Common use of Payment Over Clause in Contracts

Payment Over. The Term Loan Agent, for itself and on behalf of each other Term Loan Secured Party, hereby agrees that if any Term Loan Secured Party shall obtain possession of any Shared Collateral or shall realize any Proceeds or payment in respect of any Shared Collateral, pursuant to any rights or remedies with respect to the Shared Collateral under any Term Loan Security Document or on account of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds or payment in trust for the Revolver Agent and the other Revolver Secured Parties and transfer such Shared Collateral, Proceeds or payment, as the case may be, to the Collateral Trustee as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Agent shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Agent upon receipt of such Shared Collateral, Proceeds or payment not permitted hereunder by any Term Loan Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, within five (5) days after receipt by the Collateral Trustee of such written notice, shall deliver such Shared Collateral, Proceeds or payment to the Revolver Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent or any other Term Loan Secured Party. The Term Loan Agent, for itself and on behalf of each other Term Loan Secured Party agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Obligations. All Term Loan Liens will remain attached to, and enforceable against all Proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything contained herein to the contrary notwithstanding, this Section 5.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Documents and as to which the possession or receipt thereof by the Term Loan Agent or any other Term Loan Secured Party is otherwise permitted by the Revolver Documents.

Payment Over. The Term Loan AgentWith respect to the Collateral and any proceeds thereof, for itself the Second Lien Representatives and on behalf of each other Term Loan Second Lien Secured Party, Party hereby agrees that if any Term Loan Secured Party it shall obtain possession of any Shared Collateral Collateral, or shall realize any Proceeds proceeds or payment in respect of any Shared such Collateral, whether pursuant to any rights Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, or remedies with respect to by the Shared Collateral under any Term Loan Security Document or on account exercise of any rights available to it (including any right of set-off) under applicable law any Requirements of Law or in any Insolvency Bankruptcy/Liquidation Proceeding or Liquidation Proceedingotherwise, to the extent permitted hereunderor shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, at any time prior to the Discharge of Revolver First Lien Secured Obligations secured, and when such possession or intended to be secured, receipt of proceeds or payment on Collateral is not expressly permitted by such Shared Collateralthe terms of this Agreement, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Agent and the other Revolver First Lien Secured Parties and forthwith transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee as promptly as practicable; provided that nothing herein shall limit Designated First Lien Representative for the rights benefit of the Term Loan First Lien Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Agent shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Agent upon receipt of such Shared Collateral, Proceeds or payment not permitted hereunder by any Term Loan Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, within five (5) days after receipt by the Collateral Trustee of such written notice, shall deliver such Shared Collateral, Proceeds or payment to the Revolver Agent in the same form as received, with any necessary endorsements, endorsements or as a court of competent jurisdiction may otherwise direct. The Revolver Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent or any other Term Loan Secured Party. The Term Loan Agent, for itself and Each Second Lien Representative on behalf of itself and each other Term Loan Second Lien Secured Party represented by it agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver the First Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, it will such Second Lien Secured Party shall promptly pay over to the Designated First Lien Representative any payment (including any payment received under any agreement subordinating any Liens on the First Lien Collateral Trustee for payment to the Revolver Agent any such Shared Collateral, Proceeds or payment not permitted hereunder Liens securing the Second Lien Secured Obligations) received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver First Lien Collateral and shall promptly turn any such Shared First Lien Collateral then held by it over to the Collateral Trustee for the Revolver AgentDesignated First Lien Representative, and the provisions set forth in this Agreement will shall be reinstated as if such payment had not been made, until the Discharge of Revolver the First Lien Secured Obligations. All Term Loan Liens will remain attached to, and enforceable against all Proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything contained herein to the contrary notwithstanding, this Section 5.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Documents and as to which the possession or receipt thereof by the Term Loan Agent or any other Term Loan Secured Party is otherwise permitted by the Revolver Documents.

Payment Over. The Term Loan New Senior Administrative Agent, for itself and on behalf of each other Term Loan New Senior Secured Party, hereby agrees that if any Term Loan New Senior Secured Party shall obtain possession of any Shared Collateral or shall realize any Proceeds or payment in respect of any Shared Collateral, pursuant to any rights or remedies with respect to the Shared Collateral under any Term Loan Security New Senior Credit Document or on account of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Existing Senior Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds or payment in trust for the Revolver Existing Senior Administrative Agent and the other Revolver Existing Senior Secured Parties and transfer such Shared Collateral, Proceeds or payment, as the case may be, to the Collateral Trustee Existing Senior Administrative Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan New Senior Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan New Senior Documents so long as such payment is not the result of any exercise of remedies by any Term Loan New Senior Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan New Senior Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan New Senior Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan New Senior Administrative Agent shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Existing Senior Administrative Agent upon receipt of such Shared Collateral, Proceeds or payment not permitted hereunder by any Term Loan New Senior Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Existing Senior Administrative Agent within five (5) days after receipt by the Collateral Trustee Existing Senior Administrative Agent of such written notice, shall deliver such Shared Collateral, Proceeds or payment to the Revolver Existing Senior Administrative Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Existing Senior Administrative Agent is hereby authorized to make any such endorsements as agent for the Term Loan New Senior Administrative Agent or any other Term Loan New Senior Secured Party. The Term Loan New Senior Administrative Agent, for itself and on behalf of each other Term Loan New Senior Secured Party agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Existing Senior Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Existing Senior Administrative Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Existing Senior Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Existing Senior Administrative Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Existing Senior Obligations. All Term Loan Priority Liens will remain attached to, to and enforceable against all Proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything contained herein to the contrary notwithstanding, this Section 5.05(b3.5(d) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Existing Senior Credit Documents and as to which the possession or receipt thereof by the Term Loan New Senior Administrative Agent or any other Term Loan New Senior Secured Party is otherwise permitted by the Revolver Existing Senior Credit Documents.

