Common use of Payment Over Clause in Contracts

Payment Over. (a) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral 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. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders 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 Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust 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. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders 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 Third Lien Note Holder 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 irrevocable and coupled with an interest.

Payment Over. With respect to the Collateral and any proceeds thereof, the Second Lien Representatives and each other Second Lien Secured Party hereby agrees that if it shall obtain possession of any Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, or by the exercise of any rights available to it (aincluding any right of set-off) So long as under any Requirements of Law or in any Bankruptcy/Liquidation Proceeding or otherwise, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, at any time prior to the Discharge of First Lien Secured Obligations has and when such possession or receipt of proceeds or payment on Collateral is not occurredexpressly permitted by the terms of this Agreement, any payment or distribution or any then it shall hold such Collateral, proceeds or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to for the First Lien Collateral Agent Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Lien Representative for the benefit of the First Lien Secured Parties in the same form as received, together with any necessary endorsements, endorsements or as a court of competent jurisdiction may otherwise direct. Until Each Second Lien Representative on behalf of itself and each Second Lien Secured Party represented by it agrees that if, at any time, all or part of any payment with respect to the Discharge of First Lien Secured Obligations occurspreviously made shall be rescinded for any reason whatsoever, each of the such Second Lien Note Holders and Secured Party shall promptly pay over to the Third Designated First Lien Collateral Note Holders hereby appoints Representative any payment (including any payment received under any agreement subordinating any Liens on the First Lien Collateral Agentto the Liens securing the Second Lien Secured Obligations) received by it in respect of any First Lien Collateral and shall promptly turn any First Lien Collateral then held by it over to the Designated First Lien Representative, and any officer or agent the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestSecured Obligations. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust 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. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders 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 Third Lien Note Holder 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 irrevocable and coupled with an interest.

Payment Over. With respect to the Collateral and any proceeds thereof, each Second Lien Representative and each other Second Lien Secured Party hereby agrees that if it shall obtain possession of any Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, or by the exercise of any rights available to it under any Requirements of Law or (aexcept as otherwise provided in Section 2.07) So long as in any Bankruptcy/Liquidation Proceeding or otherwise, or 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 First Lien Secured Obligations has and when such possession or receipt of proceeds or payment on Collateral is not occurredexpressly permitted by the terms of this Agreement, any payment or distribution or any then it shall hold such Collateral, proceeds or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to for the First Lien Collateral Agent Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Lien Representative for the benefit of the First Lien Secured Parties in the same form as received, together with any necessary endorsements, endorsements or as a court of competent jurisdiction may otherwise direct. Until Each Second Lien Representative on behalf of itself and each Second Lien Secured Party represented by it agrees that if, at any time, all or part of any payment with respect to the First Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, 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 to the Liens securing the Second Lien Secured Obligations) received by it in respect of any First Lien Collateral and shall promptly turn any First Lien Collateral then held by it over to the Designated First Lien Representative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of First Lien Secured Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders 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 Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust 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. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders 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 Third Lien Note Holder 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 irrevocable and coupled with an interest.

Payment Over. (a) So long as 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 First Lien Revolver Obligations has 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 occurredthe 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 payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), Proceeds received by each any of the Second Lien Collateral Agent or any other Second Lien Term Loan Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party Parties in connection with any Disposition of, Insolvency or collection on, such Collateral upon Liquidation Proceeding shall be deemed to be the enforcement or the result of an exercise of any right or remedy (including any right of setoff) with respect 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 in connection with payment not permitted hereunder by any insurance policy claim 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 any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over payment to the First Lien Collateral Revolver 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. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders The Revolver Agent is hereby appoints the First Lien Collateral Agent, and authorized to make any officer or such endorsements as agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Term Loan Agent or any other Third Lien Term Loan Secured Party. The Term Loan Agent, for itself and on behalf of each other Term Loan Secured Party in connection with agrees that if, at any Disposition oftime, it obtains written notice that all or collection on, such Collateral upon the enforcement or the exercise part of any right or remedy (including any right of setoff) payment with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement Revolver Obligations previously made shall be segregated and held in trust and forthwith transferred or paid rescinded for any reason whatsoever, it will promptly pay over to the Second 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 Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the benefit of Revolver Agent, and the Second Lien Secured Parties provisions set forth in the same form this Agreement will be reinstated as receivedif such payment had not been made, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders hereby appoints the Second Lien Collateral AgentRevolver 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 officer time prior to the commencement of an Insolvency or agent of Liquidation Proceeding, anything contained herein to the Second Lien Collateral Agentcontrary notwithstanding, with full power of substitution, the attorney-in-fact of each Third Lien Note Holder for the purpose of carrying out the provisions of this Section 4.02 5.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Documents and taking as to which the possession or receipt thereof by the Term Loan Agent or any action and executing any instrument that other Term Loan Secured Party is otherwise permitted by the Second Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestRevolver Documents.

Payment Over. (a) So long as The New Senior Administrative Agent, for itself and on behalf of each other New Senior Secured Party, hereby agrees that if any New Senior Secured Party shall obtain possession of any Collateral or shall realize any Proceeds or payment in respect of any Collateral, pursuant to any rights or remedies with respect to the Collateral under any 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 First Lien Existing Senior Obligations has secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, Proceeds or payment in trust for the Existing Senior Administrative Agent and the other Existing Senior Secured Parties and transfer such Collateral, Proceeds or payment, as the case may be, to the Existing Senior Administrative Agent as promptly as practicable; provided that nothing herein shall limit the rights of the New Senior Secured Parties to receive the payments of principal, interest, fees and other amounts under the New Senior Documents so long as such payment is not occurredthe result of any exercise of remedies by any New Senior Secured Party with respect to the Collateral or a payment in respect of Collateral or the New Senior Secured Parties realizing any Proceeds in respect of Collateral. For the avoidance of doubt, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), Proceeds received by each any of the Second Lien Collateral Agent or any other Second Lien New Senior Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party Parties in connection with any Disposition of, Insolvency or collection on, such Collateral upon Liquidation Proceeding shall be deemed to be the enforcement or the result of an exercise of any right or remedy (including any right of setoff) with respect remedies. Furthermore, the New Senior Administrative Agent shall, at the Grantors’ expense, promptly send written notice to the Existing Senior Administrative Agent upon receipt of such Collateral, Proceeds or in connection with payment not permitted hereunder by any insurance policy claim New Senior Secured Party and if directed by the Existing Senior Administrative Agent within five (5) days after receipt by the Existing Senior Administrative Agent of such written notice, shall deliver such Collateral, Proceeds or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over payment to the First Lien Collateral Existing Senior 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. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders The Existing Senior Administrative Agent is hereby appoints the First Lien Collateral Agent, and authorized to make any officer or such endorsements as agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral New Senior Administrative Agent or any other Third Lien New Senior Secured Party. The New Senior Administrative Agent, for itself and on behalf of each other New Senior Secured Party in connection with agrees that if, at any Disposition oftime, it obtains written notice that all or collection on, such Collateral upon the enforcement or the exercise part of any right or remedy (including any right of setoff) payment with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement Existing Senior Obligations previously made shall be segregated and held in trust and forthwith transferred or paid rescinded for any reason whatsoever, it will promptly pay over to the Second Lien Existing Senior Administrative Agent any such Collateral, Proceeds or payment not permitted hereunder received by it and then in its possession or under its direct control in respect of any such Existing Senior Collateral Agent for and shall promptly turn any such Collateral then held by it over to the benefit of Existing Senior Administrative Agent, and the Second Lien Secured Parties provisions set forth in the same form this Agreement will be reinstated as receivedif such payment had not been made, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occursExisting Senior Obligations. All Priority Liens will remain attached to and enforceable against all Proceeds so held or remitted, subject to the Third Lien Note Holders hereby appoints priorities set forth in this Agreement. At any time prior to the Second Lien Collateral Agentcommencement of an Insolvency or Liquidation Proceeding, and any officer or agent of anything contained herein to the Second Lien Collateral Agentcontrary notwithstanding, with full power of substitution, the attorney-in-fact of each Third Lien Note Holder for the purpose of carrying out the provisions of this Section 4.02 3.5(d) shall not apply to any Proceeds of Collateral realized in a transaction not prohibited by the Existing Senior Credit Documents and taking as to which the possession or receipt thereof by the New Senior Administrative Agent or any action and executing any instrument that other New Senior Secured Party is otherwise permitted by the Second Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestExisting Senior Credit Documents.

Payment Over. (a) So long as The Second-Out Agent, for itself and on behalf of each other Second-Out Secured Party, hereby agrees that if any 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 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 First Lien First-Out Obligations has secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds or payment in trust for the First-Out Agent and the other First-Out Secured Parties and transfer such Shared Collateral, Proceeds or payment, as the case may be, to the First-Out Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Second-Out Secured Parties to receive the payments of principal, interest, fees and other amounts under the Second-Out Documents so long as such payment is not occurredthe result of any exercise of remedies by any Second-Out Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Second-Out Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), Proceeds received by each any of the Second Lien Collateral Agent or any other Second Lien Second-Out Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party Parties in connection with any Disposition of, Insolvency or collection on, such Collateral upon Liquidation Proceeding shall be deemed to be the enforcement or the result of an exercise of any right or remedy (including any right of setoff) with respect remedies. Furthermore, the Second-Out Agent shall, at the Grantors’ expense, promptly send written notice to the First-Out Agent upon receipt of such Shared Collateral, Proceeds or in connection with payment not permitted hereunder by any insurance policy claim Second-Out Secured Party and if directed by the First-Out Agent within five (5) days after receipt by the First-Out Agent of such written notice, shall deliver such Shared Collateral, Proceeds or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over payment to the First Lien Collateral First-Out 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. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders The First-Out Agent is hereby appoints the First Lien Collateral Agent, and authorized to make any officer or such endorsements as agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Second-Out Agent or any other Third Lien Second-Out Secured Party. The Second-Out Agent, for itself and on behalf of each other Second-Out Secured Party in connection with agrees that if, at any Disposition oftime, it obtains written notice that all or collection on, such Collateral upon the enforcement or the exercise part of any right or remedy (including any right of setoff) payment with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement First-Out Obligations previously made shall be segregated and held in trust and forthwith transferred or paid rescinded for any reason whatsoever, it will promptly pay over to the Second Lien First-Out Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its possession or under its direct control in respect of any such First-Out Collateral Agent for and shall promptly turn any such Shared Collateral then held by it over to the benefit of First-Out Agent, and the Second Lien Secured Parties provisions set forth in the same form this Agreement will be reinstated as receivedif such payment had not been made, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occursFirst-Out Obligations. All Second-Out Liens will remain attached to and enforceable against all Proceeds so held or remitted, subject to the Third Lien Note Holders hereby appoints priorities set forth in this Agreement. At any time prior to the Second Lien Collateral Agentcommencement of an Insolvency or Liquidation Proceeding, and any officer or agent of anything contained herein to the Second Lien Collateral Agentcontrary notwithstanding, with full power of substitution, the attorney-in-fact of each Third Lien Note Holder for the purpose of carrying out the provisions of this Section 4.02 3.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the First-Out Documents and taking as to which the possession or receipt thereof by the Second-Out Agent or any action and executing any instrument that other Second-Out Secured Party is otherwise permitted by the Second Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestFirst-Out Documents.

Payment Over. (a) So long as The Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, hereby agrees that if any Second Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document, 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 First Priority Lien Obligations has not occurredsecured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or any payment in trust for the Priority Lien Agent and the other Priority Lien Secured Parties and transfer such Collateral, proceeds thereof (together with assets or proceeds subject payment, as the case may be, to Liens referred to in the final sentence of Section 2.03)Priority Lien Agent as promptly as practicable. Furthermore, received by each of the Second Lien Agent shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral by any Second Lien Secured Party, proceeds or payment and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements, or as court of competent jurisdiction may otherwise direct. The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Agent or any other Second Lien Secured Party. The Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that if, at any time, it obtains written notice that all or Third part of any payment with respect to any 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 Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral and shall promptly turn any such Collateral then held by it over to the 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 Priority Lien Obligations. All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or is otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral 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. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders 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 Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received permitted by the Third Priority Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust 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. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders 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 Third Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (a) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or 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 Section 2.03), including all funds received in respect of post-petition interest or fees and expenses, received by each of the Second Lien Collateral Administrative Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third 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) or as a result of any distribution of or in respect of any Collateral or under a plan of reorganization upon or in any Insolvency Proceeding with respect to the Collateralany Grantor, or in connection with the application of any insurance policy claim Collateral (or proceeds thereof) to the payment thereof or any condemnation award distribution of Collateral (or deed in lieu proceeds thereof) upon the liquidation or dissolution of condemnation)any Grantor, or otherwise in contravention of this Agreement 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 Collateral 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. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Note Holders Administrative Agent, for itself and the Third on behalf of each other Second Lien Collateral Note Holders Secured Party, hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral 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. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust 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. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders 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 Third Lien Note Holder 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 irrevocable and coupled with an interest.

Payment Over. (a) So long as the Discharge of First Lien Obligations Priority Claims has not occurred, any payment or distribution or any Collateral, Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.032.03(a), ) received by each of the Second Lien Collateral Priority Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien Priority 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Priority Agent for the benefit of the First Lien Priority 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 Discharge of First Lien Obligations Priority Claims occurs, each of the Second Lien Note Holders Priority Agent, for itself and the Third Lien Collateral Note Holders on behalf of each other Second Priority Secured Party, hereby appoints the First Lien Collateral Priority Agent, and any officer or agent of the First Lien Collateral Priority Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, Priority Secured Party for the purpose of carrying out the provisions of this Section 4.02 4.02(a) and taking any action and executing any instrument that the First Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 4.024.02(a), which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so So long as the Discharge of First Priority Claims has occurred and the Discharge of Second Lien Obligations Priority Claims has not occurred, any payment or distribution or any Collateral, Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.032.03(b), ) received by the Third Lien Collateral Agent or any other Third Lien Secured Party Person that holds Excess Claims 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the Second Lien Collateral Priority Agent for the benefit of the Second Lien Priority Secured Parties in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After the Discharge of First Lien Obligations has occurred Priority Claims and until the Discharge of Second Lien Obligations Priority Claims occurs, the Third Lien Note Holders each Person that holds any Excess Claims hereby appoints the Second Lien Collateral Priority Agent, and any officer or agent of the Second Lien Collateral Priority Agent, with full power of substitution, the attorney-in-fact of each Third Lien Note Holder such Person for the purpose of carrying out the provisions of this Section 4.02 4.02(b) and taking any action and executing any instrument that the Second Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 4.024.02(b), which appointment is irrevocable and coupled with an interest.

