Creditors Claimholders in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct; provided, for application however, in the case of any proceeds of Term Priority Collateral received by Revolving Agent or any Revolving Claimholder in connection with a Disposition of Term Priority Collateral by any Grantor prior to the a Term Loan Obligations Default, if a Grantor does not provide prior written notice of such Disposition to Revolving Agent specifying the amount and source of such proceeds, neither Revolving Agent nor any Revolving Claimholder shall have any obligation to pay over any proceeds of such Disposition to Term Loan Agent. Each of Term Loan Agent and Revolving Loan Obligations in accordance with Section 4. Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for the Revolving Loan Creditorsother or any Claimholders. This authorization is coupled with an interest and is irrevocable. (d) Nothing in this Agreement shall prohibit irrevocable until the receipt by any Secured Creditor earlier of the payments Discharge of interest and payments of principal required under Revolving Obligations or the Documents (as in effect as of the date hereof or modified in accordance with the terms of this Agreement) so long as such receipt is not the direct or indirect result of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Agent, on behalf of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept or retain a voluntary prepayment of the Revolving Loan Obligations that is made with the proceeds Discharge of Term Loan Priority Collateral that are required to be used to make a mandatory prepayment of the Term Loan Obligations in accordance with the terms of the Term Loan Credit Agreement (and Revolving Loan Creditors shall promptly remit such proceeds to the Obligations. Term Loan Agent for application itself and each Term Loan Claimholder agrees that if, at any time, all or part of any payment with respect to any Revolving Obligations secured by any Revolving Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Revolving Agent any payment received by it in respect of any such Revolving Priority Collateral and shall promptly turn any such Revolving Priority Collateral then held by it over to Revolving Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Revolving Obligations. Revolving Agent for itself and each Revolving Claimholder agrees that if, at any time, all or part of any payment with respect to any Term Loan Obligations secured by any Term Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Priority Collateral and shall promptly turn any such Term Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Obligations) and (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment of the Term Loan Obligations that is made with the proceeds of Revolving Loan Priority Collateral that are required to be used to make a mandatory prepayment (including payments required under Section 4.15(h) of the Revolving Loan Credit Agreement) of the Revolving Loan Obligations in accordance with the terms of the Revolving Loan Credit Agreement (and Term Loan Creditors shall promptly remit such proceeds to the Revolving Agent for application to the Revolving Loan Obligations), except to the extent the Revolving Loan Creditors shall have waived such mandatory prepayment in writing.

Turnover. (a) Any prepayments Subject to the terms of principal or payments of interest on the Junior Obligations not permitted to be accepted by any Junior Creditor under this Agreement but so received shall be forthwith paid over, in the funds and currency receivedABL Intercreditor Agreement, if any, by each such Junior Creditor to unless and until the Senior Agent for application against earlier of the Senior Obligations. (b) So long as the Revolving Loan Termination Date Discharge of First Lien Obligations has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any ObligorGrantor, Term Loan if the Notes Collateral Agent agreesor any Notes Claimholder obtains possession of any Collateral or realizes any proceeds or payment in respect of the Collateral (including in each case, for itself and assets or proceeds subject to Liens referred to in Section 2.3), pursuant to any Notes Collateral Document or by the exercise of any rights available to it under applicable law or in any Canadian Insolvency Proceeding or other Insolvency Proceeding or through any other exercise of remedies, at any time when any First Lien Obligations secured or intended to be secured by such Collat- eral remains outstanding or any commitment to extend credit that would constitute First Lien Obligations secured or intended to be secured by such Collateral remains in effect, then it will hold such Collateral, proceeds or payments in trust on behalf of the other Term Loan CreditorsFirst Lien Credit Facility Agent and the First Lien Credit Facility Claimholders and reasonably promptly after obtaining actual knowledge or notice from the First Lien Credit Facility Agent that such Person has possession of such proceeds or payments, that any Revolving Loan Priority Collateral transfer or Proceeds thereof or payment with respect thereto received by a Term Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Revolving Loan