Common use of Certain Agreements with Respect to Unenforceable Liens Clause in Contracts

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency Proceeding a determination is made that any Lien held by a Senior Lender encumbering, or purporting to encumber, any Collateral is not valid or enforceable for any reason, or is avoided or avoidable under a Bankruptcy Law, then each Subordinated Debt Party agrees that, any distribution or recovery it may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall (for so long as the Discharge of Senior Indebtedness has not occurred) be segregated and held in trust and forthwith paid over to the Administrative Agent for the benefit of the Senior Lenders in the same form as received. Until the Discharge of Senior Indebtedness occurs, each Subordinated Debt Party hereby appoints the Administrative Agent, and any officer or agent of the Administrative Agent, with full power of substitution, the attorney-in-fact of each Subordinated Debt Party for the limited purpose of carrying out the provisions of this Section 3.4 and taking any action and executing any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 3.4, which appointment is irrevocable and coupled with an interest.