Payment Over. (a) So long as The Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Secured Party, hereby agrees that if any Junior Lien Secured Party obtains possession of any Collateral or realizes any proceeds or payment in respect of any Collateral, pursuant to the exercise of remedies with respect to any of the Collateral under any Collateral Document or by the exercise of any 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 First Lien Obligations has not occurred(other than Excess First Lien Obligations) that are secured, any payment or distribution or any intended to be secured, by such Collateral, then it will hold such Collateral, proceeds or any proceeds thereof (together with assets or proceeds subject to Liens referred to payment in trust for the final sentence of Section 2.03), received by each of the Second First Lien Collateral Agent or any and the other Second First Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party in connection with any Disposition of, or collection on, Parties and transfer such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation)payment, or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over as the case may be, to the First Lien Collateral Agent for as promptly as practicable. Furthermore, the benefit of Junior Lien Collateral Agent shall, at the Grantors’ expense, promptly send written notice to the First Lien Collateral Agent upon receipt of such Collateral, proceeds or payment by any Junior Lien Secured Parties Party and within five days after receipt by the First Lien Collateral Agent of such written notice, shall deliver such Collateral, proceeds or payment to the First Lien Collateral Agent in the same form as received, together with any necessary endorsementsendorsement, or as a court of competent jurisdiction may otherwise direct. Until The First Lien Collateral Agent is hereby authorized to make any such endorsement as agent for the Junior Lien Collateral Agent or any other Junior Lien Secured Party. The Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Secured 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 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 Agent any payment received by it or such other Junior Lien Secured Party and then in or its or such other Junior Lien Secured Party’s possession or under its or such other Junior Lien Secured Party’s direct control in respect of any such First Lien Collateral and shall promptly turn any such Collateral then held by it or such other Junior Lien Secured Party over to the First Lien Collateral Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of First Lien Obligations occurs(other than Excess First Lien Obligations). All Junior Liens will remain attached to, each and enforceable against, all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Second First Lien Note Holders Documents and as to which the Third possession or receipt thereof by the Junior Lien Collateral Note Holders Agent or any other Junior Lien Secured Party is otherwise permitted by the 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 Second Junior Lien Note Holder and Third Lien Note Holder, respectively, Secured Party for the limited purpose of carrying out the provisions of this Section 4.02 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 4.023.05(b), which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust 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. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders 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 Third Lien Note Holder 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 irrevocable and coupled with an interest.

Payment Over. (a) So long as the Discharge of First Lien Obligations Priority Claims has not occurred, any payment or distribution or any Collateral, Shared Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.032.03(a), ) knowingly received by each of the any Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien Priority Secured Party in connection with any Disposition of, or collection on, such Shared Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Shared Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Priority Agent for the benefit of the First Lien Priority Secured Parties in the same form as received, without recourse, representation or warranty (other than a representation of the Second Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations Priority Claims occurs, each of the Second Lien Note Holders Priority Agent, for itself and the Third Lien Collateral Note Holders on behalf of each other Second Priority Secured Party, hereby appoints the First Lien Collateral Priority Agent, and any officer or agent of the First Lien Collateral Priority Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, Priority Secured Party for the purpose of carrying out the provisions of this Section 4.02 4.02(a) and taking any action and executing any instrument that the First Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 4.024.02(a), which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so So long as the Discharge of First Priority Claims has occurred and the Discharge of Second Lien Obligations Priority Claims has not occurred, any payment or distribution or any Collateral, Shared Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.032.03(b), ) received by the Third Lien Collateral Agent or any other Third Lien Secured Party Person that holds Excess Claims in connection with any Disposition of, or collection on, such Shared Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Shared Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the Second Lien Collateral Priority Agent for the benefit of the Second Lien Priority Secured Parties in the same form as received, without recourse, representation or warranty (other than a representation of the Second Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After the Discharge of First Lien Obligations has occurred Priority Claims and until the Discharge of Second Lien Obligations Priority Claims occurs, the Third Lien Note Holders each Person that holds any Excess Claims hereby appoints the Second Lien Collateral Priority Agent, and any officer or agent of the Second Lien Collateral Priority Agent, with full power of substitution, the attorney-in-fact of each Third Lien Note Holder such Person for the purpose of carrying out the provisions of this Section 4.02 4.02(b) and taking any action and executing any instrument that the Second Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 4.024.02(b), which appointment is irrevocable and coupled with an interest.

Payment Over. (ai) So long as The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby agrees that if any Second Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document, 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 First Priority Lien Obligations has not occurredsecured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or payment in trust for the Priority Lien Agent and the other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, the Second Lien Collateral Agent shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral by any Second Lien Secured Party, proceeds thereof or payment and if directed by the Priority Lien Agent within five (together with assets 5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or proceeds subject payment to Liens referred to the Priority Lien Agent in the final sentence same form as received, with any necessary endorsements, or as court of Section 2.03), received by each of competent jurisdiction may otherwise direct. The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Agent or any other Second Lien Secured Party. The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party agrees that if, at any time, it obtains written notice that all or Third part of any payment with respect to any Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral and shall promptly turn any such Collateral then held by it over to the 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 Priority Lien Obligations. All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or is otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral 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. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders 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 Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received prohibited by the Third Priority Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust 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. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders 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 Third Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. Until the Senior Discharge Date, each Noteholder Secured Party (aother than the Notes Collateral Agent and Security Trustee) So long as the Discharge of First Lien Obligations has not occurred, hereby agrees that any payment or distribution or any Collateral, Revolving Facility Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final penultimate sentence of Section 2.03), ) received directly or indirectly by each of the Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien such Noteholder 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Intercreditor Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Agent and Security Trustee for the benefit of the First Lien 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 of First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitutionDate, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Notes Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, Security Trustee hereby agrees that any payment or distribution or any Collateral, Revolving Facility Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final penultimate sentence of Section 2.03), ) received directly or indirectly by the Third Lien Notes Collateral Agent or any other Third Lien Secured Party and Security Trustee (w) in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy Enforcement Action, (including any right of setoffx) with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) or (y) as contemplated under Sections 2.03, 3.02, 3.05, 3.07, 6.01 or 6.02 (whether as a matter of law or otherwise), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the Second Lien Collateral Agent and Security Trustee for the benefit of the Second Lien 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. After Until the Senior Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occursDate, the Third Lien Note Holders Notes Collateral Agent and Security Trustee, for itself and on behalf of each other Noteholder Secured Party, hereby appoints the Second Lien Collateral AgentAgent and Security Trustee, and any officer or agent of the Second Lien Collateral AgentAgent 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 Third Lien Note Holder Noteholder 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 and Security Trustee may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. For purposes of this Section 4.02, payments made by Grantors to any Noteholder Secured Party with the proceeds of a loan by Revolving Facility Secured Parties shall not be construed to constitute proceeds of Collateral.

Payment Over. (ai) So long Each of the Second Lien Collateral Trustee, for itself and on behalf of each other 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 Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or 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, at any time prior to the Discharge of First Priority Lien Obligations, to the extent such Priority Liens Obligations has not occurredare secured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or any payment in trust for the Priority Lien Agent and the other Priority Lien Secured Parties and transfer such Collateral, proceeds thereof (together with assets or proceeds subject payment, as the case may be, to Liens referred to in the final sentence of Section 2.03)Priority Lien Agent as promptly as practicable. Furthermore, received by each of the Second Lien Collateral Trustee and the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any other Second Lien Secured Party or Third Lien Secured Party, as applicable, and within three (3) Business Days after receipt of such Collateral, proceeds or Third payment (or such later date as consented to by the Priority Lien Collateral Agent Agent), shall deliver such Collateral, proceeds or any other Third 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 payment to the CollateralPriority Lien Agent, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral 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. Until the Discharge of First The Priority Lien Obligations occurs, each of Agent is hereby authorized to make any such endorsements as agent for the Second Lien Note Holders and Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Note Holders 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 Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent Trustee or any other Third Lien Secured Party Party, as applicable. Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured 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 Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Priority Lien Agent any payment received by it and then in connection with its possession or under its direct control in respect of any Disposition of, or collection on, such Collateral upon securing Priority Liens and shall promptly turn any such Collateral then held by it over to the enforcement Priority Lien Agent, in each case, for application in accordance with Section 6.01 to the extent 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 Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Notwithstanding anything contained herein to the contrary, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents. (ii) The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Third Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the Collateral under any Third Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, at any time following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, to the extent Second Lien Obligations are secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust for the Second Lien Collateral Trustee and forthwith transferred the other Second Lien Secured Parties and transfer such Collateral, proceeds or paid over payment, as the case may be, to the Second Lien Collateral Agent for Trustee as promptly as practicable. Furthermore, at any time following the benefit Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee, shall, at the Grantors’ expense, promptly send written notice to the Second Lien Collateral Trustee upon receipt of such Collateral, proceeds or payment by any Third Lien Secured Parties Party, and, within three (3) Business Days after receipt of such Collateral, proceeds or payment (or such later date as consented to by the Second Lien Agent), shall deliver such Collateral, proceeds or payment to the Second Lien Collateral Trustee, in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After The Second Lien Collateral Trustee is hereby authorized to make any such endorsements as agent for the Discharge Third Lien Collateral Trustee or any other Third Lien Secured Party. The Third Lien Collateral Trustee, for itself and on behalf of First 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 Second Lien Obligations has occurred previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Second Lien Collateral Trustee any payment received by it and then in its possession or under its direct control in respect of any such Collateral securing Second Lien Obligations and shall promptly turn any such Collateral then held by it over to the Second Lien Collateral Trustee, in each case, for application in accordance with Section 6.01 to the extent 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 Second Lien Obligations occursObligations. All Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Notwithstanding anything contained herein to the contrary, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Second Lien Documents and as to which the possession or receipt thereof by the Third Lien Note Holders hereby appoints Collateral Trustee or any other Third Lien Secured Party is otherwise permitted by 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 Third Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (a) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the The Second Lien Collateral Agent or any Agent, for itself and on behalf of each other Second Lien Secured Party, or Third Lien Collateral Agent or hereby agrees that if any other Third Second Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in connection with respect of any Disposition ofCollateral, or collection on, such Collateral upon the enforcement or pursuant to the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the Collateral under any Second Lien Security Document 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 Priority Lien Obligations secured by such Collateral, then it shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of Priority Lien Agent and the First other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, the 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 Priority Lien Agent upon receipt of proceeds or payment in respect to such Collateral and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall, to the extent consistent with Section 6.01(a), deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First The Priority Lien Obligations occurs, each of Agent is hereby authorized to make any such endorsements as agent for the Second Lien Note Holders and the Third Lien Collateral Note Holders 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 Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent or any other Third Second Lien Secured Party in connection with Party. The Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that if, at any Disposition oftime, it obtains written notice from the Priority Lien Agent that all or collection on, such Collateral upon the enforcement or the exercise part of any right or remedy (including any right of setoff) payment with respect to any Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will, to the Collateral, or in connection extent consistent with any insurance policy claim or any condemnation award (or deed in lieu of condemnationSection 6.01(a), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid promptly pay over to the Second Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral Agent for and shall, to the benefit of extent consistent with Section 6.01(a), promptly turn any such Collateral then held by it over to the Second Priority Lien Secured Parties Agent, and the provisions set forth in the same form this Agreement will be reinstated as receivedif such payment had not been made, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After the Discharge of First Lien Obligations has occurred and until the Discharge of Priority Lien Obligations. All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by this Agreement or the Priority Lien Obligations occurs, Documents and as to which the Third Lien Note Holders hereby appoints possession or receipt thereof by the Second Lien Collateral Agent, and Agent or any officer or agent of the other Second Lien Collateral AgentSecured Party, with full power of substitution, is otherwise permitted by this Agreement and the attorney-in-fact of each Third Priority Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (a) So long as the Discharge of First Priority Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof or payment with respect thereto (together with assets assets, property or proceeds subject to Liens referred to in the final sentence of Section 2.032.4), received by each of the Second Parity Junior Lien Collateral Agent or any other Second holder of Parity Junior Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party Obligations 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), ) or otherwise with respect to the Collateral, in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Priority Lien Collateral Agent for the benefit of the First holders of Priority Lien Secured Parties Obligations in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Priority Lien Obligations occurs, each of the Second Lien Note Holders and the Third Parity Junior Lien Collateral Note Holders Agent, for itself and on behalf of each other holder of Parity Junior Lien Obligations, hereby appoints the First Priority Lien Collateral Agent, and any officer officer, agent or agent other designee of the First Priority Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, such Person for the purpose of carrying out the provisions of this Section 4.02 2.11 and taking any action and executing any instrument that the First Priority Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.022.11, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust 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. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders 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 Third Lien Note Holder 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 irrevocable and coupled with an interest.

Payment Over. (a) So long as The Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, hereby agrees that if any Second Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document 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 First Priority Lien Obligations has not occurredsecured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or any payment in trust for the Priority Lien Agent and the other Priority Lien Secured Parties and transfer such Collateral, proceeds thereof (together with assets or proceeds subject payment, as the case may be, to Liens referred to in the final sentence of Section 2.03)Priority Lien Agent as promptly as practicable. Furthermore, received by each of the Second Lien Collateral Agent shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any Second Lien Secured Party and within three (3) days of such receipt, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements, or as court of competent jurisdiction may otherwise direct. The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Agent or any other Second Lien Secured Party. The Second Lien Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that if, at any time, it obtains written notice that all or Third part of any payment with respect to any Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral and shall promptly turn any such Collateral then held by it over to the 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 Priority Lien Obligations. All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or is otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral 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. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders 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 Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received permitted by the Third Priority Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust 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. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders 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 Third Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (a) So long as The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby agrees that if any Second Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to any rights or remedies with respect to the Collateral under any 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 First Priority Lien Obligations has not occurredsecured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or payment in trust for the Priority Lien Agent and the other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, the Second Lien Collateral Agent shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any Second Lien Secured Party and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds thereof (together with assets or proceeds subject payment to Liens referred to the Priority Lien Agent in the final sentence same form as received, with any necessary endorsements, or as court of Section 2.03), received by each of competent jurisdiction may otherwise direct. The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Agent or any other Second Lien Secured Party. The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party agrees that if, at any time, it obtains written notice that all or Third part of any payment with respect to any Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral and shall promptly turn Active.18117613.5 any such Collateral then held by it over to the 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 Priority Lien Obligations. All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or is otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral 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. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders 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 Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received permitted by the Third Priority Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust 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. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders 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 Third Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (a) So long as the Discharge The Subordinated Collateral Trustee, for itself and on behalf of First Lien Obligations has not occurred, each other Subordinated Secured Party hereby agrees that if any Subordinated Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment or distribution or in respect of any Collateral, or any proceeds thereof (together with assets or proceeds subject pursuant to Liens referred to in the final sentence of Section 2.03), received by each of the Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the Collateral under any Subordinated Security Document 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 Priority Lien Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of Priority Lien Agent and the First other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, the Subordinated Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by it or the Subordinated Notes Trustee or, to the extent it has knowledge, by any other Subordinated Secured Party and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, the applicable Subordinated Secured Party shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Discharge Subordinated Collateral Trustee or any other Subordinated Secured Party. The Subordinated Collateral Trustee, for itself and on behalf of First each other Subordinated Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Priority Lien Obligations occurspreviously made shall be rescinded for any reason whatsoever, each it will promptly pay over to the Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of the Second Lien Note Holders and the Third any such Priority Lien Collateral Note Holders hereby appoints and shall promptly turn any such Collateral then held by it over to the First Priority 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 Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to set forth in the final sentence of Section 2.03), received by the Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall will be segregated and held in trust 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 reinstated as receivedif such payment had not been made, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Priority Lien Obligations occursObligations. All Subordinated Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the Third Lien Note Holders hereby appoints priorities set forth in this Agreement. Anything contained herein to the Second Lien Collateral Agentcontrary notwithstanding, and any officer or agent of the Second Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Third Lien Note Holder for the purpose of carrying out the provisions of this Section 4.02 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and taking as to which the possession or receipt thereof by the Subordinated Collateral Trustee or any action and executing any instrument that other Subordinated Secured Party is otherwise permitted by the Second Priority Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestDocuments.