Payment Over. The Term Loan AgentWith respect to the Collateral and any proceeds thereof, for itself each Second Lien Representative and on behalf of each other Term Loan Second Lien Secured Party, Party hereby agrees that if any Term Loan Secured Party it shall obtain possession of any Shared Collateral Collateral, or shall realize any Proceeds proceeds or payment in respect of any Shared such Collateral, whether pursuant to any rights Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, or remedies with respect to by the Shared Collateral under any Term Loan Security Document or on account exercise of any rights available to it under applicable law any Requirements of Law or (except as otherwise provided in Section 2.07) in any Insolvency Bankruptcy/Liquidation Proceeding or Liquidation Proceedingotherwise, to the extent permitted hereunderor shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each case, at any time prior to the occurrence of the Discharge of Revolver First Lien Secured Obligations secured, and when such possession or intended to be secured, receipt of proceeds or payment on Collateral is not expressly permitted by such Shared Collateralthe terms of this Agreement, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Agent and the other Revolver First Lien Secured Parties and forthwith transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee as promptly as practicable; provided that nothing herein shall limit Designated First Lien Representative for the rights benefit of the Term Loan First Lien Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Agent shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Agent upon receipt of such Shared Collateral, Proceeds or payment not permitted hereunder by any Term Loan Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, within five (5) days after receipt by the Collateral Trustee of such written notice, shall deliver such Shared Collateral, Proceeds or payment to the Revolver Agent in the same form as received, with any necessary endorsements, endorsements or as a court of competent jurisdiction may otherwise direct. The Revolver Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent or any other Term Loan Secured Party. The Term Loan Agent, for itself and Each Second Lien Representative on behalf of itself and each other Term Loan Second Lien Secured Party represented by it agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver the First Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, it will such Second Lien Secured Party shall promptly pay over to the Designated First Lien Representative any payment (including any payment received under any agreement subordinating any Liens on the First Lien Collateral Trustee for payment to the Revolver Agent any such Shared Collateral, Proceeds or payment not permitted hereunder Liens securing the Second Lien Secured Obligations) received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver First Lien Collateral and shall promptly turn any such Shared First Lien Collateral then held by it over to the Collateral Trustee for the Revolver AgentDesignated First Lien Representative, and the provisions set forth in this Agreement will shall be reinstated as if such payment had not been made, until the Discharge of Revolver Obligations. All Term Loan Liens will remain attached to, and enforceable against all Proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything contained herein to the contrary notwithstanding, this Section 5.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Documents and as to which the possession or receipt thereof by the Term Loan Agent or any other Term Loan First Lien Secured Party is otherwise permitted by the Revolver DocumentsObligations occurs.

Payment Over. (i) The Term Loan Second Lien Collateral Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document Document, or on account by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Second Lien Collateral Agent shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared CollateralCollateral by any Second Lien Secured Party, Proceeds proceeds or payment not permitted hereunder by any Term Loan Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Second Lien Collateral Agent or any other Term Loan Second Lien Secured Party. The Term Loan Second Lien Collateral Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Second Lien Collateral Agent or any other Term Loan Second Lien Secured Party is otherwise permitted not prohibited by the Revolver Priority Lien Documents.

Payment Over. The Term Loan Agent(i) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party, and, subject to the provisions of Section 3.05(c)(ii), the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account Third Lien Security Document, as applicable, or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to to, in the case of (i) the Second Lien Collateral Trustee and the Second Lien Secured Parties the Discharge of Revolver Priority Lien Obligations and (ii) the Third Lien Collateral Trustee and the Third Lien Secured Parties the Complete Discharge of Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Agent Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared CollateralCollateral by any Second Lien Secured Party at any time prior to Discharge of Priority Lien Obligations or at any time following Discharge of Second Lien Obligations but prior to Complete Discharge of Priority Lien Obligations and, Proceeds subject to the provisions of Section 3.05(c)(ii), to the Third Lien Secured Party, as applicable, proceeds or payment not permitted hereunder by any Term Loan Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five ten (510) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party, as applicable. The Term Loan AgentEach of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, and subject to the provisions of Section 3.05(c)(ii), to the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations (other than, in the case of the Second Lien Collateral Trustee, payments made in respect of Excess Priority Lien Obligations) previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations or the Complete Discharge of Priority Lien Obligations, as applicable. All Term Loan Second Liens and Third Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(c) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by this Agreement or the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party Party, as applicable, is otherwise permitted by this Agreement or the Revolver Priority Lien Documents.

Payment Over. The Term Loan Second-Out Agent, for itself and on behalf of each other Term Loan Second-Out Secured Party, hereby agrees that if any Term Loan Second-Out Secured Party shall obtain possession of any Shared Collateral or shall realize any Proceeds or payment in respect of any Shared Collateral, pursuant to any rights or remedies with respect to the Shared Collateral under any Term Loan Second-Out Security Document or on account of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver First-Out Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds or payment in trust for the Revolver First-Out Agent and the other Revolver First-Out Secured Parties and transfer such Shared Collateral, Proceeds or payment, as the case may be, to the Collateral Trustee First-Out Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Second-Out Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Second-Out Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Second-Out Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Second-Out Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Second-Out Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Second-Out Agent shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver First-Out Agent upon receipt of such Shared Collateral, Proceeds or payment not permitted hereunder by any Term Loan Second-Out Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, First-Out Agent within five (5) days after receipt by the Collateral Trustee First-Out Agent of such written notice, shall deliver such Shared Collateral, Proceeds or payment to the Revolver First-Out Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver First-Out Agent is hereby authorized to make any such endorsements as agent for the Term Loan Second-Out Agent or any other Term Loan Second-Out Secured Party. The Term Loan Second-Out Agent, for itself and on behalf of each other Term Loan Second-Out Secured Party agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver First-Out Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver First-Out Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver First-Out Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver First-Out Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver First-Out Obligations. All Term Loan Second-Out Liens will remain attached to, to and enforceable against all Proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver First-Out Documents and as to which the possession or receipt thereof by the Term Loan Second-Out Agent or any other Term Loan Second-Out Secured Party is otherwise permitted by the Revolver First-Out Documents.

Payment Over. The Term Loan Junior Lien Collateral Agent, for itself and on behalf of each other Term Loan Junior Lien Secured Party, hereby agrees that if any Term Loan Junior Lien Secured Party shall obtain obtains possession of any Shared Collateral or shall realize realizes any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to any rights or the exercise of remedies with respect to any of the Shared Collateral under any Term Loan Security Collateral Document or on account by the exercise of any rights right available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver First Lien Obligations (other than Excess First Lien Obligations) that are secured, or intended to be secured, by such Shared Collateral, then it shall will hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver First Lien Collateral Agent and the other Revolver First Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the First Lien Collateral Trustee Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Junior Lien Collateral Agent shall, at the Grantors’ expense, promptly send written notice to the First Lien Collateral Trustee and the Revolver Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Junior Lien Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, within five (5) days after receipt by the First Lien Collateral Trustee Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver First Lien Collateral Agent in the same form as received, with any necessary endorsementsendorsement, or as a court of competent jurisdiction may otherwise direct. The Revolver First Lien Collateral Agent is hereby authorized to make any such endorsements endorsement as agent for the Term Loan Junior Lien Collateral Agent or any other Term Loan Junior Lien Secured Party. The Term Loan Junior Lien Collateral Agent, for itself and on behalf of each other Term Loan Junior Lien Secured Party Party, agrees that if, at any time, it or any other Junior Lien Secured Party obtains written notice that all or part of any payment with respect to any Revolver First Lien Obligation not constituting Excess First Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the First Lien Collateral Trustee for payment to the Revolver Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it or such other Junior Lien Secured Party and then in or its or the Collateral Trusteesuch other Junior Lien Secured Party’s possession or under its or the Collateral Trusteesuch other Junior Lien Secured Party’s direct control in respect of any such Revolver First Lien Collateral and shall promptly turn any such Shared Collateral then held by it or such other Junior Lien Secured Party over to the First Lien Collateral Trustee for the Revolver Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver First Lien Obligations (other than Excess First Lien Obligations). All Term Loan Junior Liens will remain attached to, and enforceable against against, all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver First Lien Documents and as to which the possession or receipt thereof by the Term Loan Junior Lien Collateral Agent or any other Term Loan Junior Lien Secured Party is otherwise permitted by the Revolver First Lien Documents. The Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Junior Lien Secured Party for the limited purpose of carrying out the provisions of this Section 3.05(b) and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 3.05(b), which appointment is irrevocable and coupled with an interest.

