Common use of Term Loan Priority Collateral Clause in Contracts

Term Loan Priority Collateral. (i) Prior to the Discharge of Term Loan Obligations, any Term Loan Priority Collateral or proceeds thereof including (x) whatever is recoverable or recovered when any Term Loan Priority Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily (including any additional or replacement Term Loan Priority Collateral provided during any Insolvency Proceeding and any payment or property received during an Insolvency Proceeding or otherwise) on account of, or from, Term Loan Priority Collateral, an interest in the Term Loan Priority Collateral or the value of any Term Loan Priority Collateral and (y) any distribution received in respect of any of the foregoing or in respect of any Lien on any Term Loan Priority Collateral or any “secured claim” within the meaning of section 506(a) of the Bankruptcy Code to the extent such claim is secured by Term Loan Priority Collateral, received by the ABL Agent, any ABL Secured Party, the Notes Agent, or any Notes Secured Party in connection with the Exercise of Any Secured Creditor Remedy relating to the Term Loan Priority Collateral or otherwise (including as a result of misdirected proceeds) shall be segregated and held in trust for the benefit of and forthwith paid over to the Term Loan Agent (and/or its designees) for the benefit of the Term Loan Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Agent, any such ABL Secured Party, the Notes Agent or any Notes Secured Party. This authorization is coupled with an interest and is irrevocable. (ii) On and after the occurrence of the Discharge of Term Loan Obligations, any Term Loan Priority Collateral or proceeds thereof including (x) whatever is recoverable or recovered when any Term Loan Priority Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily (including any additional or replacement Term Loan Priority Collateral provided during any Insolvency Proceeding and any payment or property received during an Insolvency Proceeding or otherwise) on account of, or from, Term Loan Priority Collateral, an interest in the Term Loan Priority Collateral or the value of any Term Loan Priority Collateral and (y) any distribution received in respect of any of the foregoing or in respect of any Lien on any Term Loan Priority Collateral or any “secured claim” within the meaning of section 506(a) of the Bankruptcy Code to the extent such claim is secured by Term Loan Priority Collateral, received by the Notes Agent, or any Notes Secured Party in connection with the Exercise of Any Secured Creditor Remedy relating to the Term Loan Priority Collateral or otherwise (including as a result of misdirected proceeds) shall be segregated and held in trust for the benefit of and forthwith paid over to the ABL Agent (and/or its designees) for the benefit of the ABL Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The ABL Agent is hereby authorized to make any such endorsements as agent for the Notes Agent or any Notes Secured Party. This authorization is coupled with an interest and is irrevocable.

Term Loan Priority Collateral. (i) Prior to Notwithstanding the Discharge of Term Loan Obligationsdate, any Term Loan Priority Collateral or proceeds thereof including (x) whatever is recoverable or recovered when any Term Loan Priority Collateral is soldtime, exchangedmethod, collectedmanner, or disposed oforder of grant, whether voluntarily or involuntarily (including any additional or replacement Term Loan Priority Collateral provided during any Insolvency Proceeding and any payment or property received during an Insolvency Proceeding or otherwise) on account ofattachment, or from, Term Loan Priority Collateral, an interest in the Term Loan Priority Collateral or the value perfection of any Term Loan Priority Collateral and (y) any distribution received in respect of any of the foregoing or in respect of any Lien on any Term Loan Priority Collateral or any “secured claim” within the meaning of section 506(a) of the Bankruptcy Code to the extent such claim is secured by Term Loan Priority Collateral, received by Liens securing the ABL Agent, any ABL Secured Party, the Notes Agent, or any Notes Secured Party in connection Obligations granted with the Exercise of Any Secured Creditor Remedy relating respect to the Term Loan Priority Collateral or otherwise (including as a result of misdirected proceeds) shall be segregated and held in trust for the benefit of and forthwith paid over to any Liens securing the Term Loan Agent (and/or its designees) for the benefit of the Term Loan Secured Parties in the same form as received, Obligations granted with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Term Loan Agent is hereby authorized to make any such endorsements as agent for the ABL Agent, any such ABL Secured Party, the Notes Agent or any Notes Secured Party. This authorization is coupled with an interest and is irrevocable. (ii) On and after the occurrence of the Discharge of Term Loan Obligations, any Term Loan Priority Collateral or proceeds thereof including (x) whatever is recoverable or recovered when any Term Loan Priority Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily (including any additional or replacement Term Loan Priority Collateral provided during any Insolvency Proceeding and any payment or property received during an Insolvency Proceeding or otherwise) on account of, or from, Term Loan Priority Collateral, an interest in the Term Loan Priority Collateral or the value of any Term Loan Priority Collateral and (y) any distribution received in respect of any of the foregoing or in respect of any Lien on any Term Loan Priority Collateral or any “secured claim” within the meaning of section 506(a) of the Bankruptcy Code to the extent such claim is secured by Term Loan Priority Collateral, received by the Notes Agent, or any Notes Secured Party in connection with the Exercise of Any Secured Creditor Remedy relating to the Term Loan Priority Collateral and notwithstanding any contrary provision of the UCC, the Bankruptcy Code, or otherwise any other applicable law or the ABL Documents or the Term Loan Documents (including as a result other than this Agreement) or any defect or deficiencies or alleged defect or deficiencies in, the Liens securing the Term Loan Obligations or the ABL Obligations or whether Term Lender or ABL Agent, directly or through agents, holds possession of, or has control over, all or any part of misdirected proceedsthe Collateral, or any other circumstance whatsoever, ABL Agent hereby agrees that: (i) shall be segregated and any Lien with respect to the Term Loan Priority Collateral securing any Term Loan Obligations now or hereafter held in trust by or on behalf of, or created for the benefit of of, Term Lender or any other Term Loan Creditor or any agent or trustee therefore shall be senior in all respects and forthwith paid over prior to any Lien with respect to the Term Loan Priority Collateral securing any ABL Agent Obligations; and (and/or its designeesii) any Lien with respect to the Term Loan Priority Collateral securing any ABL Obligations now or hereafter held by or on behalf of, or created for the benefit of the of, ABL Secured Parties in the same form as receivedAgent, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The ABL Agent is hereby authorized to make any such endorsements as agent for the Notes Agent Creditor or any Notes Secured Party. This authorization is coupled agent or trustee therefor shall be junior and subordinate in all respects to all Liens with an interest and is irrevocablerespect to the Term Loan Priority Collateral securing any Term Loan Obligations.