Priority Collateral, shall be promptly transferred or paid pay over to the Revolving First Lien Credit Facility Agent for the benefit of the Revolving Loan Creditors First Lien Credit Facility Claimholders, in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Revolving Loan Obligations and Term Loan Obligations in accordance with Section 4. Revolving The First Lien Credit Facility Agent is hereby authorized to make any such endorsements or assignments en- dorsements as agent for the Term Loan CreditorsNotes Collateral Agent and any Notes Claimholders. This authorization is coupled with an interest and is irrevocable. (c) So long irrevocable until the Discharge of First Lien Obligations. Each Notes Collateral Agent for itself and each Notes Claimholder by its acceptance of the Notes or Pari Passu Lien Indebtedness, as the Term Loan Termination Date has not occurredapplicable, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the Revolving Agent hereby agrees that if, at any Term Loan Priority Collateral time, all or Proceeds thereof or part of any payment with respect thereto to any First Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to First Lien Credit Facility Agent any payment received by it and shall promptly turn any such a Revolving Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect Collateral then held by it over to such CollateralFirst Lien Credit Facility Agent, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Term Loan Priority Collateral, shall be promptly transferred or paid over to the Term Loan Agent for the benefit of the Term Loan Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Term Loan Obligations and Revolving Loan Obligations in accordance with Section 4. Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for the Revolving Loan Creditors. This authorization is coupled with an interest and is irrevocable. (d) Nothing provisions set forth in this Agreement shall prohibit will be reinstated as if such payment had not been made, until the receipt by any Secured Creditor payment and satisfaction in full of the payments of interest and payments of principal required under the Documents (as in effect as of the date hereof or modified in accordance with the terms of this Agreement) so long as such receipt is not the direct or indirect result of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Agent, on behalf of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept or retain a voluntary prepayment of the Revolving Loan Obligations that is made with the proceeds of Term Loan Priority Collateral that are required to be used to make a mandatory prepayment of the Term Loan Obligations in accordance with the terms of the Term Loan Credit Agreement (and Revolving Loan Creditors shall promptly remit such proceeds to the Term Loan Agent for application to the Term Loan First Lien Obligations) and (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment of the Term Loan Obligations that is made with the proceeds of Revolving Loan Priority Collateral that are required to be used to make a mandatory prepayment (including payments required under Section 4.15(h) of the Revolving Loan Credit Agreement) of the Revolving Loan Obligations in accordance with the terms of the Revolving Loan Credit Agreement (and Term Loan Creditors shall promptly remit such proceeds to the Revolving Agent for application to the Revolving Loan Obligations), except to the extent the Revolving Loan Creditors shall have waived such mandatory prepayment in writing.

Turnover. (a) Any prepayments If any Intercompany Creditor receives or recovers a payment or distribution in cash or in kind (including by way of principal set-off or payments combination of interest accounts): (i) of, or on account of, any of the Junior Obligations Intercompany Debt which is not permitted by Clause 7 (Permitted Payments); or (ii) from (or on behalf of) any Obligor or any other member of the Group on account of the purchase, defeasance, redemption or acquisition of any Intercompany Debt otherwise than to be accepted the extent permitted by any Junior Creditor under this Agreement but so received shall be forthwith paid overClause 7 (Permitted Payments), in the funds and currency received, if any, by (each such Junior payment or distribution being a Turnover Receipt) the receiving or recovering Intercompany Creditor will promptly notify the Security Agent, will pending payment to the Senior Security Agent hold such Turnover Receipt on trust for the Security Agent and the Secured Creditors and will on demand pay to the Security Agent for application against as provided in Clause 11 (Proceeds of Enforcement) of the First Priority Deed an amount determined by the Security Agent to be equal to the lesser of: (A) the outstanding balance of the Senior ObligationsDebt, Hedging Debt and Spanish Bond Debt; and (B) the amount of such Turnover Receipt, less the third party costs and expenses (if any) reasonably incurred by the Intercompany Creditor concerned in receiving or recovering such Turnover Receipt. For the avoidance of doubt, an amount may not be demanded under this Clause 8(a) if such amount has already been paid to the Security Agent under clause 8(a) of the First