Payment Over. The Term Loan Second Lien Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document Document, or on account by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Second Lien Agent shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared CollateralCollateral by any Second Lien Secured Party, Proceeds proceeds or payment not permitted hereunder by any Term Loan Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Second Lien Agent or any other Term Loan Second Lien Secured Party. The Term Loan Second Lien Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations not constituting Excess Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Second Lien Agent or any other Term Loan Second Lien Secured Party is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan Agent(i) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account Third Lien Security Document, as applicable, or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Agent Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party, as applicable. The Term Loan AgentEach of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens and Third Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party Party, as applicable, is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan Agent(i) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account Third Lien Security Document, as applicable, or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations, to the extent such Priority Liens Obligations are secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, each of the Term Loan Agent Second Lien Collateral Trustee and the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, and if directed within three (3) Business Days after receipt of such Collateral, proceeds or payment (or such later date as consented to by the Collateral Trustee, at the direction of the Revolver Priority Lien Agent, within five (5) days after receipt by the Collateral Trustee of such written notice), shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Agent Priority Lien Agent, in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party, as applicable. The Term Loan AgentEach of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Collateral securing Priority Liens and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee Priority Lien Agent, in each case, for application in accordance with Section 6.01 to the Revolver Agentextent such application is required by Section 6.01, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens and Third Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, Notwithstanding anything contained herein to the contrary notwithstandingcontrary, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party Party, as applicable, is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan Agent, for itself and on behalf of each other Term Loan Secured Party, EXXI hereby agrees that if any Term Loan Secured Party it shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation ProceedingProceeding or through any other exercise of remedies, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Agent EXXI shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent or any other Term Loan Secured PartyEXXI. The Term Loan Agent, for itself and on behalf of each other Term Loan Secured Party EXXI agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had bad not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Agent or any other Term Loan Secured Party EXXI is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan AgentJunior Lien Representative, for itself and on behalf of each other Term Loan Junior Lien Secured Party, hereby agrees that if any Term Loan Junior Lien Secured Party shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Junior Lien Security Document Document, or on account by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Agent Junior Lien Representative shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Junior Lien Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent Junior Lien Representative or any other Term Loan Junior Lien Secured Party. The Term Loan AgentJunior Lien Representative, for itself and on behalf of each other Term Loan Junior Lien Secured Party Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations not constituting Excess Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Junior Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Agent Junior Lien Representative or any other Term Loan Junior Lien Secured Party is otherwise permitted by the Revolver Priority Lien Documents. The Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, hereby appoints the Priority Lien Agent, and any officer or agent of the Priority Lien Agent, with full power of substitution, the attorney-in-fact of each Junior Lien Secured Party for the limited purpose of carrying out the provisions of this Section 3.05(b) and taking any action and executing any instrument that the Priority Lien Agent may deem necessary or advisable to accomplish the purposes of this Section 3.05(b), which appointment is irrevocable and coupled with an interest.

Payment Over. The Term Loan Agent(i) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account Third Lien Security Document, as applicable, or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Agent Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared CollateralCollateral by any Second Lien Secured Party or Third Lien Secured Party, Proceeds as applicable, proceeds or payment not permitted hereunder by any Term Loan Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party, as applicable. The Term Loan AgentEach of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had bad not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens and Third Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party Party, as applicable, is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan AgentSo long as the Discharge of First Lien Obligations has not occurred, for itself and on behalf any Collateral, or any proceeds thereof or payment with respect thereto (together with assets or proceeds subject to Liens referred to in the final sentence of each Section 2.03), received by the Second Lien Collateral Agent or any other Term Loan Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party shall obtain possession in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise of any Shared Collateral right or shall realize remedy (including any Proceeds or payment in respect right of any Shared Collateral, pursuant to any rights or remedies setoff) with respect to the Shared Collateral under any Term Loan Security Document or on account of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds or payment be segregated and held in trust for the Revolver Agent and benefit of the other Revolver First Lien Secured Parties and transfer such Shared Collateral, Proceeds forthwith transferred or payment, as the case may be, paid over to the Collateral Trustee as promptly as practicable; provided that nothing herein shall limit First Lien Administrative Agent for the rights benefit of the Term Loan First Lien Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Agent shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Agent upon receipt of such Shared Collateral, Proceeds or payment not permitted hereunder by any Term Loan Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, within five (5) days after receipt by the Collateral Trustee of such written notice, shall deliver such Shared Collateral, Proceeds or payment to the Revolver Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Agent is hereby authorized to make any such endorsements as agent for Until the Term Loan Agent or any other Term Loan Secured Party. The Term Loan Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party, hereby appoints the First Lien Administrative Agent, and any officer or agent of the First Lien Administrative Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party agrees for the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that ifthe First Lien Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, at which appointment is irrevocable and coupled with an interest. Upon the Discharge of Second Lien Obligations, any timeCollateral, it obtains written notice that all or part of any proceeds thereof or payment with respect to any Revolver Obligations previously made shall be rescinded for any reason whatsoeverthereto, it will promptly pay over to the Collateral Trustee for payment to the Revolver Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Second Lien Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Obligations. All Term Loan Liens will remain attached to, and enforceable against all Proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything contained herein to the contrary notwithstanding, this Section 5.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Documents and as to which the possession or receipt thereof by the Term Loan Agent or any other Term Loan Second Lien Secured Party in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, shall be segregated and held in trust for the benefit of the First Lien Secured Parties and forthwith transferred or paid over to the First Lien Administrative Agent for the benefit of the First Lien Secured Parties in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct to satisfy any remaining Excess First Lien Obligations. Until the repayment in full, in cash, of Excess First Lien Obligations occurs, the First Lien Administrative Agent, for itself and on behalf of each other First Lien Secured Party, hereby appoints the Second Lien Collateral Agent, and any officer or agent of the Second Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each First Lien Secured Party for the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the Second Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is otherwise permitted irrevocable and coupled with an interest. Upon the repayment in full, in cash, of Excess First Lien Obligations, any Collateral, or proceeds thereof or payment with respect thereto, received by the Revolver DocumentsFirst Lien Administrative Agent or any other First Lien Secured Party in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, shall be segregated and held in trust for the benefit of the Second Lien Secured Parties and forthwith transferred or paid over to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct to satisfy any remaining Excess Second Lien Obligations. Until the repayment in full, in cash, of Excess Second Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Administrative Agent, and any officer or agent of the First Lien Administrative Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Lien Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest.

