Common use of Turnover Clause in Contracts

Turnover. (a) Unless and until the Payment in Full of First Lien Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against the Debtor), any Collateral, or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 or the proviso in Section 3.6), received by Second Lien Creditor or any Second Lien Claimholder in violation of Section 4.1(a) above or Section 4.5 (i) in connection with an Enforcement Action with respect to the Collateral by Second Lien Creditor or any Second Lien Claimholder, or (ii) as a result of the collusion by Second Lien Creditor or any Second Lien Claimholder with the Debtor in violating the rights of First Lien Creditor or any other First Lien Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith paid over to First Lien Creditor for the benefit of the First Lien 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. First Lien Creditor is hereby authorized to make any such endorsements as agent for the Second Lien Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien Debt. (b) Unless and until the Payment in Full of First Lien Priority Debt has occurred and except as otherwise expressly provided in Section 2.1, if the Debtor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by Second Lien Creditor or any Second Lien Claimholder on account of their Second Lien Secured Claims in connection with such Insolvency Proceeding in violation of Section 4.1(a) above (unless such distribution is made under a confirmed plan of reorganization of the Debtor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to First Lien Creditor for the benefit of the First Lien 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. For the avoidance of doubt, except as otherwise expressly provided in Section 2.1, unless and until the Payment in Full of First Lien Priority Debt has occurred, the Second Lien Creditor shall be required to turnover to the First Lien Creditor and the First Lien Creditor shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1 any cash or non-cash distribution received by the Second Lien Claimholders in violation of Section 4.1(a) above on account of their Second Lien Secured Claims pursuant to a confirmed plan of reorganization of the Debtor (unless such distribution is made under a confirmed plan of reorganization of the Debtor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority Debt, but in any event, not including any payments on account of adequate protection received on account of the Second Lien Claims as permitted hereunder) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the First Lien Claimholders pays the First Lien Priority Debt in full. First Lien Creditor is hereby authorized to make any such endorsements as agent for the Second Lien Creditor or any such Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien Priority Debt.

Turnover. (a) Unless and until the Payment in Full of First Lien Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against the Debtor), any Collateral, or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 or the proviso in Section 3.6), received by a Second Lien Creditor or any Second Lien Claimholder in violation of Section 4.1(a) above or Section 4.5 (i) in connection with an Enforcement Action with respect to the Collateral by such Second Lien Creditor or any Second Lien Claimholder, or (ii) as a result of the collusion by such Second Lien Creditor or any Second Lien Claimholder with the Debtor in violating the rights of First Lien Creditor or any other First Lien Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith paid over to First Lien Creditor for the benefit of the First Lien 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. First Lien Creditor is hereby authorized to make any such endorsements as agent for the Second Lien Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien Debt. (b) Unless and until the Payment in Full of First Lien Priority Debt has occurred and except as otherwise expressly provided in Section 2.1, if the Debtor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by a Second Lien Creditor or any Second Lien Claimholder on account of their Second Lien Secured Claims in connection with such Insolvency Proceeding in violation of Section 4.1(a) above (unless such distribution is made under a confirmed plan of reorganization of the Debtor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to First Lien Creditor for the benefit of the First Lien 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. For the avoidance of doubt, except as otherwise expressly provided in Section 2.1, unless and until the Payment in Full of First Lien Priority Debt has occurred, the applicable Second Lien Creditor shall be required to turnover to the First Lien Creditor and the First Lien Creditor shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1 any cash or non-cash distribution received by the Second Lien Claimholders in violation of Section 4.1(a) above on account of their Second Lien Secured Claims pursuant to a confirmed plan of reorganization of the Debtor (unless such distribution is made under a confirmed plan of reorganization of the Debtor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority Debt, but in any event, not including any payments on account of adequate protection received on account of the Second Lien Claims as permitted hereunder) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the First Lien Claimholders pays the First Lien Priority Debt in full. First Lien Creditor is hereby authorized to make any such endorsements as agent for the Second Lien Creditor Creditors or any such Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien Priority Debt.

Turnover. (a) Unless and until the Payment in Full of First Lien ABL Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against the Debtorany ABL Grantor), any ABL Collateral, or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 or the proviso in Section 3.6), received by Second Lien Creditor Term Loan Agent or any Second Lien Term Loan Claimholder in violation of Section 4.1(a) above or Section 4.5 (i) in connection with an Enforcement Action with respect to the ABL Collateral by Second Lien Creditor Term Loan Agent or any Second Lien Term Loan Claimholder, or (ii) as a result of the collusion by Second Lien Creditor Term Loan Agent or any Second Lien Term Loan Claimholder with the Debtor any ABL Grantor in violating the rights of First Lien Creditor ABL Agent or any other First Lien ABL Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith promptly (and in no event later than three Business Days) paid over to First Lien Creditor ABL Agent for the benefit of the First Lien ABL 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. First Lien Creditor ABL Agent is hereby authorized to make any such endorsements as agent for the Second Lien Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien ABL Priority Debt. (b) Unless and until the Payment in Full of First Lien ABL Priority Debt has occurred and except as otherwise expressly provided in Section 2.1, Section 6.5 or Section 6.9, if the Debtor an ABL Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by Second Lien Creditor Term Loan Agent or any Second Lien Term Loan Claimholder on account of their Second Lien Term Loan Secured Claims solely in respect of the ABL Collateral in connection with such Insolvency Proceeding in violation of Section 4.1(a) above (unless such distribution is made under a confirmed plan of reorganization of the Debtor such ABL Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien ABL Claimholders or otherwise provides for the Payment in Full of First Lien ABL Priority Debt), then such distribution shall be segregated and held in trust and forthwith promptly (and in no event later than three Business Days) paid over to First Lien Creditor ABL Agent for the benefit of the First Lien ABL 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) abovedirect. For the avoidance of doubt, except as otherwise expressly provided in Section 2.1, unless and until the Payment in Full of First Lien ABL Priority Debt has occurred, the Second Lien Creditor Term Loan Agent shall be required to turnover to the First Lien Creditor ABL Agent and the First Lien Creditor ABL Agent shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1 any cash or non-cash distribution received by the Second Lien Term Loan Claimholders in violation of Section 4.1(a) above on account of their Second Lien Term Loan Secured Claims solely in respect of the ABL Collateral pursuant to a confirmed plan of reorganization of the Debtor an ABL Grantor (unless such distribution is made under a confirmed plan of reorganization of the Debtor such ABL Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien ABL Claimholders or otherwise provides for the Payment in Full of First Lien ABL Priority Debt, but in any event, not including any payments on account of adequate protection received on account of the Second Lien Claims as permitted hereunder) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the First Lien ABL Claimholders pays the First Lien ABL Priority Debt in full. First Lien Creditor ABL Agent is hereby authorized to make any such endorsements as agent for the Second Lien Creditor or any such Second Lien Claimholder. This Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien Priority ABL Debt. (c) Notwithstanding the foregoing, nothing in this Agreement shall prohibit (i) the receipt by the Term Loan Agent or any Term Loan Claimholder of the required payments of interest, principal (including scheduled amortization payments under the Term Loan Credit Agreement as in effect on the date hereof) and other amounts owed in respect of the Term Loan Priority Debt so long as such receipt is not (a) the direct or indirect result of the exercise by Term Loan Agent or any Term Loan Claimholder of rights or remedies as a secured creditor (including set-off) with respect to ABL Collateral or enforcement in contravention of this Agreement of any Lien on the ABL Collateral held by any of them or (b) as a result of any Term Loan Claimholder's collusion with any ABL Grantor in violating the rights of the ABL Claimholders (within the meaning of Section 9-332 of the UCC or any similar applicable law) with respect to ABL Collateral or (ii) the receipt by the ABL Agent or any ABL Claimholder of the required payments of interest, principal and other amounts owed in respect of the ABL Priority Debt so long as such receipt is not (a) the direct or indirect result of the exercise by the ABL Agent or any ABL Claimholder of rights or remedies as a secured creditor (including set-off) with respect to Term Loan Priority Collateral or enforcement in contravention of this Agreement of any Lien held by any of them or (b) as a result of any ABL Claimholder's collusion with any Term Loan Grantor in violating the rights of the Term Loan Claimholders (within the meaning of Section 9-332 of the UCC or any similar applicable law) with respect to Term Loan Priority Collateral.