Payment Over. (a) So long as Unless and until the Discharge of First Lien Priority Obligations has not occurred, whether or not any payment Insolvency or distribution Liquidation Proceeding has been commenced by or against any Collateralof the Credit Parties, or any proceeds Collateral and any Proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the Second Lien Collateral Agent or any other Second Lien Secured PartyAgent, or the Third Lien Collateral Agent or any other Second Lien Secured Party or Third 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 against the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement Agreement, shall be segregated and held in trust for the benefit of and forthwith transferred or paid over to the First Lien Collateral 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. Until the Discharge of The First Lien Obligations occurs, each of Collateral Agent is hereby authorized to make any such endorsements as agent for the Second Lien Note Holders and the Third Lien Collateral Note Holders 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 Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent or any other such Second Lien Secured Party or Third Lien Secured Party. This authorization is coupled with an interest and is irrevocable. After the Discharge of First Lien Priority Obligations has occurred, unless and until the Discharge of Second Lien Priority Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Credit Parties, any Collateral and Proceeds thereof received by the First Lien Collateral Agent, the Third Lien Collateral Agent or any First Lien Secured Party or Third 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 against the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement Agreement, shall be segregated and held in trust for the benefit of 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. The Second Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the First 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. (b) After the Discharge of First Lien Priority Obligations has occurred and the Discharge of Second Lien Priority Obligations has occurred, unless and until the Discharge of Second Excess First Lien Obligations occurshas occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Third Lien Note Holders hereby appoints Credit Parties, any Collateral and 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 segregated and held in trust for the benefit of and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties in the same form as received, with any officer necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral Agent is hereby authorized to make any such endorsements as agent of for the Second Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Third Lien Note Holder Collateral Agent or any such First Lien Secured Party or Third Lien Secured Party. This authorization is coupled with an interest and is irrevocable. (c) From and after the Discharge of First Lien Obligations unless and until the Discharge of Excess Second Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Credit Parties, any Collateral and Proceeds thereof received by any Third Lien Representative or any 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 purpose benefit of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that 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 deem necessary otherwise direct. The Second Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Third Lien Collateral Agent or advisable to accomplish the purposes of this Section 4.02, which appointment any such Third Lien Secured Party. This authorization is irrevocable and coupled with an interestinterest and is irrevocable.

Payment Over. (ai) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each Each of the Second Lien Collateral Agent or any Trustee, for itself and on behalf of each other Second Lien Secured Party, or and the Third Lien Collateral Agent or any Trustee, for itself and on behalf of each other Third Lien Secured Party Party, hereby agrees that if it shall obtain possession of any Collateral or shall realize any proceeds or payment in connection with respect of any Disposition ofCollateral, or collection on, such Collateral upon the enforcement or pursuant to the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the Collateral under any Second Lien Security Document or 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 Priority Lien Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of Priority Lien Agent and the First other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, the Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Discharge of First Second Lien Obligations occursCollateral Trustee, each any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Note Holders Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Note Holders hereby appoints 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 Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the First Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral and shall promptly turn any such Collateral then held by it over to the Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment bad not been made, until the Discharge of Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any officer proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or agent of receipt thereof by the First Second Lien Collateral AgentTrustee, with full power of substitutionany other Second Lien Secured Party, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note HolderCollateral Trustee or any other Third Lien Secured Party, respectivelyas applicable, for is otherwise permitted by the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Priority Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestDocuments. (bii) After The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Third Lien Security Document 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 following the Discharge of First Priority Lien Obligations has occurred and so long as but prior to the Discharge of Second Lien Obligations has not occurredsecured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or any proceeds thereof (together with assets or proceeds subject to Liens referred to payment in trust for the final sentence of Section 2.03), received by the Third Second Lien Collateral Agent or any Trustee and the other Third Second Lien Secured Party in connection with any Disposition of, or collection on, Parties and transfer such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation)payment, or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over as the case may be, to the Second Lien Collateral Agent for the benefit of Trustee reasonably promptly after obtaining written notice from the Second Lien Secured Parties that it has possession of such Collateral or proceeds or payments in respect thereof. Furthermore, the Third Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Second Lien Collateral Trustee upon receipt of such Collateral, proceeds or payment and if directed by the Second Lien Collateral Trustee within five (5) days after receipt by the Second Lien Collateral Trustee of such written notice, shall deliver such Collateral, proceeds or payment to the Second Lien Collateral Trustee in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After The Second Lien Collateral Trustee is hereby authorized to make any such endorsements as agent for the Discharge Third Lien Collateral Trustee or any other Third Lien Secured Party. The Third Lien Collateral Trustee, for itself and on behalf of First 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 Second Lien Obligations has occurred previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Second Lien Collateral Trustee any payment received by it and then in its possession or under its direct control in respect of any such Second Lien Collateral and shall promptly turn any such Collateral then held by it over to the Second Lien Collateral Trustee, and the provisions set forth in this Agreement will be reinstated as if such payment bad not been made, until the Discharge of Second Lien Obligations occursObligations. All Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Second Lien Documents and as to which the possession or receipt thereof by the Third Lien Note Holders hereby appoints Collateral Trustee or any other Third Lien Secured Party is otherwise permitted by 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 Third Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (ai) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each Each of the Second Lien Collateral Agent or any Agent, for itself and on behalf of each other Second Lien Secured Party, or and the Third Lien Collateral Agent or any Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral or shall realize any proceeds or payment in connection with respect of any Disposition ofCollateral, or collection on, such Collateral upon the enforcement or pursuant to the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the Collateral under any Second Lien Security Document or 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, at any time prior to the Discharge of Priority Lien Obligations, to the extent such Priority Liens Obligations are secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of Priority Lien Agent and the First other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, each of the Second Lien Agent and the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any Second Lien Secured Party or Third Lien Secured Party, as applicable, and within five (5) 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 Priority Lien Agent), shall deliver such Collateral, proceeds or payment to the Priority Lien Agent, in the same form as received, together with any necessary endorsementsendorsements reasonably requested by the Priority Lien Agent, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First The Priority Lien Obligations occurs, each of Agent is hereby authorized to make any such endorsements as agent for the Second Lien Note Holders and Agent, any other Second Lien Secured Party, the Third Lien Collateral Note Holders 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 Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent Trustee or any other Third Lien Secured Party Party, as applicable. Each of the Second Lien Agent, for itself and on behalf of each other Second Lien Secured 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 Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Priority Lien Agent any payment received by it and then in connection with its possession or under its direct control in respect of any Disposition of, or collection on, such Collateral upon securing Priority Liens and shall promptly turn any such Collateral then held by it over to the enforcement Priority Lien Agent, in each case, for application in accordance with Section 6.01 to the extent 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 Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Notwithstanding anything contained herein to the contrary, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Agent, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents. (ii) The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Third Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the Collateral under any Third Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, at any time following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, to the extent Second Lien Obligations are secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust for the Second Lien Agent and forthwith transferred the other Second Lien Secured Parties and transfer such Collateral, proceeds or paid over payment, as the case may be, to the Second Lien Agent as promptly as practicable. Furthermore, at any time following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Agent for Trustee, shall, at the benefit of Grantors’ expense, promptly send written notice to the Second Lien Agent upon receipt of such Collateral, proceeds or payment by any Third Lien Secured Parties Party, and, within five (5) Business Days after receipt of such Collateral, proceeds or payment (or such later date as consented to in writing by the Second Lien Agent), shall deliver such Collateral, proceeds or payment to the Second Lien Agent, in the same form as received, together with any necessary endorsementsendorsements reasonably requested by the Second Lien Agent, or as a court of competent jurisdiction may otherwise direct. After The Second Lien Agent is hereby authorized to make any such endorsements as agent for the Discharge Third Lien Collateral Trustee or any other Third Lien Secured Party. The Third Lien Collateral Trustee, for itself and on behalf of First 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 Second Lien Obligations has occurred previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Second Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Collateral securing Second Lien Obligations and shall promptly turn any such Collateral then held by it over to the Second Lien Agent, in each case, for application in accordance with Section 6.01 to the extent 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 Second Lien Obligations occursObligations. All Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Notwithstanding anything contained herein to the contrary, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Second Lien Documents and as to which the possession or receipt thereof by the Third Lien Note Holders hereby appoints Collateral Trustee or any other Third Lien Secured Party is otherwise permitted by 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 Third Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (a) So long as The Second-Out Agent, for itself and on behalf of each other Second-Out Secured Party, hereby agrees that if any 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 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 First Lien First-Out Obligations has secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds or payment in trust for the First-Out Agent and the other First-Out Secured Parties and transfer such Shared Collateral, Proceeds or payment, as the case may be, to the First-Out Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Second-Out Secured Parties to receive the payments of principal, interest, fees and other amounts under the Second-Out Documents so long as such payment is not occurredthe result of any exercise of remedies by any Second-Out Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Second-Out Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), Proceeds received by each any of the Second Lien Collateral Agent or any other Second Lien Second-Out Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party Parties in connection with any Disposition of, Insolvency or collection on, such Collateral upon Liquidation Proceeding shall be deemed to be the enforcement or the result of an exercise of any right or remedy (including any right of setoff) with respect remedies. Furthermore, the Second-Out Agent shall, at the Grantors’ expense, promptly send written notice to the First-Out Agent upon receipt of such Shared Collateral, Proceeds or in connection with payment not permitted hereunder by any insurance policy claim Second-Out Secured Party and if directed by the First-Out Agent within five (5) days after receipt by the First-Out Agent of such written notice, shall deliver such Shared Collateral, Proceeds or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over payment to the First Lien Collateral First-Out 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. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders The First- Out Agent is hereby appoints the First Lien Collateral Agent, and authorized to make any officer or such endorsements as agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Second-Out Agent or any other Third Lien Second-Out Secured Party. The Second-Out Agent, for itself and on behalf of each other Second-Out Secured Party in connection with agrees that if, at any Disposition oftime, it obtains written notice that all or collection on, such Collateral upon the enforcement or the exercise part of any right or remedy (including any right of setoff) payment with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement First-Out Obligations previously made shall be segregated and held in trust and forthwith transferred or paid rescinded for any reason whatsoever, it will promptly pay over to the Second Lien First-Out Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its possession or under its direct control in respect of any such First-Out Collateral Agent for and shall promptly turn any such Shared Collateral then held by it over to the benefit of First-Out Agent, and the Second Lien Secured Parties provisions set forth in the same form this Agreement will be reinstated as receivedif such payment had not been made, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occursFirst-Out Obligations. All Second-Out Liens will remain attached to and enforceable against all Proceeds so held or remitted, subject to the Third Lien Note Holders hereby appoints priorities set forth in this Agreement. At any time prior to the Second Lien Collateral Agentcommencement of an Insolvency or Liquidation Proceeding, and any officer or agent of anything contained herein to the Second Lien Collateral Agentcontrary notwithstanding, with full power of substitution, the attorney-in-fact of each Third Lien Note Holder for the purpose of carrying out the provisions of this Section 4.02 3.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the First-Out Documents and taking as to which the possession or receipt thereof by the Second-Out Agent or any action and executing any instrument that other Second-Out Secured Party is otherwise permitted by the Second Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestFirst-Out Documents.