Payment Over. The Term Loan Second Lien Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, secured by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Second Lien Agent or such Second Lien Secured Party, as the case may be, shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Secured Party in respect to such Collateral and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall shall, to the extent consistent with Section 6.01(a), deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Second Lien Agent or any other Term Loan Second Lien Secured Party. The Term Loan Second Lien Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, agrees that if, at any time, it obtains written notice from the Priority Lien Agent that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will will, to the extent consistent with Section 6.01(a), promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall shall, to the extent consistent with Section 6.01(a), promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by this Agreement or the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Second Lien Agent or any other Term Loan Second Lien Secured Party Party, is otherwise permitted by this Agreement and the Revolver Priority Lien Documents.

Payment Over. The Term Loan Agent(i) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account Third Lien Security Document, as applicable, or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Agent Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party, as applicable. The Term Loan AgentEach of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens and Third Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, Notwithstanding anything contained herein to the contrary notwithstandingcontrary, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party Party, as applicable, is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan Agent(i) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account Third Lien Security Document, as applicable, or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, prior to the Term Loan Agent Discharge of Priority Lien Obligations, the Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party, as applicable. The Term Loan AgentEach of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded rescinded, returned or disgorged for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens and all Third Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party Party, as applicable, is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan (i) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Term Loan Third Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared CollateralCollateral (or any Second Lien Secured Party or Third Lien Secured Party shall receive any distribution of cash, property, or debt or equity securities in full or partial satisfaction or waiver of any of its claims against any Grantor in any Insolvency or Liquidation Proceeding), pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account Third Lien Security Document, as applicable, or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, secured by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds, distribution or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds, distributions or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Agent Second Lien Collateral Trustee or the Third Lien Collateral Agent, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared CollateralCollateral by any Second Lien Secured Party or Third Lien Secured Party, Proceeds as applicable, proceeds or payment not permitted hereunder by any Term Loan Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall shall, to the extent consistent with Section 6.01(a), deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Term Loan Third Lien Secured Party, as applicable. The Term Loan Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Term Loan Third Lien Secured Party Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will will, to the extent consistent with Section 6.01(a), promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall shall, to the extent consistent with Section 6.01(a), promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens and Third Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, Notwithstanding anything contained herein to the contrary notwithstandingcontained herein, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Term Loan Third Lien Secured Party Party, as applicable, is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan Each FLLO Agent, for itself and on behalf of each other Term Loan FLLO Secured Party, hereby agrees that if any Term Loan FLLO Secured Party shall obtain possession of any Shared Collateral or shall realize any Proceeds or payment in respect of any Shared Collateral, pursuant to any rights or remedies with respect to the Shared Collateral under any Term Loan FLLO Security Document or on account of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds or payment in trust for the Revolver Agent and the other Revolver Secured Parties and transfer such Shared Collateral, Proceeds or payment, as the case may be, to the Collateral Trustee as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan FLLO Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan FLLO Documents so long as such payment is not the result of any exercise of remedies by any Term Loan FLLO Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan FLLO Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan each FLLO Agent shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Agent upon receipt of such Shared Collateral, Proceeds or payment not permitted hereunder by any Term Loan FLLO Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, within five (5) days after receipt by the Collateral Trustee of such written notice, shall deliver such Shared Collateral, Proceeds or payment to the Revolver Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Agent is hereby authorized to make any such endorsements as agent for the Term Loan any FLLO Agent or any other Term Loan FLLO Secured Party. The Term Loan Each FLLO Agent, for itself and on behalf of each other Term Loan FLLO Secured Party agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Obligations. All Term Loan FLLO Liens will remain attached to, and enforceable against all Proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything contained herein to the contrary notwithstanding, this Section 5.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Documents and as to which the possession or receipt thereof by the Term Loan any FLLO Agent or any other Term Loan FLLO Secured Party is otherwise permitted by the Revolver Documents.

Payment Over. The Term Loan Agent, for itself (a) Unless and on behalf of each other Term Loan Secured Party, hereby agrees that if any Term Loan Secured Party shall obtain possession of any Shared Collateral or shall realize any Proceeds or payment in respect of any Shared Collateral, pursuant to any rights or remedies with respect to the Shared Collateral under any Term Loan Security Document or on account of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to until the Discharge of Revolver First Lien Priority Obligations securedhas occurred, whether or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds or payment in trust for the Revolver Agent and the other Revolver Secured Parties and transfer such Shared Collateral, Proceeds or payment, as the case may be, to the Collateral Trustee as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding has been commenced by or against any of the Credit Parties, any Collateral and any Proceeds thereof received by the Second Lien Collateral Agent, the Third Lien Collateral Agent or any Second Lien Secured Party or Third Lien Secured Party in connection with the exercise of any right or remedy (including setoff) against the Collateral, in contravention of this Agreement, shall be deemed to be segregated and held in trust for the result benefit of an exercise of remedies. Furthermore, the Term Loan Agent shall, at the Grantors’ expense, promptly send written notice and forthwith paid over to the First Lien Collateral Trustee and Agent for the Revolver Agent upon receipt of such Shared Collateral, Proceeds or payment not permitted hereunder by any Term Loan Secured Party and if directed by the Collateral Trustee, at the direction benefit of the Revolver Agent, within five (5) days after receipt by the Collateral Trustee of such written notice, shall deliver such Shared Collateral, Proceeds or payment to the Revolver Agent First Lien Secured Parties in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Term Loan Second Lien Collateral Agent, the Third Lien Collateral Agent or any other Term Loan such Second Lien Secured Party or Third Lien Secured Party. The Term Loan AgentThis authorization is coupled with an interest and is irrevocable. After the Discharge of First Lien Priority Obligations has occurred, for itself unless and on behalf of each other Term Loan Secured Party agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Obligations. All Term Loan Liens will remain attached toSecond Lien Priority Obligations has occurred, and enforceable against all Proceeds so held whether or remitted, subject to the priorities set forth in this Agreement. At not any time prior to the commencement of an Insolvency or Liquidation ProceedingProceeding has been commenced by or against any of the Credit Parties, anything contained herein to the contrary notwithstanding, this Section 5.05(b) shall not apply to any Collateral and Proceeds of Shared Collateral realized in a transaction not prohibited thereof received by the Revolver Documents and as to which First Lien Collateral Agent, the possession or receipt thereof by the Term Loan Third Lien Collateral Agent or any other Term Loan First Lien Secured Party or Third Lien Secured Party in connection with the exercise of any right or remedy (including setoff) against the Collateral, in contravention of this Agreement, shall be segregated and held in trust for the benefit of and forthwith paid over to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Second Lien Collateral Agent is otherwise permitted by hereby authorized to make any such endorsements as agent for the Revolver DocumentsFirst Lien Collateral Agent, the Third Lien Collateral Agent or any such First Lien Secured Party or Third Lien Secured Party. This authorization is coupled with an interest and is irrevocable.