Turnover. (a) Unless and until the Payment in Full of First Lien Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against the Debtorany Grantor), any Collateral, or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 or the proviso in Section 3.6), received by Second Lien Creditor Agent or any Second Lien Claimholder in violation of Section 4.1(a) above or Section 4.5 (i) in connection with an Enforcement Action with respect to the Collateral by Second Lien Creditor Agent or any Second Lien Claimholder, or (ii) as a result of the collusion by Second Lien Creditor Agent or any Second Lien Claimholder with the Debtor any Grantor in violating the rights of First Lien Creditor Agent or any other First Lien Claimholder (within the meaning of Section section 9-332 of the UCC), shall be segregated and held in trust and forthwith paid over to First Lien Creditor Agent subject to the terms hereof and the Pari Passu Intercreditor Agreement, for the benefit of the First Lien 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. First Lien Creditor Agent is hereby authorized to make any such endorsements as agent for the Second Lien Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien Debt. (b) Unless and until the Payment in Full of First Lien Priority Debt has occurred and except as otherwise expressly provided in Section 2.1, Section 6.5 or Section 6.9, if the Debtor a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by Second Lien Creditor Agent or any Second Lien Claimholder on account of their Second Lien Secured Claims in connection with such Insolvency Proceeding in violation of Section 4.1(a) above (unless such distribution is made under a confirmed plan of reorganization of the Debtor such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to First Lien Creditor Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct for application direct, subject to the First Lien Priority Debt in accordance with terms of the First Lien Account Agreement and Section 4.1(a) abovePari Passu Intercreditor Agreement. For the avoidance of doubt, except as otherwise expressly provided in Section 2.1, unless and until the Payment in Full of First Lien Priority Debt has occurred, the Second Lien Creditor Agent shall be required to turnover to the First Lien Creditor Agent and the First Lien Creditor Agent shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1 any cash or non-cash distribution received by the Second Lien Claimholders in violation of Section 4.1(a) above on account of their Second Lien Secured Claims pursuant to a confirmed plan of reorganization of the Debtor a Grantor (unless such distribution is made under a confirmed plan of reorganization of the Debtor such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority Debt, but in any event, not including any payments on account of adequate protection received on account of the Second Lien Claims as permitted hereunder) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the First Lien Claimholders pays the First Lien Priority Debt in full. First Lien Creditor Agent is hereby authorized to make any such endorsements as agent for the Second Lien Creditor or any such Second Lien Claimholder. This Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien Priority Debt.

Turnover. (a) Unless and until the Payment in Full of First Lien ABL Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against the Debtorany Grantor), any ABL Priority Collateral, or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 2.3(b) or the proviso in Section 3.63.7) or any insurance proceeds described in Section 5.2(a), received by Second Lien Creditor or any Second Lien Claimholder in violation of Section 4.1(a) above or Section 4.5 the Term Claimholders (i) in connection with an Enforcement Action with respect to the Collateral by Second Lien Creditor or any Second Lien Claimholder, of the Term Claimholders or (ii) as a result otherwise in violation of the collusion by Second Lien Creditor or any Second Lien Claimholder with the Debtor in violating the rights of First Lien Creditor or any other First Lien Claimholder (within the meaning of Section 9-332 of the UCC)this Agreement, shall be segregated and held in trust and forthwith paid over to First Lien Creditor the ABL Agent for the benefit of the First Lien ABL 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. First Lien Creditor is hereby authorized to make any such endorsements as agent for the Second Lien Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien Debt. (b) Unless and until the Payment in Full of First Lien ABL Priority Debt has occurred and except as otherwise expressly provided in Section 2.16.5 or Section 6.9, if the Debtor a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by Second Lien Creditor the Term Claimholders (or any Second Lien Claimholder of them) on account of their Second Lien Term Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding in violation of Section 4.1(a) above (unless such distribution is made under a confirmed plan of reorganization of the Debtor such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien ABL Claimholders or otherwise provides for the Payment in Full of First Lien ABL Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to First Lien Creditor the ABL Agent for the benefit of the First Lien ABL 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) abovedirect. For the avoidance of doubt, except as otherwise expressly provided in Section 2.1, unless and until the Payment in Full of First Lien ABL Priority Debt has occurred, the Second Lien Creditor Term Agent shall be required to turnover turn over to the First Lien Creditor ABL Agent and the First Lien Creditor ABL Agent shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1 4.1(a) and (b) any cash or non-cash distribution received by the Second Lien Term Claimholders in violation of Section 4.1(a) above on account of their Second Lien Term Secured Claims in respect of their interest in the ABL Priority Collateral pursuant to a confirmed plan of reorganization of the Debtor a Grantor (unless such distribution is made under a confirmed plan of reorganization of the Debtor such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien ABL Claimholders or otherwise provides for the Payment in Full of First Lien ABL Priority Debt, but in any event, not including any payments on account of adequate protection received on account of the Second Lien Claims as permitted hereunder) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the First Lien ABL Claimholders pays the First Lien Priority ABL Debt in full. First Lien Creditor The ABL Agent is hereby authorized to make any such endorsements as agent for the Second Lien Creditor or any such Second Lien Claimholder. This Term Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien ABL Priority Debt. (c) Unless and until the Payment in Full of Term Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor), any Term Priority Collateral, or proceeds thereof (including assets or proceeds subject to Liens referred to in Section 2.3(b) or the proviso in Section 3.7) or any insurance proceeds described in Section 5.2(b), received by any of the ABL Claimholders (i) in connection with an Enforcement Action with respect to the Collateral by any of the ABL Claimholders or (ii) otherwise in violation of this Agreement, shall be held in trust and forthwith paid over to the Term Agent for the benefit of the Term Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. (d) Unless and until the Payment in Full of Term Priority Debt has occurred, except as otherwise expressly provided in Section 6.5 or Section 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 Priority Collateral in connection with 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 all classes composed of the secured claims of the Term Claimholders or otherwise provides for the Payment in Full of Term Priority Debt), then - 36 - WEIL:\96331350\2\35899.0561 such distribution shall be held in trust and forthwith paid over to the Term Agent for the benefit of the Term Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. For the avoidance of doubt, unless and until the Payment in Full of Term Priority Debt has occurred, the ABL Agent shall be required to turn over to the Term Agent and the Term Agent shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1(c) and (d) any cash or non-cash distribution received by the ABL Claimholders on account of their ABL Secured Claims in respect of their interest in the Term Priority Collateral pursuant to a confirmed plan of reorganization of a Grantor (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the Term Claimholders or otherwise provides for the Payment in Full of Term Priority Debt) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the Term Claimholders pays the Term Debt in full. The Term Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Priority Debt. (e) Each Term Claimholder agrees that if, at any time, all or part of any payment with respect to any ABL Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to the 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 the ABL 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 ABL Debt. (f) Each ABL Claimholder agrees that if, at any time, all or part of any payment with respect to any Term Debt secured by any Term Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to the Term 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 the Term 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 Debt.

