Common use of Payments Over Clause in Contracts

Payments Over. (a) So long as the Discharge of First Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof or payment with respect thereto received by Second Lien Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to First Lien Agent for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. First Lien Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documents.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or any proceeds thereof (including assets or payment with respect thereto proceeds subject to Liens referred to in the final sentence of the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Second Lien Agent Representative or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed Enforcement Action in lieu of condemnation), all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the Designated First Lien Agent Representative for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Agent is hereby authorized to make any such endorsements or assignments as agent for Obligations occurs, each Second Lien Agent. This authorization is Representative, for itself and on behalf of the Second Lien Secured Parties represented by it, hereby appoints the Designated First Lien Representative, and any officer or duly authorized person of the Designated First Lien Representative, with full power of substitution, as the true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Second Lien Representative and such Second Lien Secured Parties or in the Designated First Lien Representative’s own name, from time to time, in the Designated First Lien Representative’s sole discretion, for the purpose of carrying out the provisions of this Section 4.2 and taking any and all appropriate action and executing and delivering any and all documents and instruments that the Designated First Lien Representative may deem necessary or advisable to accomplish the purposes of this Section 4.2 (which appointment, being coupled with an interest and interest, is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations). (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by any Second Lien Representative or against any Grantor, other Second Lien Secured Party shall receive any Collateral or proceeds thereof of Collateral (including any assets or proceeds subject to Liens that have been avoided, are not enforceable for any reason or otherwise invalidated) such Collateral or proceeds of Collateral shall be segregated and held in trust and forthwith paid over to the First Lien Representative for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements. Any Lien received by any Second Lien Representative or any payment with other Second Lien Secured Party in respect thereto, including in connection with of any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, Obligations in any Insolvency or Liquidation Proceeding shall be subject to the Second Lien Debt in accordance with the Second Lien Documentsterms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Any ABL Priority Collateral or proceeds thereof or payment with respect thereto received by Second Lien a Term Loan Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Term Loan Lender in connection with the exercise of any insurance policy claim right or any condemnation award remedy (including setoff or deed recoupment) relating to the ABL Priority Collateral in lieu contravention of condemnation), this Agreement or otherwise in a manner that is not consistent with the order of priority of Liens established by Section 2.1 above shall be segregated and held in trust for the benefit of and promptly transferred or forthwith paid over to First Lien the ABL Agent (and/or its designees) for the benefit of the First Lien Secured Parties ABL Lenders in the same form as received, with any necessary endorsements or assignments as a court of competent jurisdiction may otherwise direct. The ABL Agent is hereby authorized to make any such endorsements as agent for each Term Loan Agent or any such Term Loan Lender. This authorization is coupled with an interest and is irrevocable. (b) Any Term Loan Priority Collateral or proceeds thereof received by the ABL Agent or any ABL Lender in connection with the exercise of any right or remedy (including setoff or recoupment) relating to the Term Loan Priority Collateral in contravention of this Agreement or otherwise in a manner that is not consistent with the order of priority of Liens established by Section 2.1 above shall be segregated and held in trust for the benefit of and forthwith paid over to the Designated Term Loan Agent (and/or its designees) for the benefit of the Term Loan Lenders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. First Lien The Designated Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe ABL Agent or any such ABL Lender. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (bc) So long as Promptly upon the Discharge of First Lien Debt has occurred and ABL Claims, the ABL Agent shall deliver written notice confirming the same to the Term Loan Agents; provided that the failure to give any such notice shall not result in any liability of the ABL Agent or the ABL Lenders hereunder or in the modification, alteration, impairment, or waiver of the rights of any party hereunder. Promptly upon the Discharge of Second Lien Debt has not occurredTerm Loan Claims, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) the Term Loan Agents shall be applied, deliver written notice confirming the same to the extent required under ABL Agent; provided that the Second Lien Documentsfailure to give any such notice shall not result in any liability of the Term Loan Agents or the Term Loan Lenders hereunder or in the modification, to alteration, impairment, or waiver of the Second Lien Debt in accordance with the Second Lien Documentsrights of any party hereunder.