Payment Over. The Term Loan Agent(i) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account Third Lien Security Document, as applicable, or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, each of the Term Loan Agent Second Lien Collateral Trustee and the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, and if directed by the Collateral Trustee, at the direction of the Revolver Agent, within five (5) days Priority Lien Agent after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party, as applicable. The Term Loan AgentEach of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice or otherwise has actual knowledge that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall may be rescinded rescinded, returned or disgorged for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Collateral securing Priority Liens and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens and Third Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, Notwithstanding anything contained herein to the contrary notwithstandingcontrary, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party Party, as applicable, is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan Agent(i) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account Third Lien Security Document, as applicable, or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, prior to the Term Loan Agent Discharge of Priority Lien Obligations, the Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party, as applicable. The Term Loan AgentEach of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will reasonably promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall reasonably promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens and all Third Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party Party, as applicable, is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan Agent(i) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Shared Collateral or shall realize or obtain any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account Third Lien Security Document, as applicable, or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Agent Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party, as applicable. The Term Loan AgentEach of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens and Third Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything contained herein to the contrary notwithstanding, this Section 5.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Documents and as to which the possession or receipt thereof by the Term Loan Agent or any other Term Loan Secured Party is otherwise permitted by the Revolver Documents.

Payment Over. The Term Loan AgentUntil the Senior Discharge Date, for itself each Noteholder Secured Party (other than the Notes Collateral Agent and on behalf of each other Term Loan Secured Party, Security Trustee) hereby agrees that if any Term Loan Revolving Facility Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the penultimate sentence of Section 2.03) received directly or indirectly by such Noteholder Secured Party in contravention of this Intercreditor Agreement shall obtain possession of any Shared Collateral or shall realize any Proceeds or payment in respect of any Shared Collateral, pursuant to any rights or remedies with respect to the Shared Collateral under any Term Loan Security Document or on account of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds or payment segregated and held in trust for the Revolver Agent and the other Revolver Secured Parties and transfer such Shared Collateral, Proceeds forthwith transferred or payment, as the case may be, paid over to the Collateral Agent and Security Trustee as promptly as practicable; provided that nothing herein shall limit for the rights benefit of the Term Loan Revolving Facility Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Agent shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Agent upon receipt of such Shared Collateral, Proceeds or payment not permitted hereunder by any Term Loan Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, within five (5) days after receipt by the Collateral Trustee of such written notice, shall deliver such Shared Collateral, Proceeds or payment to the Revolver Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Until the Senior Discharge Date, the Notes Collateral Agent is and Security Trustee hereby authorized agrees that any Revolving Facility Collateral or any proceeds thereof (together with assets or proceeds subject to make Liens referred to in the penultimate sentence of Section 2.03) received directly or indirectly by the Notes Collateral Agent and Security Trustee (w) in connection with any Disposition of, or collection on, such endorsements Collateral upon any Enforcement Action, (x) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) or (y) as agent contemplated under Sections 2.03, 3.02, 3.05, 3.07, 6.01 or 6.02 (whether as a matter of law or otherwise), shall be segregated and held in trust and forthwith transferred or paid over to the Collateral Agent and Security Trustee for the Term Loan benefit of the Revolving Facility Secured Parties in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Senior Discharge Date, the Notes Collateral Agent or any other Term Loan Secured Party. The Term Loan Agentand Security Trustee, for itself and on behalf of each other Term Loan Noteholder Secured Party, hereby appoints the Collateral Agent and Security Trustee, and any officer or agent of the Collateral Agent and Security Trustee as may be designated by the Collateral Agent and Security Trustee from time to time, with full power of substitution, the attorney-in-fact of each Noteholder Secured Party agrees for the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that ifthe Collateral Agent and Security Trustee may deem necessary or advisable to accomplish the purposes of this Section 4.02, at any timewhich appointment is irrevocable and coupled with an interest. For purposes of this Section 4.02, it obtains written notice that all or part of any payment with respect payments made by Grantors to any Revolver Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to Noteholder Secured Party with the Collateral Trustee for payment to the Revolver Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received proceeds of a loan by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Obligations. All Term Loan Liens will remain attached to, and enforceable against all Proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything contained herein to the contrary notwithstanding, this Section 5.05(b) Revolving Facility Secured Parties shall not apply be construed to any Proceeds constitute proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Documents and as to which the possession or receipt thereof by the Term Loan Agent or any other Term Loan Secured Party is otherwise permitted by the Revolver DocumentsCollateral.

Payment Over. The Term Loan Agent(%4) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account Third Lien Security Document, as applicable, or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, each of the Term Loan Agent Second Lien Collateral Trustee and the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, and if directed by the Collateral Trustee, at the direction of the Revolver Agent, within five three (53) days after receipt by the Collateral Trustee Business Days of such written noticereceipt, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party, as applicable. The Term Loan AgentEach of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens and Third Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party Party, as applicable, is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan Second-Out Agent, for itself and on behalf of each other Term Loan Second-Out Secured Party, hereby agrees that if any Term Loan Second-Out Secured Party shall obtain possession of any Shared Collateral or shall realize any Proceeds or payment in respect of any Shared Collateral, pursuant to any rights or remedies with respect to the Shared Collateral under any Term Loan Second-Out Security Document or on account of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver First-Out Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds or payment in trust for the Revolver First-Out Agent and the other Revolver First-Out Secured Parties and transfer such Shared Collateral, Proceeds or payment, as the case may be, to the Collateral Trustee First-Out Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Second-Out Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Second-Out Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Second-Out Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Second-Out Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Second-Out Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Second-Out Agent shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver First-Out Agent upon receipt of such Shared Collateral, Proceeds or payment not permitted hereunder by any Term Loan Second-Out Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, First-Out Agent within five (5) days after receipt by the Collateral Trustee First-Out Agent of such written notice, shall deliver such Shared Collateral, Proceeds or payment to the Revolver First-Out Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver First-Out Agent is hereby authorized to make any such endorsements as agent for the Term Loan Second-Out Agent or any other Term Loan Second-Out Secured Party. The Term Loan Second-Out Agent, for itself and on behalf of each other Term Loan Second-Out Secured Party agrees that if, at any time, 19560366.30 it obtains written notice that all or part of any payment with respect to any Revolver First-Out Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver First-Out Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver First-Out Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver First-Out Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver First-Out Obligations. All Term Loan Second-Out Liens will remain attached to, to and enforceable against all Proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver First-Out Documents and as to which the possession or receipt thereof by the Term Loan Second-Out Agent or any other Term Loan Second-Out Secured Party is otherwise permitted by the Revolver First-Out Documents.