Turnover. (a) Unless and until the Payment in Full of First Lien Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against the Debtor)occurred, any Collateral, Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 or the proviso in Section 3.6, but excluding the Second Lien DIP Priority Account Collateral), received by Second Lien Creditor Agent or any Second Lien Claimholder in violation of Section 4.1(a) above or Section 4.5 (i) in connection with an Enforcement Action with respect to the Collateral (other than the Second Lien DIP Priority Account Collateral) by Second Lien Creditor Agent or any Second Lien Claimholder, or (ii) as a result of the collusion by Second Lien Creditor Agent or any Second Lien Claimholder with the Debtor any Grantor in violating the rights of First Lien Creditor Agent or any other First Lien Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith promptly (and in no event later than two Business Days) paid over to First Lien Creditor Agent for the benefit of the First Lien 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. First Lien Creditor Agent is hereby authorized to make any such endorsements as agent for the Second Lien Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien Priority Debt. (b) Unless and until the Payment in Full of First Lien Priority Debt has occurred and except as otherwise expressly provided in Section 2.1, if the Debtor (Section 3.3(e), Section 6.5 or any of its assets) is the subject of an Insolvency Proceeding and Section 6.9, if any distribution from the Collateral (other than the Second Lien DIP Priority Account Collateral) or on account of a Lien in the Collateral (other than the Second Lien DIP Priority Account Collateral) is received by Second Lien Creditor Agent or any Second Lien Claimholder on account of their Second Lien Secured Claims in connection with such any Insolvency Proceeding in violation of Section 4.1(a) above (unless such distribution is made under a confirmed plan of reorganization or other dispositive plan of the Debtor such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority Debt), then such distribution shall be segregated and held in trust and forthwith promptly (and in no event later than two Business Days) paid over to First Lien Creditor Agent for the benefit of the First Lien 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) abovedirect. For the avoidance of doubt, except as otherwise expressly provided in Section 2.1, unless and until the Payment in Full of First Lien Priority Debt has occurredoccurred and except as otherwise expressly provided in Section 2.1, Section 3.3(e), Section 6.5 or Section 6.9, the Second Lien Creditor Agent shall be required to turnover to the First Lien Creditor Agent and the First Lien Creditor Agent shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1 any cash or non-cash distribution received by the Second Lien Claimholders from the Collateral (other than the Second Lien DIP Priority Account Collateral) or on account of a Lien in violation of Section 4.1(athe Collateral (other than the Second Lien DIP Priority Account Collateral) above on account of their Second Lien Secured Claims pursuant to a confirmed plan of reorganization of the Debtor a Grantor (unless such distribution is made under a confirmed plan of reorganization or other dispositive plan of the Debtor such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority Debt). For purposes of this subsection, but the issue of whether the Payment in any eventFull of First Lien Priority Debt has occurred under a confirmed plan of reorganization or other dispositive plan shall be subject to a reasonable and good faith determination under the circumstances by the First Lien Agent, not including any payments on account of adequate protection received on account and shall be further subject to all rights and defenses of the Second Lien Claims as permitted hereunder) irrespective of whether such plan of reorganization (Agent or any Final Order in Second Lien Claimholder with respect thereof) purports to find that the distribution to the First Lien Claimholders pays the First Lien Priority Debt in fullthereto. First Lien Creditor Agent is hereby authorized to make any such endorsements as agent for the Second Lien Creditor or any such Second Lien Claimholder. This Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien Priority Debt. Notwithstanding the foregoing, nothing in this Agreement shall prohibit the receipt and retention by the Second Lien Agent or any Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Debt or any debt securities or obligations or equity securities or interests, in each case, described in Section 2.1, Section 3.3(e), or Section 6.9(a), so long as such receipt is not (a) the direct or indirect result of the exercise by Second Lien Agent or any Second Lien Claimholder of rights or remedies as a secured creditor (including set-off) with respect to Collateral (other than the Second Lien DIP Priority Account Collateral) or enforcement in contravention of this Agreement of any Lien on the Collateral held by any of them or (b) as a result of any Second Lien Claimholder's collusion with any Grantor in violating the rights of the First Lien Claimholders (within the meaning of Section 9-332 of the UCC or any similar applicable law) with respect to the Collateral (other than the Second Lien DIP Priority Account Collateral).