Priority Deed (and vice versa). (b) So long as Each Obligor shall indemnify each Intercompany Creditor upon demand (to the Revolving Loan Termination Date has extent of its liability for the Intercompany Debt) for the amount of any Turnover Receipt paid by it to the Security Agent and such third party costs and expenses incurred by it, and the Intercompany Debt will not occurred, whether be deemed to have been reduced or not discharged in any Insolvency Proceeding has been commenced way or to any extent by the receipt or against any Obligor, Term Loan Agent agrees, for itself and on behalf recovery of the other Term Loan Creditors, that any Revolving Loan Priority Collateral relevant Turnover Receipt. Any claim or Proceeds thereof or payment with respect thereto received by a Term Loan Creditor as a result of an Enforcement Action (including any right of set-off) with respect to such Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Revolving Loan Priority Collateral, indemnity under this paragraph shall be promptly transferred or paid over to the Revolving Agent for the benefit of the Revolving Loan Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Revolving Loan Obligations and Term Loan Obligations in accordance with Section 4. Revolving Agent is hereby authorized to make any such endorsements or assignments as agent for the Term Loan Creditors. This authorization is coupled with an interest and is irrevocableconstitute Intercompany Debt. (c) So long as If the Term Loan Termination Date has not occurred, whether Bond Trustee receives or not any Insolvency Proceeding has been commenced by recovers a payment or against any Obligor, the Revolving Agent agrees that any Term Loan Priority Collateral distribution in cash or Proceeds thereof or payment with respect thereto received by such a Revolving Loan Creditor as a result of an Enforcement Action in kind (including any right by way of set-off) with respect to such Collateral, and including in connection with any insurance policy claim off or any condemnation award (or deed in lieu combination of condemnation) with respect to Term Loan Priority Collateral, shall be promptly transferred or paid over to the Term Loan Agent for the benefit of the Term Loan Creditors in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct, for application to the Term Loan Obligations and Revolving Loan Obligations in accordance with Section 4. Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for the Revolving Loan Creditors. This authorization is coupled with an interest and is irrevocable.accounts): (d) Nothing in this Agreement shall prohibit the receipt by any Secured Creditor of the payments of interest and payments of principal required under the Documents (as in effect as of the date hereof or modified in accordance with the terms of this Agreement) so long as such receipt is not the direct or indirect result of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Agent, on behalf of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept under or retain a voluntary prepayment on account of the Revolving Loan Obligations that is made with the proceeds of Term Loan Priority Collateral that are required to be used to make a mandatory prepayment Senior Subordinated Guarantee; or (ii) from (or on behalf of) any Obligor or other member of the Term Loan Obligations in accordance with Group (other than Newco 1 or the terms Parent) on account of the Term Loan Credit Agreement Senior Subordinated Guarantee Debt or the purchase, redemption or acquisition of any Newco 1 Debt, (and Revolving Loan Creditors shall each such payment or distribution being a Guarantee Turnover Receipt) the Bond Trustee will promptly remit such proceeds notify the Security Agent, will pending payment to the Term Loan Security Agent hold such Guarantee Turnover Receipt on trust for the Security Agent and the Secured Creditors and will on demand pay to the Security Agent for application to the Term Loan Obligations) and as provided in Clause 11 (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment Proceeds of the Term Loan Obligations that is made with the proceeds of Revolving Loan Priority Collateral that are required to be used to make a mandatory prepayment (including payments required under Section 4.15(hEnforcement) of the Revolving Loan Credit AgreementFirst Priority Deed an amount equal to the lesser of: (A) the outstanding balances of the Senior Debt, the Hedging Debt and the Spanish Bond Debt; and (B) the amount of the Guarantee Turnover Receipt, less the third party costs and expenses (if any) reasonably incurred by the Bond Trustee in receiving or recovering the Guarantee Turnover Receipt. For the avoidance of doubt, an amount may not be demanded under this Clause 8(c) if such amount has already been paid to the Security Agent under clause 8(c) of the Revolving Loan Obligations in accordance with the terms of the Revolving Loan Credit Agreement First Priority Deed (and Term Loan Creditors shall promptly remit such proceeds to the Revolving Agent for application to the Revolving Loan Obligationsvice versa), except to the extent the Revolving Loan Creditors shall have waived such mandatory prepayment in writing.