Payment Over. (ai) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each Each of the Second Lien Collateral Agent or any Trustee, for itself and on behalf of each other Second Lien Secured Party, or and, subject to the provisions of Section 3.05(c)(ii), the Third Lien Collateral Agent or any Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral or shall realize any proceeds or payment in connection with respect of any Disposition ofCollateral, or collection on, such Collateral upon the enforcement or pursuant to the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the CollateralCollateral under any Second Lien Security Document or Third Lien Security Document, as applicable, or by the exercise of any rights available to it under applicable law or in connection with any insurance policy claim Insolvency or any condemnation award (or deed in lieu of condemnation)Liquidation Proceeding, or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First extent permitted hereunder, at any time prior to, in the case of (i) the Second Lien Collateral Agent for Trustee and the benefit of the First Second Lien Secured Parties the Discharge of 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 Collateral, then it shall hold such Collateral, proceeds or payment in trust for the Priority Lien Agent and the other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, the Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral 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, subject to the provisions of Section 3.05(c)(ii), to the Third Lien Secured Party, as applicable, proceeds or payment and if directed by the Priority Lien Agent within ten (10) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Discharge of First Second Lien Obligations occursCollateral Trustee, each any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Note Holders Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and subject to the provisions of Section 3.05(c)(ii), to the Third Lien Collateral Note Holders hereby appoints 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 Priority Lien Obligations (other than, in the First 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 Priority Lien Agent any payment received by it and then in its possession or under its control in respect of any such Priority Lien Collateral and shall promptly turn any such Collateral then held by it over to the 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 Priority Lien Obligations or the Complete Discharge of Priority Lien Obligations, as applicable. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(c) shall not apply to any officer proceeds of Collateral realized in a transaction not prohibited by this Agreement or agent of the First Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral AgentTrustee, with full power of substitutionany other Second Lien Secured Party, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note HolderCollateral Trustee or any other Third Lien Secured Party, respectivelyas applicable, for is otherwise permitted by this Agreement or the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Priority Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestDocuments. (bii) After The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Third Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Third Lien Security Document 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 following the Discharge of First Priority Lien Obligations has occurred and so long as but prior to the Discharge of Second Lien Obligations has not occurredsecured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or any proceeds thereof (together with assets or proceeds subject to Liens referred to payment in trust for the final sentence of Section 2.03), received by the Third Second Lien Collateral Agent or any Trustee and the other Third Second Lien Secured Party in connection with any Disposition of, or collection on, Parties and transfer such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation)payment, or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over as the case may be, to the Second Lien Collateral Agent for the benefit of Trustee reasonably promptly after obtaining written notice from the Second Lien Secured Parties that it has possession of such Collateral or proceeds or payments in respect thereof. Furthermore, at any time following Discharge of Priority Lien Obligations but prior to Discharge of Second Lien Obligations the Third Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Second Lien Collateral Trustee upon receipt of such Collateral by any Third Lien Secured Party, proceeds or payment and if directed by the Second Lien Collateral Trustee within ten (10) days after receipt by the Second Lien Collateral Trustee of such written notice, shall deliver such Collateral, proceeds or payment to the Second Lien Collateral Trustee in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After The Second Lien Collateral Trustee is hereby authorized to make any such endorsements as agent for the Discharge Third Lien Collateral Trustee or any other Third Lien Secured Party. The Third Lien Collateral Trustee, for itself and on behalf of First 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 Second Lien Obligations has occurred previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Second Lien Collateral Trustee any payment received by it and then in its possession or under its control in respect of any such Second Lien Collateral and shall promptly turn any such Collateral then held by it over to the Second Lien Collateral Trustee, and the provisions set forth in this Agreement will be reinstated as if such payment bad not been made, until the Discharge of Second Lien Obligations occursObligations. All Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(c) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by this Agreement or the Second Lien Documents and as to which the possession or receipt thereof by the Third Lien Note Holders hereby appoints Collateral Trustee or any other Third Lien Secured Party is otherwise permitted by this Agreement or 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 Third Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (a) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the The Second Lien Collateral Agent or any Trustee, for itself and on behalf of each other Second Lien Secured Party, or Third Lien Collateral Agent or hereby agrees that if any other Third Second Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in connection with respect of any Disposition ofCollateral, pursuant to any Second Lien Security Document, or collection on, such Collateral upon the enforcement or by the exercise of any right rights available to it under applicable law or remedy (including in any right Insolvency or Liquidation Proceeding or through any other exercise of setoff) with respect remedies at any time prior to the Discharge of Priority Lien Obligations then such Second Lien Secured Party shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of Priority Lien Agent and the First other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, the Second Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by the Second Lien Collateral Trustee and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First The Priority Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders Agent is hereby appoints the First Lien Collateral Agent, and authorized to make any officer or such endorsements as agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the Second Lien Collateral Agent for the benefit of the Trustee or any other Second Lien Secured Parties in the same form as receivedParty. The Second Lien Collateral Trustee, together for itself and on behalf of each other 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 necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After the Discharge of First Priority Lien Obligations has occurred previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral and shall promptly turn any such Collateral then held by it over to the 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 Priority Lien Obligations. All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Obligations occurs, Documents and as to which the Third Lien Note Holders hereby appoints possession or receipt thereof by the Second Lien Collateral Agent, and Trustee or any officer or agent of the other Second Lien Collateral Agent, with full power of substitution, Secured Party is otherwise permitted by the attorney-in-fact of each Third Priority Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (ai) So long Each of the Second Lien Collateral Trustee, for itself and on behalf of each other 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 Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or 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 First Priority Lien Obligations has not occurred, any payment or distribution or any then it shall hold such Collateral, proceeds or any payment in trust for the Priority Lien Agent and the other Priority Lien Secured Parties and transfer such Collateral, proceeds thereof (together with assets or proceeds subject payment, as the case may be, to Liens referred to in the final sentence of Section 2.03)Priority Lien Agent as promptly as practicable. Furthermore, received by each of the Second Lien Collateral Trustee and the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any other Second Lien Secured Party or Third Lien Secured Party, as applicable, and if directed by the Priority Lien Agent after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or Third Lien Collateral Agent or any other Third 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 payment to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Priority Lien Collateral 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. Until The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Discharge of First Second Lien Obligations occursCollateral Trustee, each any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Note Holders Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Note Holders hereby appoints 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 Priority Lien Obligations previously made may be rescinded, returned or disgorged for any reason whatsoever, it will promptly pay over to the First Priority Lien Agent any payment received by it in respect of any such Collateral securing Priority Liens and shall promptly turn any such Collateral over to the 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 Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Notwithstanding anything contained herein to the contrary, this Section 3.05(b) shall not apply to any officer proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or agent of receipt thereof by the First Second Lien Collateral AgentTrustee, with full power of substitutionany other Second Lien Secured Party, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note HolderCollateral Trustee or any other Third Lien Secured Party, respectivelyas applicable, for is otherwise permitted by the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Priority Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestDocuments. (bii) After The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Third Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Third Lien Security Document 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 following the Discharge of First Priority Lien Obligations has occurred and so long as but prior to the Discharge of Second Lien Obligations has not occurredsecured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or any proceeds thereof (together with assets or proceeds subject to Liens referred to payment in trust for the final sentence of Section 2.03), received by the Third Second Lien Collateral Agent or any Trustee and the other Third Second Lien Secured Party in connection with any Disposition of, or collection on, Parties and transfer such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation)payment, or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over as the case may be, to the Second Lien Collateral Agent for Trustee as soon as practicable. Furthermore, the benefit of Third Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Second Lien Collateral Trustee upon receipt of such Collateral, proceeds or payment by any Third Lien Secured Parties Party, and if directed by the Second Lien Collateral Trustee after receipt by the Second Lien Collateral Trustee of such written notice, shall deliver such Collateral, proceeds or payment to the Second Lien Collateral Trustee in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After The Second Lien Collateral Trustee is hereby authorized to make any such endorsements as agent for the Discharge Third Lien Collateral Trustee or any other Third Lien Secured Party. The Third Lien Collateral Trustee, for itself and on behalf of First 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 Second Lien Obligations has occurred previously made may be rescinded, returned or disgorged for any reason whatsoever, it will promptly pay over to the Second Lien Collateral Trustee any payment received by it and then in its possession or under its direct control in respect of any such Collateral then held by it securing Second Lien Obligations and shall promptly turn any such Collateral over to the Second Lien Collateral Trustee, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Second Lien Obligations occursObligations. All Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Notwithstanding anything contained herein to the contrary, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Second Lien Documents and as to which the possession or receipt thereof by the Third Lien Note Holders hereby appoints Collateral Trustee or any other Third Lien Secured Party is otherwise permitted by 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 Third Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (a) So long as Until the Senior Discharge of First Lien Obligations has not occurredDate, each Indenture Secured Party (other than the Indenture Agent) hereby agrees that any payment or distribution or any Collateral, Credit Facility Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final penultimate sentence of Section 2.03), ) received directly or indirectly by each of the Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien such Indenture 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Intercreditor Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Administrative Agent for the benefit of the First Lien Credit 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 of First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitutionDate, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, for the purpose of carrying out the provisions of this Section 4.02 and taking Indenture Agent hereby agrees that any action and executing any instrument that the First Lien Credit Facility Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final penultimate sentence of Section 2.03), ) received directly or indirectly by the Third Lien Collateral Indenture Agent or any other Third Lien Secured Party (w) in connection with any Disposition of, or collection on, such Credit Facility Collateral upon the enforcement or the exercise of any right or remedy Enforcement Action, (including any right of setoffx) with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) or (y) as contemplated under Sections 2.03, 3.02, 3.05, 6.01 or 6.02 (whether as a matter of law or otherwise), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the Second Lien Collateral Administrative Agent for the benefit of the Second Lien Credit Facility Secured Parties in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After In the Discharge event of First Lien Obligations has occurred and until the Discharge failure of Second Lien Obligations occursthe Indenture Agent or any Indenture Secured Party to make any such endorsement or assignment to the Administrative Agent within two (2) Business Days after receipt of written request therefor from the Administrative Agent, the Third Lien Note Holders Administrative Agent and any of its officers or agents are hereby irrevocably authorized to make such endorsement or assignment and the Indenture Agent hereby irrevocably appoints the Second Lien Collateral Agent, and any officer or agent Administrative Agent as the lawful attorney in fact of the Second Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Third Lien Note Holder Indenture Agent and Indenture Secured Parties solely for the purpose of carrying out enabling the provisions Administrative Agent to make such endorsement or assignment in the name of the Indenture Agent or any Indenture Secured Party. (b) Each Credit Facility Secured Party hereby agrees that any Indenture Exclusive Collateral or any proceeds thereof received directly or indirectly by such Credit Facility Secured Parties in contravention of this Section 4.02 Intercreditor Agreement shall be segregated and taking held in trust and forthwith transferred or paid over to the Indenture Agent for the benefit of the Indenture Secured Parties in the same form as received, together with any action necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Administrative Agent hereby agrees that any Indenture Exclusive Collateral or any proceeds thereof received directly or indirectly by the Administrative Agent (x) in connection with any Disposition of, or collection on, such Indenture Exclusive Collateral upon any Enforcement Action or (y) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and executing held in trust and forthwith transferred or paid over to the Indenture Agent for the benefit of the Indenture Secured Parties in the same form as received, together with any instrument that necessary endorsements, or as a court of competent jurisdiction may otherwise direct. In the Second Lien Collateral event of the failure of the Administrative Agent may deem necessary or advisable any other Credit Facility Secured Parties to accomplish make any such endorsement or assignment to the purposes Indenture Agent within two (2) Business Days after receipt of this Section 4.02written request therefor from the Indenture Agent, which appointment is irrevocable the Indenture Agent and coupled with an interestany of its officers or agents are hereby irrevocably authorized to make such endorsement or assignment and the Administrative Agent hereby irrevocably appoints the Indenture Agent as the lawful attorney in fact of the Administrative Agent and the Credit Facility Secured Parties solely for the purpose of enabling the Indenture Agent to make such endorsement or assignment in the name of the Administrative Agent or any Credit Facility Secured Party.

Payment Over. (a%4) So long Each of the Second Lien Collateral Trustee, for itself and on behalf of each other 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 Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or 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 First Priority Lien Obligations has not occurredsecured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or any payment in trust for the Priority Lien Agent and the other Priority Lien Secured Parties and transfer such Collateral, proceeds thereof (together with assets or proceeds subject payment, as the case may be, to Liens referred to in the final sentence of Section 2.03)Priority Lien Agent as promptly as practicable. Furthermore, received by each of the Second Lien Collateral Trustee and the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any other Second Lien Secured Party or Third Lien Secured Party, as applicable, and within three (3) Business Days of such receipt, shall deliver such Collateral, proceeds or Third Lien Collateral Agent or any other Third 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 payment to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Priority Lien Collateral 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. Until the Discharge of First The Priority Lien Obligations occurs, each of Agent is hereby authorized to make any such endorsements as agent for the Second Lien Note Holders and Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Note Holders 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 Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent Trustee or any other Third Lien Secured Party in connection with any Disposition ofParty, 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust 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 directapplicable. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders hereby appoints the Second Lien Collateral Agent, and any officer or agent Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured 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 Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral and shall promptly turn any such Collateral then held by it over to the Priority Lien Agent, with full power of substitution, the attorney-in-fact of each Third Lien Note Holder for the purpose of carrying out and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 4.02 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and taking any action and executing any instrument that as to which the possession or receipt thereof by the Second Lien Collateral Agent may deem necessary Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or advisable to accomplish any other Third Lien Secured Party, as applicable, is otherwise permitted by the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestPriority Lien Documents.

Payment Over. (a) So long as The Second-Out Agent, for itself and on behalf of each other Second-Out Secured Party, hereby agrees that if any 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 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 First Lien First-Out Obligations has secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds or payment in trust for the First-Out Agent and the other First-Out Secured Parties and transfer such Shared Collateral, Proceeds or payment, as the case may be, to the First-Out Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Second-Out Secured Parties to receive the payments of principal, interest, fees and other amounts under the Second-Out Documents so long as such payment is not occurredthe result of any exercise of remedies by any Second-Out Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Second-Out Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), Proceeds received by each any of the Second Lien Collateral Agent or any other Second Lien Second-Out Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party Parties in connection with any Disposition of, Insolvency or collection on, such Collateral upon Liquidation Proceeding shall be deemed to be the enforcement or the result of an exercise of any right or remedy (including any right of setoff) with respect remedies. Furthermore, the Second-Out Agent shall, at the Grantors’ expense, promptly send written notice to the First-Out Agent upon receipt of such Shared Collateral, Proceeds or in connection with payment not permitted hereunder by any insurance policy claim Second-Out Secured Party and if directed by the First-Out Agent within five (5) days after receipt by the First-Out Agent of such written notice, shall deliver such Shared Collateral, Proceeds or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over payment to the First Lien Collateral First-Out 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. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders The First-Out Agent is hereby appoints the First Lien Collateral Agent, and authorized to make any officer or such endorsements as agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Second-Out Agent or any other Third Lien Second-Out Secured Party. The Second-Out Agent, for itself and on behalf of each other Second-Out Secured Party in connection with agrees that if, at any Disposition oftime, 19560366.30 it obtains written notice that all or collection on, such Collateral upon the enforcement or the exercise part of any right or remedy (including any right of setoff) payment with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement First-Out Obligations previously made shall be segregated and held in trust and forthwith transferred or paid rescinded for any reason whatsoever, it will promptly pay over to the Second Lien First-Out Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its possession or under its direct control in respect of any such First-Out Collateral Agent for and shall promptly turn any such Shared Collateral then held by it over to the benefit of First-Out Agent, and the Second Lien Secured Parties provisions set forth in the same form this Agreement will be reinstated as receivedif such payment had not been made, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occursFirst-Out Obligations. All Second-Out Liens will remain attached to and enforceable against all Proceeds so held or remitted, subject to the Third Lien Note Holders hereby appoints priorities set forth in this Agreement. At any time prior to the Second Lien Collateral Agentcommencement of an Insolvency or Liquidation Proceeding, and any officer or agent of anything contained herein to the Second Lien Collateral Agentcontrary notwithstanding, with full power of substitution, the attorney-in-fact of each Third Lien Note Holder for the purpose of carrying out the provisions of this Section 4.02 3.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the First-Out Documents and taking as to which the possession or receipt thereof by the Second-Out Agent or any action and executing any instrument that other Second-Out Secured Party is otherwise permitted by the Second Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestFirst-Out Documents.

Payment Over. (a) So long as the Discharge The Junior Lien Representative, for itself and on behalf of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the Second Lien Collateral Agent or any other Second Junior Lien Secured Party, or Third Lien Collateral Agent or hereby agrees that if any other Third Junior Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in connection with respect of any Disposition ofCollateral, or collection on, such Collateral upon the enforcement or pursuant to the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the Collateral under any Junior Lien Security Document, 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 Priority Lien Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of Priority Lien Agent and the First other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, the Junior Lien Representative shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any Junior Lien Secured Party and within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Junior Lien Representative or any other Junior Lien Secured Party. The Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any 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 Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral and shall promptly turn any such Collateral then held by it over to the 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 First Priority Lien Obligations occursObligations. All Junior Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Junior Lien Representative or any other Junior Lien Secured Party is otherwise permitted by the Priority Lien Documents. The Junior Lien Representative, for itself and on behalf of each of the Second other Junior Lien Note Holders and the Third Lien Collateral Note Holders Secured Party, hereby appoints the First Priority Lien Collateral Agent, and any officer or agent of the First Priority Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Junior Lien Note Holder and Third Lien Note Holder, respectively, Secured Party for the limited purpose of carrying out the provisions of this Section 4.02 3.05(b) and taking any action and executing any instrument that the First Priority Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.023.05(b), which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust 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. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders 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 Third Lien Note Holder 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 irrevocable and coupled with an interest.