Turnover. (a) Unless and until the Payment in Full of First Lien Priority ABL Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against the Debtorany Grantor), any ABL Priority Collateral, or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 or the proviso in Section 3.63.7) or any insurance proceeds described in Section 5.2(a), received by Second Lien Creditor or any Second Lien Claimholder in violation of Section 4.1(a) above or Section 4.5 the Term Loan Claimholders (i) in connection with an Enforcement Action with respect to the Collateral by Second Lien Creditor or any Second Lien Claimholderof the Term Loan Claimholders, or (ii) as a result of the any collusion by Second Lien Creditor or any Second Lien Term Loan Claimholder with the Debtor any Grantor in violating the rights of First Lien Creditor or any other First Lien Claimholder the ABL Claimholders (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith paid over to First Lien Creditor ABL Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Debt. (b) Unless and until the Payment in Full of ABL Debt has occurred and except as otherwise expressly provided in Section 6.5 or Section 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 Claimholders (or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral in connection with 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 all classes composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Debt), then such distribution shall be segregated and held in trust and forthwith paid over to ABL Agent for the benefit of the First Lien ABL 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. First Lien Creditor is hereby authorized to make any such endorsements as agent for the Second Lien Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien Debt. (b) Unless and until the Payment in Full of First Lien Priority Debt has occurred and except as otherwise expressly provided in Section 2.1, if the Debtor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by Second Lien Creditor or any Second Lien Claimholder on account of their Second Lien Secured Claims in connection with such Insolvency Proceeding in violation of Section 4.1(a) above (unless such distribution is made under a confirmed plan of reorganization of the Debtor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to First Lien Creditor for the benefit of the First Lien 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. For the avoidance of doubt, except as otherwise expressly provided in Section 2.1, unless and until the Payment in Full of First Lien Priority ABL Debt has occurred, the Second Lien Creditor Term Loan Agent shall be required to turnover to the First Lien Creditor ABL Agent and the First Lien Creditor ABL Agent shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1 4.1(a) any cash or non-cash distribution received by the Second Lien Term Loan Claimholders in violation of Section 4.1(a) above on account of their Second Lien Term Loan Secured Claims in respect of their interest in the ABL Priority Collateral pursuant to a confirmed plan of reorganization of the Debtor a Grantor (unless such distribution is made under a confirmed plan of reorganization of the Debtor such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien ABL Claimholders or otherwise provides for the Payment in Full of First Lien Priority ABL Debt, but in any event, not including any payments on account of adequate protection received on account of the Second Lien Claims as permitted hereunder) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the First Lien ABL Claimholders pays the First Lien Priority ABL Debt in full. First Lien Creditor To the extent that the confirmed plan of reorganization does not specify whether the Term Loan Claimholders are receiving any particular distribution, in whole or in part, on account of the portion of their Term Loan Secured Claims that is in respect of the ABL Priority Collateral, such distribution shall be conclusively presumed to be on account of such portion of their Term Loan Secured Claims that is in respect of their interest in the Term Loan Priority Collateral. ABL Agent is hereby authorized to make any such endorsements as agent for the Second Lien Creditor or any such Second Lien Claimholder. This Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien Priority ABL Debt. (c) Unless and until the Payment in Full of Term Loan Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor), 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 or the proviso in Section 3.7), received by any of the ABL Claimholders (i) in connection with an Enforcement Action with respect to the Collateral by any of the ABL Claimholders, or (ii) as a result of any collusion by any ABL Claimholder with any Grantor in violating the rights of Term Loan Agent or any of the Term Loan Claimholders (within the meaning of Section 9-332 of the UCC), 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. (d) Unless and until the Payment in Full of Term Loan Debt has occurred and except as otherwise expressly provided in Section 6.5 or Section 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 is accepted by the requisite affirmative vote of all classes composed of the secured claims of the Term Loan Claimholders or otherwise provides for the Payment in Full of Term Loan Debt), then such distribution 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 the avoidance of doubt, unless and until the Payment in Full of Term Loan Debt has occurred, ABL Agent shall be required to turnover to Term Loan Agent and Term Loan Agent shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1(c) any cash or non-cash distribution received by the ABL Claimholders on account of their ABL Secured Claims in respect of their interest in the Term Loan Priority Collateral pursuant to a confirmed plan of reorganization of a Grantor (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Debt) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the Term Loan Claimholders pays the Term Loan Debt in full. To the extent that the confirmed plan of reorganization does not specify whether the ABL Claimholders are receiving any particular distribution, in whole or in part, on account of the portion of their ABL Secured Claims that is in respect of the Term Loan Priority Collateral, such distribution shall be conclusively presumed to be on account of such portion of their ABL Secured Claims that is in respect of their interest in the ABL Priority Collateral. Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of Term Loan Debt. (e) If, at any time, all or part of any payment with respect to any ABL Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, (i) Term Loan Agent agrees that it will upon request promptly pay over to ABL Agent any payment received and then held 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, (ii) each other Term Loan Claimholder shall be obligated, upon request, to promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and to promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and (iii) 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 ABL Debt. (f) If, at any time, all or part of any payment with respect to any Term Loan Debt secured by any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, (i) ABL Agent agrees that it will upon request promptly pay over to Term Loan Agent any payment received and then held by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, (ii) each other ABL Claimholder shall be obligated, upon request, to promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and to promptly turn any such Term Loan Priority Collateral then held by it over to Term Loan Agent, and (iii) 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 Debt.

Turnover. (a) Unless and until the Payment in Full earlier of First Lien Priority Debt Discharge of ABL Obligations or the Discharge of Notes Obligations has occurred (irrespective of occurred, whether or not any Insolvency Proceeding has been commenced by or against the Debtor)any Grantor, except as otherwise provided in Section 3.5, (a) any ABL Priority Collateral, or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 2.3) or the proviso any insurance proceeds described in Section 3.6), 5.2(a) received by Second Lien Creditor Notes Agent or any Second Lien Claimholder in violation of Section 4.1(a) above or Section 4.5 (i) in connection with an Enforcement Action with respect to the Collateral by Second Lien Creditor or any Second Lien other Notes Claimholder, pursuant to any Notes Document or (ii) by the exercise of any rights available to it under applicable law or in any Insolvency Proceeding pursuant to any Exercise of Secured Creditor Remedies or through any other exercise of remedies, after Notes Agent or such other Notes Claimholder obtains actual knowledge or notice from ABL Agent that it has possession of such ABL Priority Collateral and/or such proceeds or as a result of the collusion by Second Lien Creditor Notes Agent’s or any Second Lien Claimholder other Notes Claimholder’s collusion with the Debtor any Grantor in violating the rights of First Lien Creditor ABL Agent or any other First Lien ABL Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to First Lien Creditor ABL Agent for the benefit of the First Lien ABL 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. First Lien Creditor is hereby authorized to make any such endorsements as agent for the Second Lien Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien Debt. (b) Unless and until any Notes Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the Payment in Full final sentence of First Lien Priority Debt has occurred and except as otherwise expressly provided Section 2.3) or any insurance proceeds described in Section 2.1, if the Debtor (5.2(b) received by ABL Agent or any other ABL Claimholder, pursuant to any ABL Loan Document or by the exercise of its assets) is the subject of an any rights available to it under applicable law or in any Insolvency Proceeding and if pursuant to any distribution is received by Second Lien Exercise of Secured Creditor Remedies or through any other exercise of remedies, after ABL Agent or such other ABL Claimholder obtains actual knowledge or notice from Notes Agent that it has possession of such Notes Priority Collateral and/or such proceeds or as a result of ABL Agent’s or any Second Lien other ABL Claimholder’s collusion with any Grantor in violating the rights of Notes Agent or any other Notes Claimholder on account of their Second Lien Secured Claims in connection with such Insolvency Proceeding in violation (within the meaning of Section 4.1(a) above (unless such distribution is made under a confirmed plan of reorganization 9-332 of the Debtor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority DebtUCC), then such distribution shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to First Lien Creditor Notes Agent for the benefit of the First Lien Notes 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. For the avoidance of doubtdirect; provided, except as otherwise expressly provided in Section 2.1, unless and until the Payment in Full of First Lien Priority Debt has occurred, the Second Lien Creditor shall be required to turnover to the First Lien Creditor and the First Lien Creditor shall be entitled to apply (orhowever, in the case of non-cash any proceeds of Notes Priority Collateral received by ABL Agent or any other ABL 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 ABL Agent specifying the amount and source of such proceeds, hold) in accordance with Section 4.1 neither ABL Agent nor any cash or non-cash distribution received by the Second Lien Claimholders in violation other ABL Claimholder shall have any obligation to pay over any proceeds of Section 4.1(a) above on account such Disposition to Notes Agent. Each of their Second Lien Secured Claims pursuant to a confirmed plan of reorganization of the Debtor (unless such distribution is made under a confirmed plan of reorganization of the Debtor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority Debt, but in any event, not including any payments on account of adequate protection received on account of the Second Lien Claims as permitted hereunder) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the First Lien Claimholders pays the First Lien Priority Debt in full. First Lien Creditor Notes Agent and ABL Agent is hereby authorized to make any such endorsements as agent for the Second Lien Creditor other or any such Second Lien ClaimholderClaimholders. This authorization is coupled with an interest and is irrevocable until the Payment earlier of the Discharge of ABL Obligations or the Discharge of Notes Obligations. Notes Agent for itself and each other Notes Claimholder agrees that if, at any time, all or any part of any payment with respect to any ABL Obligations secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will promptly pay over to ABL Agent any payment received by it in Full respect of First Lien any such ABL Priority DebtCollateral 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 been made, until the payment and satisfaction in full of such ABL Obligations. ABL Agent for itself and each other ABL Claimholder agrees that if, at any time, all or any part of any payment with respect to any Notes Obligations secured by any Notes Priority Collateral previously made shall be rescinded for any reason whatsoever, it will promptly pay over to Notes 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 Notes 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 Notes Obligations.