Payment Over. The Term Loan Second Lien Collateral Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Second Lien Collateral Agent shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Second Lien Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Second Lien Collateral Agent or any other Term Loan Second Lien Secured Party. The Term Loan Second Lien Collateral Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn Active.18117613.5 any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Second Lien Collateral Agent or any other Term Loan Second Lien Secured Party is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan AgentSecond Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party, hereby agrees that if any Term Loan Secured Party it shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunderProceeding or through any other exercise of remedies, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds or payment, as the case may be, to the Collateral Trustee as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remediesParties. Furthermore, the Term Loan Agent Second Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five thirty (530) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall promptly deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent Second Lien Collateral Trustee or any other Term Loan Second Lien Secured Party. The Term Loan AgentSecond Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Agent Second Lien Collateral Trustee or any other Term Loan Second Lien Secured Party is otherwise permitted by the Revolver Priority Lien Documents. Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by Second Lien Collateral Trustee or any Second Lien Representative or any other Second Lien Secured Party of the required payments of interest and principal in respect of Second Lien Obligations (and fees, expenses and indemnities payable to the Second Lien Collateral Trustee or any Second Lien Representative pursuant to the Second Lien Documents) so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Collateral Trustee or any other Second Lien Secured Party of rights or remedies as a secured creditor (including set off) or enforcement in contravention of this Agreement of any Lien held by any of them.

Payment Over. The Term Loan AgentSecond Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party, hereby agrees that if any Term Loan Secured Party it shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunderProceeding or through any other exercise of remedies, at any time prior to the Discharge of Revolver Obligations secured, or intended to be secured, by such Shared CollateralPriority Lien Obligations, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee as Priority Lien Agent reasonably promptly as practicable; provided that nothing herein shall limit after obtaining written notice from the rights of the Term Loan Priority Lien Secured Parties to receive the payments that it has possession of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment proceeds or payments in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remediesthereof. Furthermore, the Term Loan Agent Second Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent Second Lien Collateral Trustee or any other Term Loan Second Lien Secured Party. The Term Loan AgentSecond Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Agent Second Lien Collateral Trustee or any other Term Loan Second Lien Secured Party is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan AgentSecond Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to any rights Second Lien Security Document, or remedies with respect to by the Shared Collateral under any Term Loan Security Document or on account exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, Proceeding or through any other exercise of remedies at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by then such Shared Collateral, then it Second Lien Secured Party shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Agent Second Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Secured Party the Second Lien Collateral Trustee and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent Second Lien Collateral Trustee or any other Term Loan Second Lien Secured Party. The Term Loan AgentSecond Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Agent Second Lien Collateral Trustee or any other Term Loan Second Lien Secured Party is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan Agent(i) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Term Loan Secured Party it shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account Third Lien Security Document, as applicable, or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Agent Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party, as applicable. The Term Loan AgentEach of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had bad not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens and Third Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party Party, as applicable, is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan Second Lien Collateral Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document Document, or on account by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Second Lien Collateral Agent shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared CollateralCollateral by any Second Lien Secured Party, Proceeds proceeds or payment not permitted hereunder by any Term Loan Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Second Lien Collateral Agent or any other Term Loan Second Lien Secured Party. The Term Loan Second Lien Collateral Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations not constituting Excess Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Second Lien Collateral Agent or any other Term Loan Second Lien Secured Party is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan AgentSubordinated Collateral Trustee, for itself and on behalf of each other Term Loan Subordinated Secured Party, Party hereby agrees that if any Term Loan Subordinated Secured Party shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Subordinated Security Document or on account by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Agent Subordinated Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by it or the Subordinated Notes Trustee or, to the extent it has knowledge, by any Term Loan other Subordinated Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, the applicable Subordinated Secured Party shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent Subordinated Collateral Trustee or any other Term Loan Subordinated Secured Party. The Term Loan AgentSubordinated Collateral Trustee, for itself and on behalf of each other Term Loan Subordinated Secured Party Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Subordinated Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Agent Subordinated Collateral Trustee or any other Term Loan Subordinated Secured Party is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan Second Lien Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Second Lien Agent shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Second Lien Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, within five three (53) days after receipt by the Collateral Trustee of such written noticereceipt, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Second Lien Agent or any other Term Loan Second Lien Secured Party. The Term Loan Second Lien Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Second Lien Agent or any other Term Loan Second Lien Secured Party is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan (i) Each of the Second Lien Collateral Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account Third Lien Security Document, as applicable, or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, secured by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Second Lien Collateral Agent or the Third Lien Collateral Agent, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared CollateralCollateral by any Second Lien Secured Party or Third Lien Secured Party, Proceeds as applicable, proceeds or payment not permitted hereunder by any Term Loan Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall shall, to the extent consistent with Section 6.01(a), deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Second Lien Collateral Agent, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Term Loan Third Lien Secured Party, as applicable. The Term Loan Each of the Second Lien Collateral Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will will, to the extent consistent with Section 6.01(a), promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall shall, to the extent consistent with Section 6.01(a), promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens and Third Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Second Lien Collateral Agent, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Term Loan Third Lien Secured Party Party, as applicable, is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan (i) Each of the Second Lien Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account Third Lien Security Document, as applicable, or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations, to the extent such Priority Liens Obligations are secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, each of the Term Loan Second Lien Agent and the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, and if directed by the Collateral Trustee, at the direction of the Revolver Agent, within five (5) days Business Days after receipt of written instructions from the Priority Lien Agent of where and in what manner to remit such Collateral, proceeds or payment (or such later date as consented to in writing by the Collateral Trustee of such written noticePriority Lien Agent), shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Agent Priority Lien Agent, in the same form as received, with any necessary endorsementsendorsements reasonably requested by the Priority Lien Agent, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent Second Lien Agent, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party, as applicable. The Term Loan Each of the Second Lien Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Collateral securing Priority Liens and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee Priority Lien Agent, in each case, for application in accordance with Section 6.01 to the Revolver Agentextent such application is required by Section 6.01, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens and Third Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, Notwithstanding anything contained herein to the contrary notwithstandingcontrary, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Agent Second Lien Agent, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party Party, as applicable, is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan AgentUntil the Senior Priority Discharge Date, for itself each Noteholder Secured Party (other than the Notes Collateral Agent and on behalf of each other Term Loan Secured Party, Security Trustee) hereby agrees that if any Term Loan Revolving Facility Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the penultimate sentence of Section 2.03) received directly or indirectly by such Noteholder Secured Party in contravention of this Intercreditor Agreement shall obtain possession of any Shared Collateral or shall realize any Proceeds or payment in respect of any Shared Collateral, pursuant to any rights or remedies with respect to the Shared Collateral under any Term Loan Security Document or on account of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds or payment segregated and held in trust for the Revolver Agent and the other Revolver Secured Parties and transfer such Shared Collateral, Proceeds forthwith transferred or payment, as the case may be, paid over to the Collateral Agent and Security Trustee as promptly as practicable; provided that nothing herein shall limit for the rights benefit of the Term Loan Revolving Facility Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Agent shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Agent upon receipt of such Shared Collateral, Proceeds or payment not permitted hereunder by any Term Loan Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, within five (5) days after receipt by the Collateral Trustee of such written notice, shall deliver such Shared Collateral, Proceeds or payment to the Revolver Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Until the Senior Priority Discharge Date, the Notes Collateral Agent is and Security Trustee hereby authorized agrees that any Revolving Facility Collateral or any proceeds thereof (together with assets or proceeds subject to make Liens referred to in the penultimate sentence of Section 2.03) received directly or indirectly by the Notes Collateral Agent and Security Trustee (w) in connection with any Disposition of, or collection on, such endorsements Collateral upon any Enforcement Action, (x) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) to the extent constituting Collateral or (y) as agent contemplated under Sections 2.03, 3.02, 3.05, 3.07, 6.01 or 6.02 (whether as a matter of law or otherwise), shall be segregated and held in trust and forthwith transferred or paid over to the Collateral Agent and Security Trustee for the Term Loan benefit of the Revolving Facility Secured Parties in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Senior Priority Discharge Date, the Notes Collateral Agent or any other Term Loan Secured Party. The Term Loan Agentand Security Trustee, for itself and on behalf of each other Term Loan Noteholder Secured Party, hereby appoints the Collateral Agent and Security Trustee, and any officer or agent of the Collateral Agent and Security Trustee as may be designated by the Collateral Agent and Security Trustee from time to time, with full power of substitution, the attorney-in-fact of each Noteholder Secured Party agrees that iffor the purpose of carrying out the provisions of this Section 4.02, at any timewhich appointment is irrevocable and coupled with an interest. For purposes of this Section 4.02, it obtains written notice that all or part of any payment with respect payments made by Grantors to any Revolver Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to Noteholder Secured Party with the Collateral Trustee for payment to the Revolver Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received proceeds of a loan by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Obligations. All Term Loan Liens will remain attached to, and enforceable against all Proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything contained herein to the contrary notwithstanding, this Section 5.05(b) Revolving Facility Secured Parties shall not apply be construed to any Proceeds constitute proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Documents and as to which the possession or receipt thereof by the Term Loan Agent or any other Term Loan Secured Party is otherwise permitted by the Revolver DocumentsCollateral.