Turnover. (a) Any prepayments of principal payment or payments of interest on the Junior Obligations not permitted to distribution (whether in cash, property or securities) that may be accepted received by any Junior Creditor under this Agreement but so received shall be forthwith paid over, in the funds and currency received, if any, by each such Junior Creditor to the Senior Agent for application against the Senior Obligations. (b) So long as the Revolving Loan Termination Date has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, Term Loan Agent agrees, for itself and Lender or its Affiliate on behalf account of the other Term Loan Creditors, that any Revolving Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by a Term Loan Creditor as a result of an Enforcement Action (including any right of set-off) Obligations with respect to such Collateralthe Term Loan Facility or, and including the Tranche A Last Out Facility Commitment Letter or the 2020 Refinancing Backstop Commitment Letter in connection with any insurance policy claim or any condemnation award (or deed in lieu violation of condemnation) with respect to Revolving Loan Priority Collateral, this Agreement shall be segregated and held in trust and promptly transferred or paid over to the Revolving Agent Administrate Agent, for the benefit of the Revolving Loan Creditors Secured Parties, in each case, in the same form as received, with any necessary endorsements or assignments or as a court endorsements, and each of competent jurisdiction may otherwise direct, for application to the Revolving Loan Obligations and Term Loan Obligations in accordance with Section 4. Revolving Lenders hereby authorizes the Administrative Agent is hereby authorized to make any such endorsements or assignments as agent for such Term Loan Lender or its respective Affiliate (in each case, which authorization, being coupled with an interest, is irrevocable). All such payments paid over to the Administrative Agent shall be, as applicable, used to prepay Revolving Credit Loans and, if the Revolving Credit Loans are paid in full, Cash Collateralize Letters of Credit or applied in accordance with the provisions of Section 8.03. For purposes of this Agreement, each Term Loan Lender agrees that in an any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party of the Borrower, any debt or equity securities issued or to be issued by the reorganized or liquidating Borrower or any reorganized or liquidating Loan Party that is allocated to any Term Loan Lender or Affiliate thereof on account of the Term Loan Creditors. This authorization is coupled with an interest and is irrevocableFacility or, the Tranche A Last Out Facility Commitment Letter or the 2020 Refinancing Backstop Commitment Letter in a plan of reorganization or liquidation shall be deemed to be payments that are subject to the turnover provisions hereunder. (cb) So long as If the Term Administrative Agent or any Revolving Credit Lender is required in any proceeding under any Debtor Relief Law or otherwise to disgorge, turn over or otherwise pay to the estate of any Loan Termination Date has not occurredParty any amount (a “Recovery”), whether or not any Insolvency Proceeding has been commenced by or against any Obligorreceived as proceeds of security, the Revolving Agent agrees that any Term Loan Priority Collateral or Proceeds thereof or payment with respect thereto received by such a Revolving Loan Creditor as a result enforcement of an Enforcement Action (including any right of set-off) off or otherwise, because such amount was avoided or ordered to be paid or disgorged for any reason, including because it was found to be a fraudulent or preferential transfer, then the Obligations with respect to the Revolving Credit Facility shall be reinstated to the extent of such CollateralRecovery and deemed to be outstanding as if such payment had not occurred and the Revolving Credit Facility Termination Date, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to Term Loan Priority Collateralas applicable, shall be promptly transferred 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 paid over to otherwise affect the Term Loan Agent for obligations of the benefit parties hereto. Each of the Term Loan Creditors in the same form as received, with Lenders agrees that none of them shall be entitled to benefit from any necessary endorsements avoidance action affecting or assignments otherwise relating to any distribution or as a court of competent jurisdiction may otherwise direct, for application to the Term Loan Obligations and Revolving Loan Obligations allocation made in accordance with Section 4. Term Loan Agent is hereby authorized this Agreement, whether by preference or otherwise, it being understood and agreed that any benefit of such avoidance action otherwise allocable to make any such endorsements or assignments as agent them shall instead be allocated and turned over for the Revolving Loan Creditors. This authorization is coupled with an interest and is irrevocable. (d) Nothing in this Agreement shall prohibit the receipt by any Secured Creditor of the payments of interest and payments of principal required under the Documents (as in effect as of the date hereof or modified application in accordance with the terms of priorities set forth in this Agreement) so long as such receipt is not the direct or indirect result of an Enforcement Action against Collateral in contravention of this Agreement; provided, however, that Revolving Agent, on behalf of itself and the other Revolving Loan Creditors, hereby acknowledge and agree that (i) Revolving Loan Creditors shall not accept or retain a voluntary prepayment of the Revolving Loan Obligations that is made with the proceeds of Term Loan Priority Collateral that are required to be used to make a mandatory prepayment of the Term Loan Obligations in accordance with the terms of the Term Loan Credit Agreement (and Revolving Loan Creditors shall promptly remit such proceeds to the Term Loan Agent for application to the Term Loan Obligations) and (ii) Term Loan Creditors shall not accept or retain a voluntary prepayment of the Term Loan Obligations that is made with the proceeds of Revolving Loan Priority Collateral that are required to be used to make a mandatory prepayment (including payments required under Section 4.15(h) of the Revolving Loan Credit Agreement) of the Revolving Loan Obligations in accordance with the terms of the Revolving Loan Credit Agreement (and Term Loan Creditors shall promptly remit such proceeds to the Revolving Agent for application to the Revolving Loan Obligations), except to the extent the Revolving Loan Creditors shall have waived such mandatory prepayment in writing.