Payment Over. (a) So long as The Second-Out Agent, for itself and on behalf of each other Second-Out Secured Party, hereby agrees that if any 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 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 First Lien First-Out Obligations has secured, or intended to be secured, by such Shared Collateral, then it shall hold such Shared Collateral, Proceeds or payment in trust for the First-Out Agent and the other First-Out Secured Parties and transfer such Shared Collateral, Proceeds or payment, as the case may be, to the First-Out Agent as promptly as practicable; provided that nothing herein shall limit the rights of the Second-Out Secured Parties to receive the payments of principal, interest, fees and other amounts under the Second-Out Documents so long as such payment is not occurredthe result of any exercise of remedies by any Second-Out Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Second-Out Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), Proceeds received by each any of the Second Lien Collateral Agent or any other Second Lien Second-Out Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party Parties in connection with any Disposition of, Insolvency or collection on, such Collateral upon Liquidation Proceeding shall be deemed to be the enforcement or the result of an exercise of any right or remedy (including any right of setoff) with respect remedies. Furthermore, the Second-Out Agent shall, at the Grantors’ expense, promptly send written notice to the First-Out Agent upon receipt of such Shared Collateral, Proceeds or in connection with payment not permitted hereunder by any insurance policy claim Second-Out Secured Party and if directed by the First-Out Agent within five (5) days after receipt by the First-Out Agent of such written notice, shall deliver such Shared Collateral, Proceeds or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over payment to the First Lien Collateral First-Out 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. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders The First-Out Agent is hereby appoints the First Lien Collateral Agent, and authorized to make any officer or such endorsements as agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Second-Out Agent or any other Third Lien Second-Out Secured Party. The Second-Out Agent, for itself and on behalf of each other Second-Out Secured Party in connection with agrees that if, at any Disposition oftime, it obtains written notice that all or collection on, such Collateral upon the enforcement or the exercise part of any right or remedy (including any right of setoff) payment with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement First-Out Obligations previously made shall be segregated and held in trust and forthwith transferred or paid rescinded for any reason whatsoever, it will promptly pay over to the Second Lien First-Out Agent any such Shared Collateral, Proceeds or payment not permitted hereunder received by it and then in its possession or under its direct control in respect of any such First- Out Collateral Agent for and shall promptly turn any such Shared Collateral then held by it over to the benefit of First-Out Agent, and the Second Lien Secured Parties provisions set forth in the same form this Agreement will be reinstated as receivedif such payment had not been made, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occursFirst-Out Obligations. All Second-Out Liens will remain attached to and enforceable against all Proceeds so held or remitted, subject to the Third Lien Note Holders hereby appoints priorities set forth in this Agreement. At any time prior to the Second Lien Collateral Agentcommencement of an Insolvency or Liquidation Proceeding, and any officer or agent of anything contained herein to the Second Lien Collateral Agentcontrary notwithstanding, with full power of substitution, the attorney-in-fact of each Third Lien Note Holder for the purpose of carrying out the provisions of this Section 4.02 3.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the First-Out Documents and taking as to which the possession or receipt thereof by the Second-Out Agent or any action and executing any instrument that other Second-Out Secured Party is otherwise permitted by the Second Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestFirst-Out Documents.

Payment Over. (ai) So long Each of the Second Lien Collateral Agent, 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 Third Lien Secured Party, hereby agrees that if any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or 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 First Priority Lien Obligations has not occurred, any payment or distribution or any secured by such Collateral, then it shall hold such Collateral, proceeds or any payment in trust for the Priority Lien Agent and the other Priority Lien Secured Parties and transfer such Collateral, proceeds thereof (together with assets or proceeds subject payment, as the case may be, to Liens referred to in the final sentence of Section 2.03)Priority Lien Agent as promptly as practicable. Furthermore, received by each of the Second Lien Collateral Agent or the Third Lien Collateral Agent, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral by any Second Lien Secured Party or Third Lien Secured Party, as applicable, proceeds or payment and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall, to the extent consistent with Section 6.01(a), deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements, or as court of competent jurisdiction may otherwise direct. The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Agent, any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party Party, as applicable. Each of the Second Lien Collateral Agent, 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 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 Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will, to the extent consistent with Section 6.01(a), promptly pay over to the Priority Lien Agent any payment received by it and then in connection its possession or under its direct control in respect of any such Priority Lien Collateral and shall, to the extent consistent with Section 6.01(a), promptly turn any Disposition of, or collection on, such Collateral upon then held by it over to the enforcement 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 Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Agent, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents. (ii) The Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Third Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the Collateral under any Third Lien Security Document 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 following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to for the First Second Lien Collateral Agent for and the benefit of the First other Second Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Second Lien Collateral Agent as promptly as practicable. Furthermore, the Third Lien Collateral Agent shall, at the Grantors’ expense, promptly send written notice to the Second Lien Collateral Agent upon receipt of such Collateral by any Third Lien Secured Party, proceeds or payment and if directed by the Second Lien Collateral Agent within five (5) days after receipt by the Second Lien Collateral Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Second Lien Collateral Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations occurs, each of the The Second Lien Note Holders and Collateral Agent is hereby authorized to make any such endorsements as agent for the Third Lien Collateral Note Holders hereby appoints Agent or any other Third Lien Secured Party. 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 Second Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the First Second Lien Collateral Agent any payment received by it and then in its possession or under its direct control in respect of any such Second Lien Collateral and shall promptly turn any such Collateral then held by it over to the Second 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 Second Lien Note Holder and Third Lien Note Holder, respectively, for the purpose of carrying out the provisions of set forth in this Section 4.02 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 4.02Agreement will be reinstated as if such payment had not been made, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as until the Discharge of Second Lien Obligations has Obligations. All Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not occurred, any payment or distribution or any Collateral, or apply to any proceeds of Collateral realized in a transaction not prohibited by the Second Lien Documents and as to which the possession or receipt thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or is otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to permitted by 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. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders 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 Third Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (a) So long as With respect to the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or Collateral and any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03)thereof, received by each of the Second Lien Collateral Agent or any Agent, each other Second Lien Secured Party, or the Third Lien Collateral Agent or any and each other Third Lien Secured Party hereby agrees that if it shall obtain possession of any First Lien Obligations Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Second Lien Security Document or Third Lien Security Document, as applicable, in connection with the taking of any Disposition ofSecond Lien Permitted Actions or Third Lien Permitted Actions, as applicable, or collection on, such Collateral upon the enforcement or by the exercise of any right rights available to it under applicable law or remedy in any bankruptcy, insolvency or similar 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 right agreement subordinating any Liens on the First Lien Obligations Collateral to the Second Liens or Third Liens, as applicable), in each case, at any time prior to the First Lien Obligations Payment Date, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, then it shall hold such Collateral, proceeds or payment in trust for the First Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the First Lien Collateral Agent. Each Second Lien Secured Party and Third Lien Secured Party agrees that if, at any time, all or part of setoff) any payment with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement First Lien Obligations previously made shall be segregated and held in trust and forthwith transferred or paid rescinded for any reason whatsoever, such Second Lien Secured Party and/or Third Lien Secured Party shall promptly pay over to the First Lien Collateral Agent for the benefit any payment received by it in respect 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. Until the Discharge of First Lien Obligations occurs, each of the Second Collateral and shall promptly turn any First Lien Note Holders and the Third Lien Obligations Collateral Note Holders hereby appoints then held by it over to the First Lien Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the payment and satisfaction in LEGAL_US_E # 147945921.11 full of the 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). Until 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 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 agent of the First Lien Collateral Agent, with full power of substitution, the as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of each the Second Lien Note Holder and Collateral Agent, any such Second Lien Secured Party, the Third Lien Note HolderCollateral Agent or any such Third Lien Secured Party or in the First Lien Collateral Agent’s own name, respectivelyfrom time to time in the First Lien Collateral Agent’s discretion, for the purpose of carrying out the provisions terms of this Section 4.02 7.01, to take any and taking any all appropriate action and executing to execute any instrument that the First Lien Collateral Agent and all documents and instruments which may deem be necessary or advisable to accomplish the purposes of this Section 4.027.01, which appointment including any endorsements or other instruments of transfer or release. This power is irrevocable and coupled with an interestinterest and is irrevocable until the First Lien Obligations Payment Date occurs. (b) After With respect to the Discharge of First Lien Obligations has occurred Collateral and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03)thereof, received by the Third Lien Collateral Agent or any and each other Third Lien Secured Party hereby agrees that if it shall obtain possession of any Second Lien Obligations Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Third Lien Security Document, in connection with the taking of any Disposition ofThird Lien Permitted Actions, or collection on, such Collateral upon the enforcement or by the exercise of any right rights available to it under applicable law or remedy in any bankruptcy, insolvency or similar proceeding or otherwise, or shall receive any Second Lien Obligations Collateral or proceeds of Second Lien Obligations Collateral, or any payment on account thereof (including under any right agreement subordinating any Liens on the Second Lien Obligations Collateral to the Third Liens), in each case, at any time after the First Lien Obligations Payment Date and prior to the Second Lien Obligations Payment Date, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, then it shall hold such Collateral, proceeds or payment in trust for the Second Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Second Lien Collateral Agent. Each Third Lien Secured Party agrees that if, at any time after the First Lien Obligations Payment Date has occurred, all or part of setoff) any payment with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement Second Lien Obligations previously made shall be segregated and held in trust and forthwith transferred or paid rescinded for any reason whatsoever, such Third Lien Secured Party shall promptly pay over to the Second Lien Collateral Agent for the benefit any payment received by it in respect 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. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Collateral and shall promptly turn any Second Lien Note Holders hereby appoints Obligations Collateral then held by it over to the Second Lien Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the payment and satisfaction in full of the Second Lien Obligations (other than contingent indemnification obligations related to any which claim that has not been asserted or is the subject of an investigation). Until the Second Lien Obligations Payment Date occurs, the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, hereby irrevocably constitutes and appoints the Second Lien Collateral Agent and any officer or agent of the Second Lien Collateral Agent, with full power of substitution, the as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of each the Third Lien Note Holder Collateral Agent or any such Third Lien Secured Party or in the Second Lien Collateral Agent’s own name, from time to time in the Second Lien Collateral Agent’s discretion, for the purpose of carrying out the provisions terms of this Section 4.02 7.01, to take any and taking any all appropriate action and executing to execute any instrument that the Second Lien Collateral Agent and all documents and instruments which may deem be necessary or advisable to accomplish the purposes of this Section 4.027.01, which appointment including any endorsements or other instruments of transfer or release. This power is irrevocable and coupled with an interestinterest and is irrevocable until the Second Lien Obligations Payment Date occurs.

Payment Over. (a) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03)thereof, received by each of the Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in each case, in respect of any Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties for application against the First Lien Obligations in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Note Holders Collateral Agent, for itself and the Third on behalf of each other Second Lien Collateral Note Holders 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 Second Lien Note Holder and Third Lien Note Holder, respectively, Secured Party for the limited purpose of carrying out the provisions of this Section 4.02 4.02(a) and taking any action and executing any instrument that the First Lien Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Section 4.024.02(a), which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, Any Indenture Exclusive Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third First Lien Collateral Agent or any other Third First Lien Secured Party in connection with any Disposition of, or collection on, such Indenture Exclusive Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Indenture Exclusive Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in each case, in respect of any Indenture Exclusive Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties for application against the Indenture Obligations in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After Until the Discharge of Indenture Obligations have been paid in full in cash, the First Lien Obligations has occurred Collateral Agent, for itself and until the Discharge on behalf of Second each other First Lien Obligations occursSecured Party, the Third Lien Note Holders 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 Third First Lien Note Holder Secured Party for the limited purpose of carrying out the provisions of this Section 4.02 4.02(b) and taking any action and executing any instrument that the Second Lien Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Section 4.024.02(b), which appointment is irrevocable and coupled with an interest.

Payment Over. (ai) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each Each of the Second Lien Collateral Agent or any Trustee, for itself and on behalf of each other Second Lien Secured Party, or and the Third Lien Collateral Agent or any Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral or shall realize any proceeds or payment in connection with respect of any Disposition ofCollateral, or collection on, such Collateral upon the enforcement or pursuant to the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the Collateral under any Second Lien Security Document or 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 Priority Lien Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of Priority Lien Agent and the First other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, the Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral by any Second Lien Secured Party or Third Lien Secured Party, as applicable, proceeds or payment and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Discharge of First Second Lien Obligations occursCollateral Trustee, each any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Note Holders Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Note Holders hereby appoints 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 Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the First Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral and shall promptly turn any such Collateral then held by it over to the Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment bad not been made, until the Discharge of Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any officer proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or agent of receipt thereof by the First Second Lien Collateral AgentTrustee, with full power of substitutionany other Second Lien Secured Party, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note HolderCollateral Trustee or any other Third Lien Secured Party, respectivelyas applicable, for is otherwise permitted by the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Priority Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestDocuments. (bii) After The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Third Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Third Lien Security Document 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 following the Discharge of First Priority Lien Obligations has occurred and so long as but prior to the Discharge of Second Lien Obligations has not occurredsecured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or any proceeds thereof (together with assets or proceeds subject to Liens referred to payment in trust for the final sentence of Section 2.03), received by the Third Second Lien Collateral Agent or any Trustee and the other Third Second Lien Secured Party in connection with any Disposition of, or collection on, Parties and transfer such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation)payment, or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over as the case may be, to the Second Lien Collateral Agent for the benefit of Trustee reasonably promptly after obtaining written notice from the Second Lien Secured Parties that it has possession of such Collateral or proceeds or payments in respect thereof. Furthermore, the Third Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Second Lien Collateral Trustee upon receipt of such Collateral by any Third Lien Secured Party, proceeds or payment and if directed by the Second Lien Collateral Trustee within five (5) days after receipt by the Second Lien Collateral Trustee of such written notice, shall deliver such Collateral, proceeds or payment to the Second Lien Collateral Trustee in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After The Second Lien Collateral Trustee is hereby authorized to make any such endorsements as agent for the Discharge Third Lien Collateral Trustee or any other Third Lien Secured Party. The Third Lien Collateral Trustee, for itself and on behalf of First 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 Second Lien Obligations has occurred previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Second Lien Collateral Trustee any payment received by it and then in its possession or under its direct control in respect of any such Second Lien Collateral and shall promptly turn any such Collateral then held by it over to the Second Lien Collateral Trustee, and the provisions set forth in this Agreement will be reinstated as if such payment bad not been made, until the Discharge of Second Lien Obligations occursObligations. All Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Second Lien Documents and as to which the possession or receipt thereof by the Third Lien Note Holders hereby appoints Collateral Trustee or any other Third Lien Secured Party is otherwise permitted by 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 Third Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (a) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the The Second Lien Collateral Agent or any Trustee, for itself and on behalf of each other Second Lien Secured Party, hereby agrees that if it shall obtain possession of any Collateral or Third shall realize any proceeds or payment in respect of any Collateral, pursuant to any Second Lien Collateral Agent Security Document or any other Third Lien Secured Party in connection with any Disposition of, or collection on, such Collateral upon the enforcement or by the exercise of any right rights available to it under applicable law or remedy (including in any right Insolvency or Liquidation Proceeding or through any other exercise of setoff) with respect remedies, at any time prior to the Discharge of Priority Lien Obligations, then it shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of Priority Lien Agent and the First other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent reasonably promptly after obtaining written notice from the Priority Lien Secured Parties that it has possession of such Collateral or proceeds or payments in respect thereof. Furthermore, the Second Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First The Priority Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders Agent is hereby appoints the First Lien Collateral Agent, and authorized to make any officer or such endorsements as agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the Second Lien Collateral Agent for the benefit of the Trustee or any other Second Lien Secured Parties in the same form as receivedParty. The Second Lien Collateral Trustee, together for itself and on behalf of each other 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 necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After the Discharge of First Priority Lien Obligations has occurred previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral and shall promptly turn any such Collateral then held by it over to the 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 Priority Lien Obligations. All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Obligations occurs, Documents and as to which the Third Lien Note Holders hereby appoints possession or receipt thereof by the Second Lien Collateral Agent, and Trustee or any officer or agent of the other Second Lien Collateral Agent, with full power of substitution, Secured Party is otherwise permitted by the attorney-in-fact of each Third Priority Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (ai) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each Each of the Second Lien Collateral Agent or any Trustee, for itself and on behalf of each other Second Lien Secured Party, or and, subject to the provisions of Section 3.05(c)(ii), the Third Lien Collateral Agent or any Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral or shall realize any proceeds or payment in connection with respect of any Disposition ofCollateral, or collection on, such Collateral upon the enforcement or pursuant to the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the CollateralCollateral under any Second Lien Security Document or Third Lien Security Document, as applicable, or by the exercise of any rights available to it under applicable law or in connection with any insurance policy claim Insolvency or any condemnation award (or deed in lieu of condemnation)Liquidation Proceeding, or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First extent permitted hereunder, at any time prior to, in the case of (i) the Second Lien Collateral Agent for Trustee and the benefit of the First Second Lien Secured Parties the Discharge of 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 Collateral, then it shall hold such Collateral, proceeds or payment in trust for the Priority Lien Agent and the other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, the Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral 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, subject to the provisions of Section 3.05(c)(ii), to the Third Lien Secured Party, as applicable, proceeds or payment and if directed by the Priority Lien Agent within ten (10) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First The Priority Lien Obligations occurs, each of Agent is hereby authorized to make any such endorsements as agent for the Second Lien Note Holders and Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Note Holders 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 Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent Trustee or any other Third Lien Secured Party in connection with any Disposition ofParty, 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust 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 directapplicable. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders hereby appoints the Second Lien Collateral Agent, and any officer or agent Each of the Second Lien Collateral AgentTrustee, with full power of substitution, the attorney-in-fact for itself and on behalf of each Third other Second Lien Note Holder for the purpose of carrying out Secured Party, and subject to the provisions of this Section 4.02 3.05(c)(ii), to the Third Lien Collateral Trustee, for itself and taking on behalf of each other Third Lien Secured Party, agrees that if, at any action and executing time, it obtains written notice that all or part of any instrument that payment with respect to any 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 Priority Lien Agent may deem necessary any payment received by it and then in its possession or advisable under its control in respect of any such Priority Lien Collateral and shall promptly turn any such Collateral then held by it over to accomplish the purposes 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 Priority Lien Obligations or the Complete Discharge of Priority Lien Obligations, as applicable. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 4.023.05(c) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by this Agreement or the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee, which appointment any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable, is irrevocable and coupled with an interestotherwise permitted by this Agreement or the Priority Lien Documents.