Payment Over. The Term Loan (a) With respect to the Collateral and any proceeds thereof, the Second Lien Collateral Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party, the Third Lien Collateral Agent and each other Third Lien Secured Party hereby agrees that if any Term Loan Secured Party it shall obtain possession of any Shared Collateral First Lien Obligations Collateral, or shall realize any Proceeds proceeds or payment in respect of any Shared such Collateral, whether pursuant to any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account Third Lien Security Document, as applicable, in connection with the taking of any Second Lien Permitted Actions or Third Lien Permitted Actions, as applicable, or by the exercise of any rights available to it under applicable law or in any Insolvency bankruptcy, insolvency or Liquidation Proceedingsimilar proceeding or otherwise, or shall receive any First Lien Obligations Collateral or proceeds of First Lien Obligations Collateral, or any payment on account thereof (including under any agreement subordinating any Liens on the First Lien Obligations Collateral to the extent permitted hereunderSecond Liens or Third Liens, as applicable), in each case, at any time prior to the Discharge of Revolver First Lien Obligations securedPayment Date, whether or intended to be secured, not any Insolvency Proceeding has been commenced by such Shared Collateralor against any Obligor, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Agent and the other Revolver First Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the First Lien Collateral Trustee as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared CollateralAgent. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Agent shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Agent upon receipt of such Shared Collateral, Proceeds or payment not permitted hereunder by any Term Loan Each Second Lien Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, within five (5) days after receipt by the Collateral Trustee of such written notice, shall deliver such Shared Collateral, Proceeds or payment to the Revolver Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent or any other Term Loan Secured Party. The Term Loan Agent, for itself and on behalf of each other Term Loan Third Lien Secured Party agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver the First Lien Obligations previously made shall be rescinded for any reason whatsoever, it will such Second Lien Secured Party and/or Third Lien Secured Party shall promptly pay over to the First Lien Collateral Trustee for payment to the Revolver Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver First Lien Obligations Collateral and shall promptly turn any such Shared First Lien Obligations Collateral then held by it over to the First Lien Collateral Trustee for the Revolver Agent, and the provisions set forth in this Agreement will shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in LEGAL_US_E # 147945921.11 full of Revolver Obligationsthe First Lien Obligations (other than contingent indemnification obligations related to any which claim that has not been asserted or is the subject of an investigation). All Term Loan Liens will remain attached toUntil the First Lien Obligations Payment Date occurs, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and enforceable against all Proceeds so held the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, hereby irrevocably constitutes and appoints the First Lien Collateral Agent and any officer or remittedagent of the First Lien Collateral Agent, subject to with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the priorities set forth in this Agreement. At place and stead of the Second Lien Collateral Agent, any time prior to such Second Lien Secured Party, the commencement of an Insolvency or Liquidation Proceeding, anything contained herein to the contrary notwithstanding, this Section 5.05(b) shall not apply to any Proceeds of Shared Third Lien Collateral realized in a transaction not prohibited by the Revolver Documents and as to which the possession or receipt thereof by the Term Loan Agent or any other Term Loan such Third Lien Secured Party or in the First Lien Collateral Agent’s own name, from time to time in the First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 7.01, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 7.01, including any endorsements or other instruments of transfer or release. This power is otherwise permitted by coupled with an interest and is irrevocable until the Revolver DocumentsFirst Lien Obligations Payment Date occurs.