Turnover. (a) Unless and until the Payment in Full earlier of First Lien Priority Debt Discharge of ABL Obligations or the Discharge of Notes Obligations has occurred (irrespective of occurred, whether or not any Insolvency Proceeding has been commenced by or against the Debtor)any Grantor, except as otherwise provided in Section 3.5, (a) any ABL Priority Collateral, or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 2.3) or the proviso any insurance proceeds described in Section 3.6), 5.2(a) received by Second Lien Creditor Notes Agent or any Second Lien Claimholder in violation of Section 4.1(a) above or Section 4.5 (i) in connection with an Enforcement Action with respect to the Collateral by Second Lien Creditor or any Second Lien other Notes Claimholder, pursuant to any Notes Document or (ii) by the exercise of any rights available to it under applicable law or in any Insolvency Proceeding pursuant to any Exercise of Secured Creditor Remedies or through any other exercise of remedies, after Notes Agent or such other Notes Claimholder obtains actual knowledge or notice from ABL Agent that it has possession of such ABL Priority Collateral and/or such proceeds or as a result of the collusion by Second Lien Creditor Notes Agent’s or any Second Lien Claimholder other Notes Claimholder’s collusion with the Debtor any Grantor in violating the rights of First Lien Creditor ABL Agent or any other First Lien ABL Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to First Lien Creditor ABL Agent for the benefit of the First Lien ABL 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. First Lien Creditor is hereby authorized to make any such endorsements as agent for the Second Lien Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien Debt. (b) Unless and until any Notes Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the Payment in Full final sentence of First Lien Priority Debt has occurred and except as otherwise expressly provided Section 2.3) or any insurance proceeds described in Section 2.1, if the Debtor (5.2(b) received by ABL Agent or any other ABL Claimholder, pursuant to any ABL Loan Document or by the exercise of its assets) is the subject of an any rights available to it under applicable law or in any Insolvency Proceeding and if pursuant to any distribution is received by Second Lien Exercise of Secured Creditor Remedies or through any other exercise of remedies, after ABL Agent or such other ABL Claimholder obtains actual knowledge or notice from Notes Agent that it has possession of such Notes Priority Collateral and/or such proceeds or as a result of ABL Agent’s or any Second Lien other ABL Claimholder’s collusion with any Grantor in violating the rights of Notes Agent or any other Notes Claimholder on account of their Second Lien Secured Claims in connection with such Insolvency Proceeding in violation (within the meaning of Section 4.1(a) above (unless such distribution is made under a confirmed plan of reorganization 9-332 of the Debtor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority DebtUCC), then such distribution shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to First Lien Creditor Notes Agent for the benefit of the First Lien Notes 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. For the avoidance of doubtdirect; provided, except as otherwise expressly provided in Section 2.1, unless and until the Payment in Full of First Lien Priority Debt has occurred, the Second Lien Creditor shall be required to turnover to the First Lien Creditor and the First Lien Creditor shall be entitled to apply (orhowever, in the case of non-cash any proceeds of Notes Priority Collateral received by ABL Agent or any other ABL 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 ABL Agent specifying the amount and source of such proceeds, hold) in accordance with Section 4.1 neither ABL Agent nor any cash or non-cash distribution received by the Second Lien Claimholders in violation other ABL Claimholder shall have any obligation to pay over any proceeds of Section 4.1(a) above on account such Disposition to Notes Agent. Each of their Second Lien Secured Claims pursuant to a confirmed plan of reorganization of the Debtor (unless such distribution is made under a confirmed plan of reorganization of the Debtor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority Debt, but in any event, not including any payments on account of adequate protection received on account of the Second Lien Claims as permitted hereunder) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the First Lien Claimholders pays the First Lien Priority Debt in full. First Lien Creditor Notes Agent and ABL Agent is hereby authorized to make any such endorsements as agent for the Second Lien Creditor other or any such Second Lien ClaimholderClaimholders. This authorization is coupled with an interest and is irrevocable until the Payment earlier of the Discharge of ABL Obligations or the Discharge of Notes Obligations. Notes Agent for itself and each other Notes Claimholder agrees that if, at any time, all or any part of any payment with respect to any ABL Obligations secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, to the extent still within its possession, it will promptly pay over to ABL Agent any payment received by it in Full respect of First Lien any such ABL Priority DebtCollateral 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 been made, until the payment and satisfaction in full of such ABL Obligations. ABL Agent for itself and each other ABL Claimholder agrees that if, at any time, all or any part of any payment with respect to any Notes Obligations secured by any Notes Priority Collateral previously made shall be rescinded for any reason whatsoever, and notwithstanding the fact that ABL Obligations under the ABL Credit Agreement are not secured by Notes Priority Collateral, it will promptly pay over to Notes 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 Notes 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 Notes Obligations.