Payment Over. (a) So long as Unless and until the Discharge of First Lien Obligations (other than Excess First Lien Obligations) has not occurredoccurred (irrespective of whether any Bankruptcy/Liquidation Proceeding has been commenced by or against any Obligor), any payment or distribution or any Collateral, or any proceeds thereof (together with thereof, including assets or proceeds subject to Liens referred to in the final sentence of Section 2.032.1(e), Section 2.9 or Section 2.11, received by each of the any Second Lien Collateral Agent Representative or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third 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 an Enforcement Action (including any right of setoffas defined in Schedule 1) with respect to the CollateralCollateral by any Second Lien Representative or Second Lien Secured Party, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to, or with respect to the Liens referenced in this clause (a) forthwith assigned to, the Designated First Lien Collateral Agent Representative for the benefit of the First Lien Secured Parties in the same form as received, together with any necessary endorsements, endorsements or as a court of competent jurisdiction may otherwise direct. Until the Discharge of The Designated First Lien Obligations occurs, each of Representative is hereby authorized to make any such endorsements as agent for the Second Lien Note Holders Secured Parties and this authorization is coupled with an interest and is irrevocable until the Third Lien Collateral Note Holders hereby appoints the First Lien Collateral Agent, and any officer or agent Discharge of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, for the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the Obligations (other than Excess First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestObligations). (b) After Unless and until the Discharge of the First Lien Obligations (other than Excess First Lien Obligations) has occurred occurred, if an Obligor (or any of its assets) is the subject of a Bankruptcy/Liquidation Proceeding and so long as if any distribution (other than a distribution on account of an unsecured claim of a Second Lien Representative or Second Lien Secured Party) is received by a Second Lien Representative or Second Lien Secured Party on account of their Second Lien Secured Claims in connection with such Bankruptcy/Liquidation Proceeding (unless such distribution is made under a confirmed Plan of Reorganization or liquidation of such Obligor that is accepted by the requisite affirmative vote of all classes composed solely of the secured claims of the First Lien Secured Parties or otherwise provides for the Discharge of Second the First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03other than Excess First Lien Obligations)), received by the Third Lien Collateral Agent or any other Third Lien Secured Party in connection with any Disposition of, or collection on, then such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement distribution shall be segregated and held in trust and forthwith transferred or paid over to the Second Designated First Lien Collateral Agent Representative for the benefit of the Second First Lien Secured Parties in the same form as received, together with any necessary endorsements, endorsements or as a court of competent jurisdiction may otherwise direct. After For the Discharge avoidance of First Lien Obligations has occurred doubt, unless and until the Discharge of the First Lien Obligations (other than Excess First Lien Obligations) has occurred, each Second Lien Obligations occursRepresentative and Second Lien Secured Party shall be required to turn over to the Designated First Lien Representative and the Designated First Lien Representative shall be entitled to apply (or, in the Third case of non-cash proceeds, hold) in accordance with Section 7.2 any cash or non-cash distribution (other than a non- cash distribution on account of an unsecured claim of a Second Lien Note Holders hereby appoints Representative or Second Lien Secured Party) received by the Second Lien Secured Parties on account of their Second Lien Secured Claims pursuant to a confirmed Plan of Reorganization or liquidation of an Obligor (unless such distribution is made under a confirmed Plan of Reorganization or liquidation of such Obligor that is accepted by the requisite affirmative vote of all classes composed solely of the secured claims of the First Lien Secured Parties or otherwise provides for the Discharge of the First Lien Obligations (other than Excess First Lien Obligations) irrespective of whether such Plan of Reorganization (or any final non-appealable order by a court of competent jurisdiction in respect thereof) purports to find that the distribution to the First Lien Secured Parties pays the First Lien Obligations in full. The Designated First Lien Representative (or a First Lien Collateral Agent, and Agent on its behalf) is hereby authorized to make any officer or such endorsements as agent of for the Second Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Third Lien Note Holder for the purpose of carrying out the provisions of Secured Parties and 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 authorization is irrevocable and coupled with an interestinterest and is irrevocable until the Discharge of the First Lien Obligations (other than Excess First Lien Obligations).

Payment Over. (a) So long as the Discharge EXXI hereby agrees that if it shall obtain possession of First Lien Obligations has not occurred, any Collateral or shall realize any proceeds or payment or distribution or in respect of any Collateral, or pursuant to any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the Second Lien Collateral Agent Security Document or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party in connection with any Disposition of, or collection on, such Collateral upon the enforcement or by the exercise of any right rights available to it under applicable law or remedy (including in any right Insolvency or Liquidation Proceeding or through any other exercise of setoff) with respect remedies, to the extent permitted hereunder, at any time prior to the Discharge of Priority Lien Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of Priority Lien Agent and the First other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, EXXI shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge The Priority Lien Agent is hereby authorized to make any such endorsements as agent for EXXI. EXXI agrees that if, at any time, it obtains written notice that all or part of First any payment with respect to any Priority Lien Obligations occurspreviously made shall be rescinded for any reason whatsoever, each it will promptly pay over to the Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of the Second Lien Note Holders and the Third any such Priority Lien Collateral Note Holders hereby appoints and shall promptly turn any such Collateral then held by it over to the First Priority 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 Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to set forth in the final sentence of Section 2.03), received by the Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall will be segregated and held in trust 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 reinstated as receivedif such payment bad not been made, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After the Discharge of First Lien Obligations has occurred and until the Discharge of Priority Lien Obligations. All Second Lien Obligations occursLiens will remain attached to and enforceable against all proceeds so held or remitted, subject to the Third Lien Note Holders hereby appoints priorities set forth in this Agreement. Anything contained herein to the Second Lien Collateral Agentcontrary notwithstanding, and any officer or agent of the Second Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Third Lien Note Holder for the purpose of carrying out the provisions of this Section 4.02 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and taking any action and executing any instrument that as to which the Second possession or receipt thereof by EXXI is otherwise permitted by the Priority Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestDocuments.

Payment Over. (ai) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each Each of the Second Lien Collateral Agent or any Trustee, for itself and on behalf of each other Second Lien Secured Party, or and the Third Lien Collateral Agent or any Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral or shall realize any proceeds or payment in connection with respect of any Disposition ofCollateral, or collection on, such Collateral upon the enforcement or pursuant to the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the Collateral under any Second Lien Security Document or 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 Priority Lien Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of Priority Lien Agent and the First other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, the Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any Second Lien Secured Party or Third Lien Secured Party, as applicable, and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Discharge of First Second Lien Obligations occursCollateral Trustee, each any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Note Holders Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Note Holders hereby appoints 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 Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the First Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral and shall promptly turn any such Collateral then held by it over to the 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 Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Notwithstanding anything contained herein to the contrary, this Section 3.05(b) shall not apply to any officer proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or agent of receipt thereof by the First Second Lien Collateral AgentTrustee, with full power of substitutionany other Second Lien Secured Party, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note HolderCollateral Trustee or any other Third Lien Secured Party, respectivelyas applicable, for is otherwise permitted by the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Priority Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestDocuments. (bii) After The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Third Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Third Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding at any time following the Discharge of First Priority Lien Obligations has occurred and so long as but prior to the Discharge of Second Lien Obligations has not occurredsecured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or any proceeds thereof (together with assets or proceeds subject to Liens referred to payment in trust for the final sentence of Section 2.03), received by the Third Second Lien Collateral Agent or any Trustee and the other Third Second Lien Secured Party in connection with any Disposition of, or collection on, Parties and transfer such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation)payment, or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over as the case may be, to the Second Lien Collateral Agent for Trustee reasonably promptly after obtaining the benefit of written notice described in the next sentence. Furthermore, the Third Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Second Lien Collateral Trustee upon receipt of such Collateral, proceeds or payment by any Third Lien Secured Parties Party, and if directed by the Second Lien Collateral Trustee within five (5) days after receipt by the Second Lien Collateral Trustee of such written notice, shall deliver such Collateral, proceeds or payment to the Second Lien Collateral Trustee in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After The Second Lien Collateral Trustee is hereby authorized to make any such endorsements as agent for the Discharge Third Lien Collateral Trustee or any other Third Lien Secured Party. The Third Lien Collateral Trustee, for itself and on behalf of First 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 Second Lien Obligations has occurred previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Second Lien Collateral Trustee any payment received by it and then in its possession or under its direct control in respect of any such Second Lien Collateral and shall promptly turn any such Collateral then held by it over to the Second Lien Collateral Trustee, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Second Lien Obligations occursObligations. All Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Notwithstanding anything contained herein to the contrary, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Second Lien Documents and as to which the possession or receipt thereof by the Third Lien Note Holders hereby appoints Collateral Trustee or any other Third Lien Secured Party is otherwise permitted by 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 Third Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (ai) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each Each of the Second Lien Collateral Agent or any Trustee, for itself and on behalf of each other Second Lien Secured Party, or and the Third Lien Collateral Agent or any Agent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral or shall realize any proceeds or payment in connection with respect of any Disposition ofCollateral (or any Second Lien Secured Party or Third Lien Secured Party shall receive any distribution of cash, property, or collection ondebt or equity securities in full or partial satisfaction or waiver of any of its claims against any Grantor in any Insolvency or Liquidation Proceeding), such Collateral upon the enforcement or pursuant to the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the Collateral under any Second Lien Security Document or 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, at any time prior to the Discharge of Priority Lien Obligations secured by such Collateral, then it shall hold such Collateral, proceeds, distribution or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of Priority Lien Agent and the First other Priority Lien Secured Parties and transfer such Collateral, proceeds, distributions or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, the Second Lien Collateral Trustee or the Third Lien Collateral Agent, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral by any Second Lien Secured Party or Third Lien Secured Party, as applicable, proceeds or payment and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall, to the extent consistent with Section 6.01(a), deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First The Priority Lien Obligations occurs, each of Agent is hereby authorized to make any such endorsements as agent for the Second Lien Note Holders and the Third Lien Collateral Note Holders hereby appoints the First Lien Collateral AgentTrustee, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each other Second Lien Note Holder and Third Lien Note HolderSecured Party, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent or any other Third Lien Secured Party, as applicable. 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 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 Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will, to the extent consistent with Section 6.01(a), promptly pay over to the Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral and shall, to the extent consistent with Section 6.01(a), promptly turn any such Collateral then held by it over to the 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 Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Notwithstanding anything to the contrary contained herein, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents. (ii) The Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Third Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in connection with respect of any Disposition ofCollateral (or shall receive any distribution of cash, property, or collection ondebt or equity securities in full or partial satisfaction or waiver of any of its claims against any Grantor in any Insolvency or Liquidation Proceeding), such Collateral upon the enforcement or pursuant to the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the Collateral under any Third Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, at any time following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds, distribution or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust for the Second Lien Collateral Trustee and forthwith transferred the other Second Lien Secured Parties and transfer such Collateral, proceeds, distribution or paid over payment, as the case may be, to the Second Lien Collateral Trustee as promptly as practicable. Furthermore, the Third Lien Collateral Agent for shall, at the benefit of Grantors’ expense, promptly send written notice to the Second Lien Collateral Trustee upon receipt of such Collateral by any Third Lien Secured Parties Party, proceeds or payment and if directed by the Second Lien Collateral Trustee within five (5) days after receipt by the Second Lien Collateral Trustee of such written notice, shall deliver such Collateral, proceeds or payment to the Second Lien Collateral Trustee in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After The Second Lien Collateral Trustee is hereby authorized to make any such endorsements as agent for the Discharge Third Lien Collateral Agent or any other Third Lien Secured Party. The Third Lien Collateral Agent, for itself and on behalf of First 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 Second Lien Obligations has occurred previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Second Lien Collateral Trustee any payment received by it and then in its possession or under its direct control in respect of any such Second Lien Collateral and shall promptly turn any such Collateral then held by it over to the Second Lien Collateral Trustee, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Second Lien Obligations occursObligations. All Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the Third Lien Note Holders 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 Third Lien Note Holder for the purpose of carrying out the provisions of priorities set forth in 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 irrevocable and coupled with an interestAgreement.