Payment Over. The Term Loan (i) Each of the Second Lien Collateral Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account Third Lien Security Document, as applicable, or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Second Lien Collateral Agent or the Third Lien Collateral Agent, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared CollateralCollateral by any Second Lien Secured Party or Third Lien Secured Party, Proceeds as applicable, proceeds or payment not permitted hereunder by any Term Loan Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Second Lien Collateral Agent, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Term Loan Third Lien Secured Party, as applicable. The Term Loan Each of the Second Lien Collateral Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens and Third Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Second Lien Collateral Agent, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Term Loan Third Lien Secured Party Party, as applicable, is otherwise permitted not prohibited by the Revolver Priority Lien Documents.

Payment Over. The Term Loan Second-Out Agent, for itself and on behalf of each other Term Loan Second-Out Secured Party, hereby agrees that if any Term Loan Second-Out Secured Party shall obtain possession of any Shared Collateral or shall realize any Proceeds or payment in respect of any Shared Collateral, pursuant to any rights or remedies with respect to the Shared Collateral under any Term Loan Second-Out Security Document or on account of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver First-Out Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds or payment in trust for the Revolver First-Out Agent and the other Revolver First-Out Secured Parties and transfer such Shared Collateral, Proceeds or payment, as the case may be, to the Collateral Trustee First-Out Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Second-Out Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Second-Out Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Second-Out Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Second-Out Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Second-Out Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Second-Out Agent shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver First-Out Agent upon receipt of such Shared Collateral, Proceeds or payment not permitted hereunder by any Term Loan Second-Out Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, First-Out Agent within five (5) days after receipt by the Collateral Trustee First-Out Agent of such written notice, shall deliver such Shared Collateral, Proceeds or payment to the Revolver First-Out Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver First- Out Agent is hereby authorized to make any such endorsements as agent for the Term Loan Second-Out Agent or any other Term Loan Second-Out Secured Party. The Term Loan Second-Out Agent, for itself and on behalf of each other Term Loan Second-Out Secured Party agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver First-Out Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver First-Out Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver First-Out Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver First-Out Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver First-Out Obligations. All Term Loan Second-Out Liens will remain attached to, to and enforceable against all Proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver First-Out Documents and as to which the possession or receipt thereof by the Term Loan Second-Out Agent or any other Term Loan Second-Out Secured Party is otherwise permitted by the Revolver First-Out Documents.

Payment Over. The Term Loan (i) Each of the Second Lien Collateral Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account Third Lien Security Document, as applicable, or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Second Lien Collateral Agent or the Third Lien Collateral Agent, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds Collateral proceeds or payment not permitted hereunder by any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, proceeds or payment and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Second Lien Collateral Agent, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Term Loan Third Lien Secured Party, as applicable. The Term Loan Each of the Second Lien Collateral Agent, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Priority Lien Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens and Third Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything Anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Second Lien Collateral Agent, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Term Loan Third Lien Secured Party Party, as applicable, is otherwise permitted by the Revolver Priority Lien Documents.

Payment Over. The Term Loan Second-Out Agent, for itself and on behalf of each other Term Loan Second-Out Secured Party, hereby agrees that if any Term Loan Second-Out Secured Party shall obtain possession of any Shared Collateral or shall realize any Proceeds or payment in respect of any Shared Collateral, pursuant to any rights or remedies with respect to the Shared Collateral under any Term Loan Second-Out Security Document or on account of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver First-Out Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds or payment in trust for the Revolver First-Out Agent and the other Revolver First-Out Secured Parties and transfer such Shared Collateral, Proceeds or payment, as the case may be, to the Collateral Trustee First-Out Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Second-Out Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Second-Out Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Second-Out Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Second-Out Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Second-Out Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Term Loan Second-Out Agent shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver First-Out Agent upon receipt of such Shared Collateral, Proceeds or payment not permitted hereunder by any Term Loan Second-Out Secured Party and if directed by the Collateral Trustee, at the direction of the Revolver Agent, First-Out Agent within five (5) days after receipt by the Collateral Trustee First-Out Agent of such written notice, shall deliver such Shared Collateral, Proceeds or payment to the Revolver First-Out Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver First-Out Agent is hereby authorized to make any such endorsements as agent for the Term Loan Second-Out Agent or any other Term Loan Second-Out Secured Party. The Term Loan Second-Out Agent, for itself and on behalf of each other Term Loan Second-Out Secured Party agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver First-Out Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver First-Out Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver First- Out Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver First-Out Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver First-Out Obligations. All Term Loan Second-Out Liens will remain attached to, to and enforceable against all Proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything contained herein to the contrary notwithstanding, this Section 5.05(b3.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver First-Out Documents and as to which the possession or receipt thereof by the Term Loan Second-Out Agent or any other Term Loan Second-Out Secured Party is otherwise permitted by the Revolver First-Out Documents.

Payment Over. The Term Loan Agent(i) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Shared Collateral or shall realize any Proceeds proceeds or payment in respect of any Shared Collateral, pursuant to the exercise of any rights or remedies with respect to the Shared Collateral under any Term Loan Second Lien Security Document or on account Third Lien Security Document, as applicable, or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Revolver Priority Lien Obligations secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds proceeds or payment in trust for the Revolver Priority Lien Agent and the other Revolver Priority Lien Secured Parties and transfer such Shared Collateral, Proceeds proceeds or payment, as the case may be, to the Collateral Trustee Priority Lien Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Term Loan Secured Parties to receive the payments of principal, interest, fees and other amounts under the Term Loan Documents so long as such payment is not the result of any exercise of remedies by any Term Loan Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Term Loan Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Term Loan Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, each of the Term Loan Agent Second Lien Collateral Trustee and the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Collateral Trustee and the Revolver Priority Lien Agent upon receipt of such Shared Collateral, Proceeds proceeds or payment not permitted hereunder by any Term Loan Second Lien Secured Party or Third Lien Secured Party, as applicable, and if directed by the Collateral Trustee, at the direction of the Revolver Agent, Priority Lien Agent within five (5) days after receipt by the Collateral Trustee Priority Lien Agent of such written notice, shall deliver such Shared Collateral, Proceeds proceeds or payment to the Revolver Priority Lien Agent in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Revolver Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party, as applicable. The Term Loan AgentEach of the Second Lien Collateral Trustee, for itself and on behalf of each other Term Loan Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Revolver Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Collateral Trustee for payment to the Revolver Priority Lien Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its or the Collateral Trustee’s possession or under its or the Collateral Trustee’s direct control in respect of any such Revolver Collateral securing Priority Liens and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the Revolver Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Revolver Priority Lien Obligations. All Term Loan Second Liens and Third Liens will remain attached to, to and enforceable against all Proceeds proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, Notwithstanding anything contained herein to the contrary notwithstandingcontrary, this Section 5.05(b3.05(b) shall not apply to any Proceeds proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Priority Lien Documents and as to which the possession or receipt thereof by the Term Loan Agent Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Term Loan Third Lien Secured Party Party, as applicable, is otherwise permitted by the Revolver Priority Lien Documents.