Turnover. (a) Unless and until the Payment in Full Discharge of First Lien Revolver Priority Debt Obligations has occurred (irrespective of occurred, whether or not any Insolvency Proceeding has been commenced by or against the Debtor)any Grantor, except as otherwise provided in Section 3.4, any Collateral, Revolver Priority Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 or the proviso in Section 3.6), ) received by Second Lien Creditor Term Loan Agent or any Second Lien Term Loan Claimholder in violation of Section 4.1(a) above or Section 4.5 (ia) in connection with an Enforcement Action the Exercise of Secured Creditor Remedies with respect to the Revolver Priority Collateral by Second Lien Creditor Term Loan Agent or any Second Lien Term Loan Claimholder, or (iib) as a result of the collusion by Second Lien Creditor Term Loan Agent’s or any Second Lien Claimholder Term Loan Claimholder’s collusion with the Debtor any Grantor in violating the rights of First Lien Creditor Revolver Agent or any other First Lien Revolver Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith paid over to First Lien Creditor Revolver Agent for the benefit of the First Lien Revolver 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 First Lien Priority Debt Revolver Obligations and the Term Loan Obligations in accordance with the First Lien Account Agreement and Section 4.1(a) above4.1. First Lien Creditor Revolver Agent is hereby authorized to make any such endorsements as agent for the Second Lien Claimholders and this Term Loan Agent or any such Term Loan Claimholders. This authorization is coupled with an interest and is irrevocable until the Payment in Full Discharge of First Lien DebtRevolver Priority Obligations. (b) Unless and until the Payment in Full Discharge of First Lien Priority Debt Term Loan Priority. Obligations has occurred and occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, except as otherwise expressly provided in Section 2.13.4, if any Term Loan Priority Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the Debtor (final sentence of Section 2.3 or the proviso in Section 3.6) received by Revolver Agent or any of its assetsRevolver Claimholder (a) is the subject of an Insolvency Proceeding and if any distribution is received by Second Lien Creditor or any Second Lien Claimholder on account of their Second Lien Secured Claims in connection with such Insolvency Proceeding the Exercise of Secured Creditor Remedies with respect to the Term Loan Priority Collateral by Revolver Agent or any Revolver Claimholder, or (b) as a result of Revolver Agent’s or any Revolver Claimholder’s collusion with any Grantor in violation violating the rights of Term Loan Agent or any Term Loan Claimholder (within the meaning of Section 4.1(a) above (unless such distribution is made under a confirmed plan of reorganization 9-332 of the Debtor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority DebtUCC), then such distribution shall be segregated and held in trust and forthwith paid over to First Lien Creditor Term Loan Agent for the benefit of the First Lien Term Loan Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct direct, for application to the First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. For the avoidance of doubt, except as otherwise expressly provided in Section 2.1, unless and until the Payment in Full of First Lien Priority Debt has occurred, the Second Lien Creditor shall be required to turnover to the First Lien Creditor Revolver Obligations and the First Lien Creditor shall be entitled to apply (or, in the case of non-cash proceeds, hold) Term Loan Obligations in accordance with Section 4.1 any cash or non-cash distribution received by the Second Lien Claimholders in violation of Section 4.1(a) above on account of their Second Lien Secured Claims pursuant to a confirmed plan of reorganization of the Debtor (unless such distribution is made under a confirmed plan of reorganization of the Debtor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority Debt, but in any event, not including any payments on account of adequate protection received on account of the Second Lien Claims as permitted hereunder) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the First Lien Claimholders pays the First Lien Priority Debt in full4.1. First Lien Creditor Term Loan Agent is hereby authorized to make any such endorsements as agent for the Second Lien Creditor Revolver Agent or any such Second Lien ClaimholderRevolver Claimholders. This authorization is coupled with an interest and is irrevocable until the Payment in Full Discharge of First Lien Term Loan Priority DebtObligations.

Turnover. (a) Unless and until the Payment in Full of First Lien Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against the Debtorany Grantor), any Collateral, or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 or the proviso in Section 3.6), received by Second Lien Creditor Agent or any Second Lien Claimholder in violation of Section 4.1(a) above or Section 4.5 (i) in connection with an Enforcement Action with respect to the Collateral by Second Lien Creditor Agent or any Second Lien Claimholder, or (ii) as a result of the collusion by Second Lien Creditor Agent or any Second Lien Claimholder with the Debtor any Grantor in violating the rights of First Lien Creditor Agent or any other First Lien Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith promptly (and in no event later than two Business Days) paid over to First Lien Creditor Agent for the benefit of the First Lien 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. First Lien Creditor Agent is hereby authorized to make any such endorsements as agent for the Second Lien Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien Priority Debt. (b) Unless and until the Payment in Full of First Lien Priority Debt has occurred and except as otherwise expressly provided in Section 2.1, Section 6.5 or Section 6.9, if the Debtor a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution from the Collateral or on account of a Lien in the Collateral is received by Second Lien Creditor Agent or any Second Lien Claimholder on account of their Second Lien Secured Claims in connection with such Insolvency Proceeding in violation of Section 4.1(a) above (unless such distribution is made under a confirmed plan of reorganization or other dispositive plan of the Debtor such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders under Section 1126(c) of the Bankruptcy Code or otherwise provides for the Payment in Full of First Lien Priority Debt), then such distribution shall be segregated and held in trust and forthwith promptly (and in no event later than two Business Days) paid over to First Lien Creditor Agent for the benefit of the First Lien 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) abovedirect. For the avoidance of doubt, except as otherwise expressly provided in Section 2.1, unless and until the Payment in Full of First Lien Priority Debt has occurred, the Second Lien Creditor Agent shall be required to turnover to the First Lien Creditor Agent and the First Lien Creditor Agent shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1 any cash or non-cash distribution received by the Second Lien Claimholders from the Collateral or on account of a Lien in violation of Section 4.1(a) above the Collateral on account of their Second Lien Secured Claims pursuant to a confirmed plan of reorganization of the Debtor a Grantor (unless such distribution is made under a confirmed plan of reorganization or other dispositive plan of the Debtor such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders under Section 1126(c) of the Bankruptcy Code or otherwise provides for the Payment in Full of First Lien Priority Debt). For purposes of this subsection, but the issue of whether the Payment in any eventFull of First Lien Priority Debt has occurred under a confirmed plan of reorganization or other dispositive plan shall be subject to a reasonable and good faith determination under the circumstances by the First Lien Agent, not including any payments on account of adequate protection received on account and shall be further subject to all rights and defenses of the Second Lien Claims as permitted hereunder) irrespective of whether such plan of reorganization (Agent or any Final Order in Second Lien Claimholder with respect thereof) purports to find that the distribution to the First Lien Claimholders pays the First Lien Priority Debt in fullthereto. First Lien Creditor Agent is hereby authorized to make any such endorsements as agent for the Second Lien Creditor or any such Second Lien Claimholder. This Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien Priority Debt. Notwithstanding the foregoing, nothing in this Agreement shall prohibit the receipt by the Second Lien Agent or any Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Debt so long as such receipt is not (a) the direct or indirect result of the exercise by Second Lien Agent or any Second Lien Claimholder of rights or remedies as a secured creditor (including set-off) with respect to Collateral or enforcement in contravention of this Agreement of any Lien on the Collateral held by any of them or (b) as a result of any Second Lien Claimholder's collusion with any Grantor in violating the rights of the First Lien Claimholders (within the meaning of Section 9-332 of the UCC or any similar applicable law) with respect to the Collateral.