Payment Over. (a) So long as The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby agrees that if any Second Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document, 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 First Priority Lien Obligations has not occurredsecured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or payment in trust for the Priority Lien Agent and the other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, the Second Lien Collateral Agent shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral by any Second Lien Secured Party, proceeds thereof or payment and if directed by the Priority Lien Agent within five (together with assets 5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or proceeds subject payment to Liens referred to the Priority Lien Agent in the final sentence same form as received, with any necessary endorsements, or as court of Section 2.03), received by each of competent jurisdiction may otherwise direct. The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Agent or any other Second Lien Secured Party. The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that if, at any time, it obtains written notice that all or Third part of any payment with respect to any 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 Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral and shall promptly turn any such Collateral then held by it over to the 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 Priority Lien Obligations. All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or is otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral 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. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders 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 Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received permitted by the Third Priority Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust 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. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders 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 Third Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (ai) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each Each of the Second Lien Collateral Agent or any Trustee, for itself and on behalf of each other Second Lien Secured Party, or and the Third Lien Collateral Agent or any Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral or shall realize any proceeds or payment in connection with respect of any Disposition ofCollateral, or collection on, such Collateral upon the enforcement or pursuant to the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the Collateral under any Second Lien Security Document or 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 Priority Lien Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of Priority Lien Agent and the First other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, prior to the 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 Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any Second Lien Secured Party or Third Lien Secured Party, as applicable, and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Discharge of First Second Lien Obligations occursCollateral Trustee, each any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Note Holders Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Note Holders hereby appoints 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 Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will reasonably promptly pay over to the First Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral and shall reasonably promptly turn any such Collateral then held by it over to the 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 Priority Lien Obligations. All Second Liens and all Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any officer proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or agent of receipt thereof by the First Second Lien Collateral AgentTrustee, with full power of substitutionany other Second Lien Secured Party, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note HolderCollateral Trustee or any other Third Lien Secured Party, respectivelyas applicable, for is otherwise permitted by the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Priority Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestDocuments. (bii) After The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Third Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Third Lien Security Document 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 following the Discharge of First Priority Lien Obligations has occurred and so long as but prior to the Discharge of Second Lien Obligations has not occurredsecured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or any proceeds thereof (together with assets or proceeds subject to Liens referred to payment in trust for the final sentence of Section 2.03), received by the Third Second Lien Collateral Agent or any Trustee and the other Third Second Lien Secured Party in connection with any Disposition of, or collection on, Parties and transfer such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation)payment, or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over as the case may be, to the Second Lien Collateral Agent for Trustee reasonably as promptly as practical. Furthermore, at any time following the benefit Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Second Lien Collateral Trustee upon receipt of such Collateral, proceeds or payment by any Third Lien Secured Parties Party, and if directed by the Second Lien Collateral Trustee within five (5) days after receipt by the Second Lien Collateral Trustee of such written notice, shall deliver such Collateral, proceeds or payment to the Second Lien Collateral Trustee in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After The Second Lien Collateral Trustee is hereby authorized to make any such endorsements as agent for the Discharge Third Lien Collateral Trustee or any other Third Lien Secured Party. The Third Lien Collateral Trustee, for itself and on behalf of First 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 Second Lien Obligations has occurred previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Second Lien Collateral Trustee any payment received by it and then in its possession or under its direct control in respect of any such Second Lien Collateral and shall promptly turn any such Collateral then held by it over to the Second Lien Collateral Trustee, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Second Lien Obligations occursObligations. All Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Second Lien Documents and as to which the possession or receipt thereof by the Third Lien Note Holders hereby appoints Collateral Trustee or any other Third Lien Secured Party is otherwise permitted by 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 Third Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (a) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the The Second Lien Collateral Agent or any Trustee, for itself and on behalf of each other Second Lien Secured Party, hereby agrees that if it shall obtain possession of any Collateral or Third shall realize any proceeds or payment in respect of any Collateral, pursuant to any Second Lien Collateral Agent Security Document or any other Third Lien Secured Party in connection with any Disposition of, or collection on, such Collateral upon the enforcement or by the exercise of any right rights available to it under applicable law or remedy (including in any right Insolvency or Liquidation Proceeding or through any other exercise of setoff) with respect remedies, at any time prior to the Discharge of Priority Lien Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust for the Priority Lien Agent and forthwith transferred or paid over the other Priority Lien Secured Parties. Furthermore, the Second Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the First Priority Lien Collateral Agent for upon receipt of such Collateral, proceeds or payment and if directed by the benefit Priority Lien Agent within thirty (30) days after receipt by the Priority Lien Agent of such written notice, shall promptly deliver such Collateral, proceeds or payment to the First Priority Lien Secured Parties Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Trustee or any other Second Lien Secured Party. The Second Lien Collateral Trustee, for itself and on behalf of each other 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 Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral and shall promptly turn any such Collateral then held by it over to the 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 First Priority Lien Obligations occursObligations. All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, each subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Note Holders and Collateral Trustee or any other Second Lien Secured Party is otherwise permitted by the Third Priority Lien Documents. Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by Second Lien Collateral Note Holders hereby appoints the First Trustee or any Second Lien Collateral Agent, and Representative or any officer or agent other Second Lien Secured Party of the First Lien Collateral Agent, with full power required payments of substitution, the attorney-in-fact of each Second Lien Note Holder interest and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge principal in respect of Second Lien Obligations has not occurred(and fees, any payment or distribution expenses and indemnities payable to the Second Lien Collateral Trustee or any Collateral, Second Lien Representative pursuant to the Second Lien Documents) so long as such receipt is not the direct or any proceeds thereof (together with assets or proceeds subject to Liens referred to in indirect result of the final sentence of Section 2.03), received exercise by the Third Second Lien Collateral Agent Trustee or any other Third Second Lien Secured Party in connection with any Disposition of, of rights or collection on, such Collateral upon the enforcement or the exercise of any right or remedy remedies as a secured creditor (including any right of setoffset off) with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise enforcement in contravention of this Agreement shall be segregated and of any Lien held in trust and forthwith transferred or paid over to the Second Lien Collateral Agent for the benefit by any 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. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders 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 Third Lien Note Holder 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 irrevocable and coupled with an interestthem.

Payment Over. (a) So long as the Discharge of First Lien Obligations Priority Claims has not occurred, any payment or distribution or any Collateral, Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.032.03(a), ) received by each of the Second Lien Collateral Priority Agent or any other Second Lien Priority Secured Party, Party or the Third Lien Collateral Priority Agent or any other Third Lien Priority 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Priority Agent for the benefit of the First Lien Priority 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 Discharge of First Lien Obligations Priority Claims occurs, each of the Second Lien Note Holders Priority Agent, for itself and on behalf of each other Second Priority Secured Party, and the Third Lien Collateral Note Holders Priority Agent, for itself and on behalf of each other Third Priority Secured Party hereby appoints the First Lien Collateral Priority Agent, and any officer or agent of the First Lien Collateral Priority Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder Priority Secured Party and each Third Lien Note Holder, respectively, Priority Secured Party for the purpose of carrying out the provisions of this Section 4.02 4.02(a) and taking any action and executing any instrument that the First Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 4.024.02(a), which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so (i) So long as the Discharge of First Priority Claims has occurred and the Discharge of Second Lien Obligations Priority Claims has not occurred, any payment or distribution or any Collateral, Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.032.03(b), ) received by the Third Lien Collateral Priority Agent or any other Third Lien Priority 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the Second Lien Collateral Priority Agent for the benefit of the Second Lien Priority Secured Parties in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After the Discharge of First Lien Obligations has occurred and until Until the Discharge of Second Lien Obligations Priority Claims occurs, the Third Lien Note Holders Priority Agent, for itself and on behalf of each other Third Priority Secured Party hereby appoints the Second Lien Collateral Priority Agent, and any officer or agent of the Second Lien Collateral Priority Agent, with full power of substitution, the attorney-in-fact of each Third Lien Note Holder Priority Secured Party for the purpose of carrying out the provisions of this Section 4.02 4.02(b) and taking any action and executing any instrument that the Second Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 4.024.02(b), which appointment is irrevocable and coupled with an interest.

Payment Over. (ai) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each Each of the Second Lien Collateral Agent or any Trustee, for itself and on behalf of each other Second Lien Secured Party, or and the Third Lien Collateral Agent or any Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral or shall realize or obtain any proceeds or payment in connection with respect of any Disposition ofCollateral, or collection on, such Collateral upon the enforcement or pursuant to the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the Collateral under any Second Lien Security Document or 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, at any time prior to the Discharge of Priority Lien Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of Priority Lien Agent and the First other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, the Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any Second Lien Secured Party or Third Lien Secured Party, as applicable, and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Discharge of First Second Lien Obligations occursCollateral Trustee, each any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Note Holders Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Note Holders hereby appoints 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 Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the First Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral and shall promptly turn any such Collateral then held by it over to the Priority Lien Agent, and any officer or agent the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of the First Priority Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Obligations. All Second Lien Note Holder Liens and Third Lien Note HolderLiens will remain attached to and enforceable against all proceeds so held or remitted, respectively, for subject to the purpose of carrying out the provisions of priorities set forth in this Section 4.02 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 4.02, which appointment is irrevocable and coupled with an interestAgreement. (bii) After The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Third Lien Secured Party shall obtain possession of any Collateral or shall realize or obtain any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Third Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, at any time following the Discharge of First Priority Lien Obligations has occurred and so long as but prior to the Discharge of Second Lien Obligations has not occurredsecured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or any proceeds thereof (together with assets or proceeds subject to Liens referred to payment in trust for the final sentence of Section 2.03), received by the Third Second Lien Collateral Agent or any Trustee and the other Third Second Lien Secured Party in connection with any Disposition of, or collection on, Parties and transfer such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation)payment, or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over as the case may be, to the Second Lien Collateral Agent for Trustee as promptly as practicable. Furthermore, the benefit of Third Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Second Lien Collateral Trustee upon receipt of such Collateral, proceeds or payment by any Third Lien Secured Parties Party, and if directed by the Second Lien Collateral Trustee within five (5) days after receipt by the Second Lien Collateral Trustee of such written notice, shall deliver such Collateral, proceeds or payment to the Second Lien Collateral Trustee in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After The Second Lien Collateral Trustee is hereby authorized to make any such endorsements as agent for the Discharge Third Lien Collateral Trustee or any other Third Lien Secured Party. The Third Lien Collateral Trustee, for itself and on behalf of First 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 Second Lien Obligations has occurred previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Second Lien Collateral Trustee any payment received by it and then in its possession or under its direct control in respect of any such Second Lien Collateral and shall promptly turn any such Collateral then held by it over to the Second Lien Collateral Trustee, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Second Lien Obligations occursObligations. All Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the Third Lien Note Holders 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 Third Lien Note Holder for the purpose of carrying out the provisions of priorities set forth in 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 irrevocable and coupled with an interestAgreement.

Payment Over. (ai) So long Each of the Second Lien Collateral Trustee, for itself and on behalf of each other 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 Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or 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 First Priority Lien Obligations has not occurredsecured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or any payment in trust for the Priority Lien Agent and the other Priority Lien Secured Parties and transfer such Collateral, proceeds thereof (together with assets or proceeds subject payment, as the case may be, to Liens referred to in the final sentence of Section 2.03)Priority Lien Agent as promptly as practicable. Furthermore, received by each of the Second Lien Collateral Trustee and the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any other Second Lien Secured Party or Third Lien Secured Party, as applicable, and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or Third Lien Collateral Agent or any other Third 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 payment to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Priority Lien Collateral 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. Until The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Discharge of First Second Lien Obligations occursCollateral Trustee, each any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Note Holders Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Note Holders hereby appoints 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 Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the First Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Collateral securing Priority Liens and shall promptly turn any such Collateral then held by it over to the 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 Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Notwithstanding anything contained herein to the contrary, this Section 3.05(b) shall not apply to any officer proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or agent of receipt thereof by the First Second Lien Collateral AgentTrustee, with full power of substitutionany other Second Lien Secured Party, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note HolderCollateral Trustee or any other Third Lien Secured Party, respectivelyas applicable, for is otherwise permitted by the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Priority Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestDocuments. (bii) After The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Third Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Third Lien Security Document 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 following the Discharge of First Priority Lien Obligations has occurred and so long as but prior to the Discharge of Second Lien Obligations has not occurredsecured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or any proceeds thereof (together with assets or proceeds subject to Liens referred to payment in trust for the final sentence of Section 2.03), received by the Third Second Lien Collateral Agent or any Trustee and the other Third Second Lien Secured Party in connection with any Disposition of, or collection on, Parties and transfer such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation)payment, or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over as the case may be, to the Second Lien Collateral Agent for Trustee as soon as practicable. Furthermore, the benefit of Third Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Second Lien Collateral Trustee upon receipt of such Collateral, proceeds or payment by any Third Lien Secured Parties Party, and if directed by the Second Lien Collateral Trustee within five (5) days after receipt by the Second Lien Collateral Trustee of such written notice, shall deliver such Collateral, proceeds or payment to the Second Lien Collateral Trustee in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After The Second Lien Collateral Trustee is hereby authorized to make any such endorsements as agent for the Discharge Third Lien Collateral Trustee or any other Third Lien Secured Party. The Third Lien Collateral Trustee, for itself and on behalf of First 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 Second Lien Obligations has occurred previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Second Lien Collateral Trustee any payment received by it and then in its possession or under its direct control in respect of any such Collateral securing Second Lien Obligations and shall promptly turn any such Collateral then held by it over to the Second Lien Collateral Trustee, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Second Lien Obligations occursObligations. All Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Notwithstanding anything contained herein to the contrary, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Second Lien Documents and as to which the possession or receipt thereof by the Third Lien Note Holders hereby appoints Collateral Trustee or any other Third Lien Secured Party is otherwise permitted by 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 Third Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (a) So long as the Discharge Each FLLO Agent, for itself and on behalf of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the Second Lien Collateral Agent or any other Second Lien FLLO Secured Party, or Third Lien Collateral Agent or hereby agrees that if any other Third Lien FLLO Secured Party in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise shall obtain possession of any right Shared Collateral or remedy (including shall realize any right Proceeds or payment in respect of setoff) any Shared Collateral, pursuant to any rights or remedies with respect to the Shared Collateral under any 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 in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust for the Revolver Agent and forthwith transferred the other Revolver Secured Parties and transfer such Shared Collateral, Proceeds or paid over payment, as the case may be, to the First Lien Collateral Agent for Trustee as promptly as practicable; provided that nothing herein shall limit the benefit rights of the First Lien FLLO Secured Parties to receive the payments of principal, interest, fees and other amounts under the FLLO Documents so long as such payment is not the result of any exercise of remedies by any FLLO Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the FLLO Secured Parties realizing any Proceeds in respect of Shared Collateral. Furthermore, 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 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, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders The Revolver Agent is hereby appoints the First Lien Collateral Agent, and authorized to make any officer or such endorsements as agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral FLLO Agent or any other Third Lien FLLO Secured Party. Each FLLO Agent, for itself and on behalf of each other FLLO Secured Party in connection with agrees that if, at any Disposition oftime, it obtains written notice that all or collection on, such Collateral upon the enforcement or the exercise part of any right or remedy (including any right of setoff) payment with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement Revolver Obligations previously made shall be segregated and held in trust and forthwith transferred or paid rescinded for any reason whatsoever, it will promptly pay over to the Second 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 Collateral and shall promptly turn any such Shared Collateral then held by it over to the Collateral Trustee for the benefit of Revolver Agent, and the Second Lien Secured Parties provisions set forth in the same form this Agreement will be reinstated as receivedif such payment had not been made, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders hereby appoints the Second Lien Collateral AgentRevolver Obligations. All 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 officer time prior to the commencement of an Insolvency or agent of Liquidation Proceeding, anything contained herein to the Second Lien Collateral Agentcontrary notwithstanding, with full power of substitution, the attorney-in-fact of each Third Lien Note Holder for the purpose of carrying out the provisions of this Section 4.02 5.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the Revolver Documents and taking as to which the possession or receipt thereof by any action and executing FLLO Agent or any instrument that other FLLO Secured Party is otherwise permitted by the Second Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestRevolver Documents.

Payment Over. (ai) So long Each of the Second Lien Collateral Agent, 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 Third Lien Secured Party, hereby agrees that if any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or 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 First Priority Lien Obligations has not occurredsecured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or any payment in trust for the Priority Lien Agent and the other Priority Lien Secured Parties and transfer such Collateral, proceeds thereof (together with assets or proceeds subject payment, as the case may be, to Liens referred to in the final sentence of Section 2.03)Priority Lien Agent as promptly as practicable. Furthermore, received by each of the Second Lien Collateral Agent or the Third Lien Collateral Agent, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral proceeds or payment by any Second Lien Secured Party or Third Lien Secured Party, as applicable, proceeds or payment and if directed by the Priority Lien Agent within five days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements, or as court of competent jurisdiction may otherwise direct. The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Agent, any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party Party, as applicable. Each of the Second Lien Collateral Agent, 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 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 Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Priority Lien Agent any payment received by it and then in connection with its possession or under its direct control in respect of any Disposition of, or collection on, such Priority Lien Collateral and shall promptly turn any such Collateral upon then held by it over to the enforcement 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 Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Agent, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents. (ii) The Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Third Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the Collateral under any Third Lien Security Document 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 following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to for the First Second Lien Collateral Agent for and the benefit of the First other Second Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Second Lien Collateral Agent reasonably promptly after obtaining written notice from the Second Lien Secured Parties that it has possession of such Collateral or proceeds or payments in respect thereof. Furthermore, the Third Lien Collateral Agent shall, at the Grantors’ expense, promptly send written notice to the Second Lien Collateral Agent upon receipt of such Collateral by any Third Lien Secured Party, proceeds or payment and if directed by the Second Lien Collateral Agent within five days after receipt by the Second Lien Collateral Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Second Lien Collateral Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations occurs, each of the The Second Lien Note Holders and Collateral Agent is hereby authorized to make any such endorsements as agent for the Third Lien Collateral Note Holders hereby appoints Agent or any other Third Lien Secured Party. 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 Second Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the First Second Lien Collateral Agent any payment received by it and then in its possession or under its direct control in respect of any such Second Lien Collateral and shall promptly turn any such Collateral then held by it over to the Second 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 Second Lien Note Holder and Third Lien Note Holder, respectively, for the purpose of carrying out the provisions of set forth in this Section 4.02 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 4.02Agreement will be reinstated as if such payment bad not been made, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as until the Discharge of Second Lien Obligations has Obligations. All Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not occurred, any payment or distribution or any Collateral, or apply to any proceeds of Collateral realized in a transaction not prohibited by the Second Lien Documents and as to which the possession or receipt thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or is otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to permitted by 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. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders 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 Third Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (ai) So long Each of the Second Lien Collateral Agent, 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 Third Lien Secured Party, hereby agrees that if any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or 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 First Priority Lien Obligations has not occurredsecured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or any payment in trust for the Priority Lien Agent and the other Priority Lien Secured Parties and transfer such Collateral, proceeds thereof (together with assets or proceeds subject payment, as the case may be, to Liens referred to in the final sentence of Section 2.03)Priority Lien Agent as promptly as practicable. Furthermore, received by each of the Second Lien Collateral Agent or the Third Lien Collateral Agent, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral by any Second Lien Secured Party or Third Lien Secured Party, as applicable, proceeds or payment and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements, or as court of competent jurisdiction may otherwise direct. The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Agent, any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party Party, as applicable. Each of the Second Lien Collateral Agent, 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 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 Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Priority Lien Agent any payment received by it and then in connection with its possession or under its direct control in respect of any Disposition of, or collection on, such Priority Lien Collateral and shall promptly turn any such Collateral upon then held by it over to the enforcement 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 Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Agent, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Third Lien Secured Party, as applicable, is otherwise not prohibited by the Priority Lien Documents. (ii) The Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Third Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the Collateral under any Third Lien Security Document 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 following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to for the First Second Lien Collateral Agent for and the benefit of the First other Second Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Second Lien Collateral Agent reasonably promptly after obtaining written notice from the Second Lien Secured Parties that it has possession of such Collateral or proceeds or payments in respect thereof. Furthermore, the Third Lien Collateral Agent shall, at the Grantors’ expense, promptly send written notice to the Second Lien Collateral Agent upon receipt of such Collateral by any Third Lien Secured Party, proceeds or payment and if directed by the Second Lien Collateral Agent within five (5) days after receipt by the Second Lien Collateral Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Second Lien Collateral Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations occurs, each of the The Second Lien Note Holders and Collateral Agent is hereby authorized to make any such endorsements as agent for the Third Lien Collateral Note Holders hereby appoints Agent or any other Third Lien Secured Party. 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 Second Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the First Second Lien Collateral Agent any payment received by it and then in its possession or under its direct control in respect of any such Second Lien Collateral and shall promptly turn any such Collateral then held by it over to the Second 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 Second Lien Note Holder and Third Lien Note Holder, respectively, for the purpose of carrying out the provisions of set forth in this Section 4.02 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 4.02Agreement will be reinstated as if such payment had not been made, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as until the Discharge of Second Lien Obligations has Obligations. All Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not occurred, any payment or distribution or any Collateral, or apply to any proceeds of Collateral realized in a transaction not prohibited by the Second Lien Documents and as to which the possession or receipt thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or is otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to not prohibited by 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. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders 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 Third Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (a) So Except as provided in Section 3.03, so long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or of any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral 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. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders 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 Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After Except as provided in Section 3.03, after the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust 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. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders 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 Third Lien Note Holder 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 irrevocable and coupled with an interest. (c) Except as provided in Section 3.03, after the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations has occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by any Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the Third Lien Collateral Agent for the benefit of the other Third Lien Secured Parties (to the extent and in the manner set forth in the Third Lien Collateral Agency Agreement) in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. All of the Third Lien Note Holders hereby appoint the Third Lien Collateral Agent, and any officer or agent of the Third Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Third Lien Note Holder for the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest.

Payment Over. (a) So long as the Discharge Final Payment of First Lien the Clutterbuck Obligations has not occurred, any payment or distribution or any Clutterbuck Collateral, or any proceeds thereof (together or payment with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03)respect thereto, received by each of the Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party Perseus in connection with any Disposition of, or collection on, such Clutterbuck Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Clutterbuck Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties Clutterbuck in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge Final Payment of First Lien the Clutterbuck Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders Perseus hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral AgentClutterbuck, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, Perseus for the purpose of carrying out the provisions of this Section 4.02 6(a) and taking any action and executing any instrument that the First Lien Collateral Agent Clutterbuck may deem necessary or advisable to accomplish the purposes of this Section 4.026(a), which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so So long as the Discharge Final Payment of Second Lien the Perseus Obligations has not occurred, any payment or distribution or any Perseus Collateral that does not constitute Clutterbuck Collateral, or any proceeds thereof (together or payment with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03)respect thereto, received by the Third Lien Collateral Agent or any other Third Lien Secured Party Clutterbuck in connection with any Disposition of, or collection on, such Perseus Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Perseus Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties Perseus in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After Until the Discharge Final Payment of First Lien Obligations has occurred and until the Discharge of Second Lien Perseus Obligations occurs, the Third Lien Note Holders Clutterbuck hereby appoints the Second Lien Collateral Agent, and any officer or agent of the Second Lien Collateral AgentPerseus, with full power of substitution, the attorney-in-fact of each Third Lien Note Holder Clutterbuck for the purpose of carrying out the provisions of this Section 4.02 6(b) and taking any action and executing any instrument that the Second Lien Collateral Agent Perseus may deem necessary or advisable to accomplish the purposes of this Section 4.026(b), which appointment is irrevocable and coupled with an interest.

Payment Over. (ai) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each Each of the Second Lien Collateral Agent or any Trustee, for itself and on behalf of each other Second Lien Secured Party, or and the Third Lien Collateral Agent or any Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral or shall realize any proceeds or payment in connection with respect of any Disposition ofCollateral, or collection on, such Collateral upon the enforcement or pursuant to the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the Collateral under any Second Lien Security Document or 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 Priority Lien Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of Priority Lien Agent and the First other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, prior to the 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 Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any Second Lien Secured Party or Third Lien Secured Party, as applicable, and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Discharge of First Second Lien Obligations occursCollateral Trustee, each any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Note Holders Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Note Holders hereby appoints 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 Priority Lien Obligations previously made shall be rescinded, returned or disgorged for any reason whatsoever, it will promptly pay over to the First Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral and shall promptly turn any such Collateral then held by it over to the 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 Priority Lien Obligations. All Second Liens and all Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any officer proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or agent of receipt thereof by the First Second Lien Collateral AgentTrustee, with full power of substitutionany other Second Lien Secured Party, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note HolderCollateral Trustee or any other Third Lien Secured Party, respectivelyas applicable, for is otherwise permitted by the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Priority Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestDocuments. (bii) After The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Third Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Third Lien Security Document 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 following the Discharge of First Priority Lien Obligations has occurred and so long as but prior to the Discharge of Second Lien Obligations has not occurredsecured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or any proceeds thereof (together with assets or proceeds subject to Liens referred to payment in trust for the final sentence of Section 2.03), received by the Third Second Lien Collateral Agent or any Trustee and the other Third Second Lien Secured Party in connection with any Disposition of, or collection on, Parties and transfer such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation)payment, or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over as the case may be, to the Second Lien Collateral Agent for Trustee reasonably as promptly as practical. Furthermore, at any time following the benefit Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Second Lien Collateral Trustee upon receipt of such Collateral, proceeds or payment by any Third Lien Secured Parties Party, and if directed by the Second Lien Collateral Trustee within five (5) days after receipt by the Second Lien Collateral Trustee of such written notice, shall deliver such Collateral, proceeds or payment to the Second Lien Collateral Trustee in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After The Second Lien Collateral Trustee is hereby authorized to make any such endorsements as agent for the Discharge Third Lien Collateral Trustee or any other Third Lien Secured Party. The Third Lien Collateral Trustee, for itself and on behalf of First 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 Second Lien Obligations has occurred previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Second Lien Collateral Trustee any payment received by it and then in its possession or under its direct control in respect of any such Second Lien Collateral and shall promptly turn any such Collateral then held by it over to the Second Lien Collateral Trustee, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Second Lien Obligations occursObligations. All Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Second Lien Documents and as to which the possession or receipt thereof by the Third Lien Note Holders hereby appoints Collateral Trustee or any other Third Lien Secured Party is otherwise permitted by 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 Third Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. (ai) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each Each of the Second Lien Collateral Agent or any Trustee, for itself and on behalf of each other Second Lien Secured Party, or and the Third Lien Collateral Agent or any Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral or shall realize any proceeds or payment in connection with respect of any Disposition ofCollateral, or collection on, such Collateral upon the enforcement or pursuant to the exercise of any right rights or remedy (including any right of setoff) remedies with respect to the Collateral under any Second Lien Security Document or 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 Priority Lien Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held payment in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of Priority Lien Agent and the First other Priority Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, the Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any Second Lien Secured Party or Third Lien Secured Party, as applicable, and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Discharge of First Second Lien Obligations occursCollateral Trustee, each any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Note Holders Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Note Holders hereby appoints 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 Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the First Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Priority Lien Collateral and shall promptly turn any such Collateral then held by it over to the 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 Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any officer proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or agent of receipt thereof by the First Second Lien Collateral AgentTrustee, with full power of substitutionany other Second Lien Secured Party, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note HolderCollateral Trustee or any other Third Lien Secured Party, respectivelyas applicable, for is otherwise permitted by the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Priority Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestDocuments. (bii) After The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Third Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Third Lien Security Document 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 following the Discharge of First Priority Lien Obligations has occurred and so long as but prior to the Discharge of Second Lien Obligations has not occurredsecured, any payment or distribution or any intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or any proceeds thereof (together with assets or proceeds subject to Liens referred to payment in trust for the final sentence of Section 2.03), received by the Third Second Lien Collateral Agent or any Trustee and the other Third Second Lien Secured Party in connection with any Disposition of, or collection on, Parties and transfer such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, proceeds or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation)payment, or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over as the case may be, to the Second Lien Collateral Agent for Trustee as promptly as practicable. Furthermore, the benefit of Third Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Second Lien Collateral Trustee upon receipt of such Collateral, proceeds or payment by any Third Lien Secured Parties Party, and if directed by the Second Lien Collateral Trustee within five (5) days after receipt by the Second Lien Collateral Trustee of such written notice, shall deliver such Collateral, proceeds or payment to the Second Lien Collateral Trustee in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. After The Second Lien Collateral Trustee is hereby authorized to make any such endorsements as agent for the Discharge Third Lien Collateral Trustee or any other Third Lien Secured Party. The Third Lien Collateral Trustee, for itself and on behalf of First 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 Second Lien Obligations has occurred previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Second Lien Collateral Trustee any payment received by it and then in its possession or under its direct control in respect of any such Second Lien Collateral and shall promptly turn any such Collateral then held by it over to the Second Lien Collateral Trustee, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Second Lien Obligations occursObligations. All Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Second Lien Documents and as to which the possession or receipt thereof by the Third Lien Note Holders hereby appoints Collateral Trustee or any other Third Lien Secured Party is otherwise permitted by 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 Third Lien Note Holder 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 irrevocable and coupled with an interestDocuments.

Payment Over. Until the Senior Priority Discharge Date, each Noteholder Secured Party (aother than the Notes Collateral Agent and Security Trustee) So long as the Discharge of First Lien Obligations has not occurred, hereby agrees that any payment or distribution or any Collateral, Revolving Facility Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final penultimate sentence of Section 2.03), ) received directly or indirectly by each of the Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien such Noteholder 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Intercreditor Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Agent and Security Trustee for the benefit of the First Lien 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 of First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitutionDate, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Notes Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, Security Trustee hereby agrees that any payment or distribution or any Collateral, Revolving Facility Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final penultimate sentence of Section 2.03), ) received directly or indirectly by the Third Lien Notes Collateral Agent or any other Third Lien Secured Party and Security Trustee (w) in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy Enforcement Action, (including any right of setoffx) with respect to the Collateral, or 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 contemplated under Sections 2.03, 3.02, 3.05, 3.07, 6.01 or 6.02 (whether as a matter of law or otherwise), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the Second Lien Collateral Agent and Security Trustee for the benefit of the Second Lien 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. After Until the Senior Priority Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occursDate, the Third Lien Note Holders Notes Collateral Agent and Security Trustee, for itself and on behalf of each other Noteholder Secured Party, hereby appoints the Second Lien Collateral AgentAgent and Security Trustee, and any officer or agent of the Second Lien Collateral AgentAgent 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 Third Lien Note Holder Noteholder 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 irrevocable and coupled with an interest. For purposes of this Section 4.02, payments made by Grantors to any Noteholder Secured Party with the proceeds of a loan by Revolving Facility Secured Parties shall not be construed to constitute proceeds of Collateral.

Payment Over. (a) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral 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. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders 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 Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. (b) After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, any payment or distribution or any SF1:727688 Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust 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. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations occurs, the Third Lien Note Holders 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 Third Lien Note Holder 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 irrevocable and coupled with an interest.

Payment Over. (a) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or 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 Section 2.03), received by each of the Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement 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 Collateral 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. Until the Discharge of First Lien Obligations occurs, each of the Second Lien Note Holders Collateral Agent, for itself and the Third on behalf of each other Second Lien Collateral Note Holders Secured Party, hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, 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 Collateral 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. (b) After the Discharge of First Lien Obligations has occurred and so long as . Upon the Discharge of Second Lien Obligations has not occurredObligations, any payment or distribution or any Collateral, or any proceeds thereof (together or payment with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03)respect thereto, received by the Third Second Lien Collateral Agent or any other Third 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, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust for the benefit of the First Lien Secured Parties and forthwith transferred or paid over to the Second First Lien Collateral Administrative Agent for the benefit of the Second 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. After the Discharge of direct to satisfy any remaining Excess First Lien Obligations has occurred and until Obligations. Until the Discharge repayment in full, in cash, of Second Excess First Lien Obligations occurs, the Third First Lien Note Holders 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 Third First Lien Note Holder 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 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 First 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.