Turnover. (a) Unless and until the Payment in Full of First Lien ABL Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against the Debtorany Grantor), any ABL Priority Collateral, or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 2.3(b) or the proviso in Section 3.63.7) or any insurance proceeds described in Section 5.2(a), received by Second Lien Creditor or any Second Lien Claimholder in violation of Section 4.1(a) above or Section 4.5 the Term Claimholders (i) in connection with an Enforcement Action with respect to the Collateral by Second Lien Creditor or any Second Lien Claimholder, of the Term Claimholders or (ii) as a result otherwise in violation of the collusion by Second Lien Creditor or any Second Lien Claimholder with the Debtor in violating the rights of First Lien Creditor or any other First Lien Claimholder (within the meaning of Section 9-332 of the UCC)this Agreement, shall be segregated and held in trust and forthwith paid over to First Lien Creditor the ABL Agent for the benefit of the First Lien ABL 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. First Lien Creditor is hereby authorized to make any such endorsements as agent for the Second Lien Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien Debt. (b) Unless and until the Payment in Full of First Lien ABL Priority Debt has occurred and except as otherwise expressly provided in Section 2.16.5 or Section 6.9, if the Debtor a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by Second Lien Creditor the Term Claimholders (or any Second Lien Claimholder of them) on account of their Second Lien Term Secured Claims in respect of their interest in the ABL Priority Collateral in connection with such Insolvency Proceeding in violation of Section 4.1(a) above (unless such distribution is made under a confirmed plan of reorganization of the Debtor such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien ABL Claimholders or otherwise provides for the Payment in Full of First Lien ABL Priority Debt), then such distribution shall be segregated and held in trust and forthwith paid over to First Lien Creditor the ABL Agent for the benefit of the First Lien ABL 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) abovedirect. For the avoidance of doubt, except as otherwise expressly provided in Section 2.1, unless and until the Payment in Full of First Lien ABL Priority Debt has occurred, the Second Lien Creditor Term Agent shall be required to turnover turn over to the First Lien Creditor ABL Agent and the First Lien Creditor ABL Agent shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1 4.1(a) and (b) any cash or non-cash distribution received by the Second Lien Term Claimholders in violation of Section 4.1(a) above on account of their Second Lien Term Secured Claims pursuant in respect of their interest in the ABL (c) Unless and until the Payment in Full of Term Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against any Grantor), any Term Priority Collateral, or proceeds thereof (including assets or proceeds subject to a confirmed plan of reorganization Liens referred to in Section 2.3(b) or the proviso in Section 3.7) or any insurance proceeds described in Section 5.2(b), received by any of the Debtor ABL Claimholders (i) in connection with an Enforcement Action with respect to the Collateral by any of the ABL Claimholders or (ii) otherwise in violation of this Agreement, shall be held in trust and forthwith paid over to the Term Agent for the benefit of the Term Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. (d) Unless and until the Payment in Full of Term Priority Debt has occurred, except as otherwise expressly provided in Section 6.5 or Section 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 Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of the Debtor such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Term Claimholders or otherwise provides for the Payment in Full of First Lien Term Priority Debt), but then such distribution shall be held in trust and forthwith paid over to the Term Agent for the benefit of the Term Claimholders in the same form as received, with any eventnecessary endorsements or as a court of competent jurisdiction may otherwise direct. For the avoidance of doubt, not including unless and until the Payment in Full of Term Priority Debt has occurred, the ABL Agent shall be required to turn over to the Term Agent and the Term Agent shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1(c) and (d) any payments cash or non-cash distribution received by the ABL Claimholders on account of adequate protection received on account their ABL Secured Claims in respect of their interest in the Term Priority Collateral pursuant to a confirmed plan of reorganization of a Grantor (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of all classes composed of the Second Lien Claims as permitted hereundersecured claims of the Term Claimholders or otherwise provides for the Payment in Full of Term Priority Debt) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the First Lien Term Claimholders pays the First Lien Priority Term Debt in full. First Lien Creditor The Term Agent is hereby authorized (without obligation) to make any such endorsements as agent for the Second Lien Creditor or any such Second Lien Claimholder. This ABL Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien Term Priority Debt. (e) Each Term Claimholder agrees that if, at any time, all or part of any payment with respect to any ABL Debt secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to the 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 the ABL 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 ABL Debt.

Turnover. (a) Unless and until the Payment in Full earlier of First Lien Priority Debt Discharge of ABL Obligations or the Discharge of Notes Obligations has occurred (irrespective of occurred, whether or not any Insolvency Proceeding has been commenced by or against the Debtor)any Grantor, except as otherwise provided in Section 3.5, (a) any ABL Priority Collateral, or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 2.3) or the proviso any insurance proceeds described in Section 3.6), 5.2(a) received by Second Lien Creditor Notes Agent or any Second Lien Claimholder in violation of Section 4.1(a) above or Section 4.5 (i) in connection with an Enforcement Action with respect to the Collateral by Second Lien Creditor or any Second Lien other Notes Claimholder, pursuant to any Notes Document or (ii) by the exercise of any rights available to it under applicable law or in any Insolvency Proceeding pursuant to any Exercise of Secured Creditor Remedies or through any other exercise of remedies, after Notes Agent or such other Notes Claimholder obtains actual knowledge or notice from ABL Agent that it has possession of such ABL Priority Collateral and/or such proceeds or as a result of the collusion by Second Lien Creditor Notes Agent’s or any Second Lien Claimholder other Notes Claimholder’s collusion with the Debtor any Grantor in violating the rights of First Lien Creditor ABL Agent or any other First Lien ABL Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to First Lien Creditor ABL Agent for the benefit of the First Lien ABL 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. First Lien Creditor is hereby authorized to make any such endorsements as agent for the Second Lien Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien Debt. (b) Unless and until any Notes Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the Payment in Full final sentence of First Lien Priority Debt has occurred and except as otherwise expressly provided Section 2.3) or any insurance proceeds described in Section 2.1, if the Debtor (5.2(b) received by ABL Agent or any other ABL Claimholder, pursuant to any ABL Loan Document or by the exercise of its assets) is the subject of an any rights available to it under applicable law or in any Insolvency Proceeding and if pursuant to any distribution is received by Second Lien Exercise of Secured Creditor Remedies or through any other exercise of remedies, after ABL Agent or such other ABL Claimholder obtains actual knowledge or notice from Notes Agent that it has possession of such Notes Priority Collateral and/or such proceeds or as a result of ABL Agent’s or any Second Lien other ABL Claimholder’s collusion with any Grantor in violating the rights of Notes Agent or any other Notes Claimholder on account of their Second Lien Secured Claims in connection with such Insolvency Proceeding in violation (within the meaning of Section 4.1(a) above (unless such distribution is made under a confirmed plan of reorganization 9-332 of the Debtor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority DebtUCC), then such distribution shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to First Lien Creditor Notes Agent for the benefit of the First Lien Notes 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 First Lien Priority Debt in accordance with the First Lien Account Agreement direct. Each of Notes Agent and Section 4.1(a) above. For the avoidance of doubt, except as otherwise expressly provided in Section 2.1, unless and until the Payment in Full of First Lien Priority Debt has occurred, the Second Lien Creditor shall be required to turnover to the First Lien Creditor and the First Lien Creditor shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1 any cash or non-cash distribution received by the Second Lien Claimholders in violation of Section 4.1(a) above on account of their Second Lien Secured Claims pursuant to a confirmed plan of reorganization of the Debtor (unless such distribution is made under a confirmed plan of reorganization of the Debtor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien Claimholders or otherwise provides for the Payment in Full of First Lien Priority Debt, but in any event, not including any payments on account of adequate protection received on account of the Second Lien Claims as permitted hereunder) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the First Lien Claimholders pays the First Lien Priority Debt in full. First Lien Creditor ABL Agent is hereby authorized to make any such endorsements as agent for the Second Lien Creditor other or any such Second Lien ClaimholderClaimholders. This authorization is coupled with an interest and is irrevocable until the Payment earlier of the Discharge of ABL Obligations or the Discharge of Notes Obligations. Notes Agent for itself and each other Notes Claimholder agrees that if, at any time, all or any part of any payment with respect to any ABL Obligations secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, to the extent still within its possession, it will promptly pay over to ABL Agent any payment received by it in Full respect of First Lien any such ABL Priority DebtCollateral 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 been made, until the payment and satisfaction in full of such ABL Obligations. ABL Agent for itself and each other ABL Claimholder agrees that if, at any time, all or any part of any payment with respect to any Notes Obligations secured by any Notes Priority Collateral previously made shall be rescinded for any reason whatsoever, and notwithstanding the fact that ABL Obligations under the ABL Credit Agreement are not secured by Notes Priority Collateral, it will promptly pay over to Notes 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 Notes 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 Notes Obligations.

Turnover. (a) Unless and until the Payment in Full of First Lien ABL Priority Debt has occurred (irrespective of whether any Insolvency Proceeding has been commenced by or against the Debtorany ABL Grantor), any ABL Collateral, or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 or the proviso in Section 3.6), received by Second Lien Creditor Term Loan Agent or any Second Lien Term Loan Claimholder in violation of Section 4.1(a) above or Section 4.5 (i) in connection with an Enforcement Action with respect to the ABL Collateral by Second Lien Creditor Term Loan Agent or any Second Lien Term Loan Claimholder, or (ii) as a result of the collusion by Second Lien Creditor Term Loan Agent or any Second Lien Term Loan Claimholder with the Debtor any ABL Grantor in violating the rights of First Lien Creditor ABL Agent or any other First Lien ABL Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith promptly (and in no event later than three Business Days) paid over to First Lien Creditor ABL Agent for the benefit of the First Lien ABL 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) above. First Lien Creditor ABL Agent is hereby authorized to make any such endorsements as agent for the Second Lien Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien ABL Priority Debt. (b) Unless and until the Payment in Full of First Lien ABL Priority Debt has occurred and except as otherwise expressly provided in Section 2.1, Section 6.5 or Section 6.9, if the Debtor an ABL Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received by Second Lien Creditor Term Loan Agent or any Second Lien Term Loan Claimholder on account of their Second Lien Term Loan Secured Claims solely in respect of the ABL Collateral in connection with such Insolvency Proceeding in violation of Section 4.1(a) above (unless such distribution is made under a confirmed plan of reorganization of the Debtor such ABL Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien ABL Claimholders or otherwise provides for the Payment in Full of First Lien ABL Priority Debt), then such distribution shall be segregated and held in trust and forthwith promptly (and in no event later than three Business Days) paid over to First Lien Creditor ABL Agent for the benefit of the First Lien ABL 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 First Lien Priority Debt in accordance with the First Lien Account Agreement and Section 4.1(a) abovedirect. For the avoidance of doubt, except as otherwise expressly provided in Section 2.1, unless and until the Payment in Full of First Lien ABL Priority Debt has occurred, the Second Lien Creditor Term Loan Agent shall be required to turnover to the First Lien Creditor ABL Agent and the First Lien Creditor ABL Agent shall be entitled to apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1 any cash or non-cash distribution received by the Second Lien Term Loan Claimholders in violation of Section 4.1(a) above on account of their Second Lien Term Loan Secured Claims solely in respect of the ABL Collateral pursuant to a confirmed plan of reorganization of the Debtor an ABL Grantor (unless such distribution is made under a confirmed plan of reorganization of the Debtor such ABL Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the First Lien ABL Claimholders or otherwise provides for the Payment in Full of First Lien ABL Priority Debt, but in any event, not including any payments on account of adequate protection received on account of the Second Lien Claims as permitted hereunder) irrespective of whether such plan of reorganization (or any Final Order in respect thereof) purports to find that the distribution to the First Lien ABL Claimholders pays the First Lien ABL Priority Debt in full. First Lien Creditor ABL Agent is hereby authorized to make any such endorsements as agent for the Second Lien Creditor or any such Second Lien Claimholder. This Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of First Lien ABL Priority Debt. (c) Notwithstanding the foregoing, nothing in this Agreement shall prohibit (i) the receipt by the Term Loan Agent or any Term Loan Claimholder of the required payments of interest, principal (including scheduled amortization payments under the Term Loan Credit Agreement as in effect on the date hereof) and other amounts owed in respect of the Term Loan Priority Debt so long as such receipt is not (a) the direct or indirect result of the exercise by Term Loan Agent or any Term Loan Claimholder of rights or remedies as a secured creditor (including set-off) with respect to ABL Collateral or enforcement in contravention of this Agreement of any Lien on the ABL Collateral held by any of them or (b) as a result of any Term Loan Claimholder’s collusion with any ABL Grantor in violating the rights of the ABL Claimholders (within the meaning of Section 9-332 of the UCC or any similar applicable law) with respect to ABL Collateral or (ii) the receipt by the ABL Agent or any ABL Claimholder of the required payments of interest, principal and other amounts owed in respect of the ABL Priority Debt so long as such receipt is not (a) the direct or indirect result of the exercise by the ABL Agent or any ABL Claimholder of rights or remedies as a secured creditor (including set-off) with respect to Term Loan Priority Collateral or enforcement in contravention of this Agreement of any Lien held by any of them or (b) as a result of any ABL Claimholder’s collusion with any Term Loan Grantor in violating the rights of the Term Loan Claimholders (within the meaning of Section 9-332 of the UCC or any similar applicable law) with respect to Term Loan Priority Collateral.