Payments Over. (a) So long as the Discharge of First Lien Senior-Priority Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien each Junior-Priority Collateral Agent agrees, for itself and on behalf of the other Second Lien Junior-Priority Secured PartiesParties with respect to which such Junior-Priority Collateral Agent is acting as Agent, that any Collateral or proceeds thereof or payment with respect thereto received by Second Lien such Junior-Priority Collateral Agent or any other Second Lien Junior-Priority Secured Party (including any right of set-off) Party, with respect to the Collateral, and including in connection with any right of set-off, insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to First Lien the Designated Senior-Priority Collateral Agent for the benefit of the First Lien Senior-Priority Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct; provided, however, that this Section 4.2(a) shall not apply to any required payments of interest and principal received by a Junior-Priority Collateral Agent or any other Junior-Priority Secured Party prior to the commencement of any Insolvency or Liquidation Proceeding so long as such receipt is not the direct or indirect result of the exercise by such Junior-Priority Collateral Agent or any other Junior-Priority Secured Party of foreclosure rights or other remedies as a secured creditor or enforcement in contravention of this Agreement of any Lien held by any of them or any other act in contravention of this Agreement. First Lien The Designated Senior-Priority Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe Junior-Priority Collateral Agents. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documents.

Payments Over. (a) So long as the Discharge of First Senior Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantorthe Company, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or payment with respect thereto proceeds subject to Liens referred to in the second to last paragraph of Section 3.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by Second any Junior Lien Representative, Junior Lien Collateral Agent or any other Second Junior Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholder in connection with any insurance policy claim Collateral Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Collateral or the Restricted Assets, in lieu of condemnation), all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to First the Designated Senior Lien Collateral Agent for the benefit of the First Senior Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments warranties) or as a court of competent jurisdiction may otherwise direct. First The Designated Senior Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second the Junior Lien AgentRepresentatives, Junior Lien Collateral Agents or any such other Junior Lien Claimholder. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of Senior Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Senior Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorJunior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder shall receive any distribution of money or other property in respect of the Collateral, Restricted Assets or Sale Proceeds (including any assets or proceeds thereof subject to Liens that have been avoided or otherwise invalidated), such money or other property shall be segregated and held in trust and forthwith paid over to the Designated Senior Lien Collateral Agent for the benefit of the Senior Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties). Any Lien received by any Junior Lien Representative, any Junior Lien Collateral Agent or any payment with other Junior Lien Claimholder in respect thereto, including of any of the Junior Lien Obligations in connection with any insurance policy claim Insolvency or any condemnation award (or deed in lieu of condemnation) Liquidation Proceeding shall be applied, subject to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documentsterms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Any ABL Priority Collateral or proceeds thereof or payment with respect thereto received by Second Lien a Term Loan Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Term Loan Lender in connection with the exercise of any insurance policy claim right or any condemnation award remedy (including setoff or deed recoupment) relating to the ABL Priority Collateral in lieu contravention of condemnation), this Agreement shall be segregated and held in trust for the benefit of and promptly transferred or forthwith paid over to First Lien the ABL Agent (and/or their designees) for the benefit of the First Lien Secured Parties ABL Lenders in the same form as received, with any necessary endorsements or assignments as a court of competent jurisdiction may otherwise direct. The ABL Agent is hereby authorized to make any such endorsements as agent for each Term Loan Agent or any such Term Loan Lender. This authorization is coupled with an interest and is irrevocable. (b) Any Term Loan Priority Collateral or proceeds thereof received by the ABL Agent or any ABL Lender in connection with the exercise of any right or remedy (including setoff or recoupment) relating to the Term Loan Priority Collateral in contravention of this Agreement shall be segregated and held in trust for the benefit of and forthwith paid over to the Term Loan Agents (and/or their designees) for the benefit of the Term Loan Lenders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. First Lien Each Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe ABL Agent or any such ABL Lender. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (bc) So long as Promptly upon the Discharge of First Lien Debt has occurred and ABL Priority Claims, the ABL Agent shall deliver written notice confirming the same to the Term Loan Agents; provided that the failure to give any such notice shall not result in any liability of the ABL Agent or the other ABL Lenders hereunder or in the modification, alteration, impairment, or waiver of the rights of any party hereunder. Promptly upon the Discharge of Second Lien Debt has not occurredTerm Loan Claims, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) the Term Loan Agents shall be applied, deliver written notice confirming the same to the extent required under ABL Agent; provided that the Second Lien Documentsfailure to give any such notice shall not result in any liability of the Term Loan Agents or the other Term Loan Lenders hereunder or in the modification, to alteration, impairment, or waiver of the Second Lien Debt in accordance with the Second Lien Documentsrights of any party hereunder.

Payments Over. (a) So long as the Discharge of First Lien Debt Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Common Collateral or proceeds Proceeds thereof or payment with respect thereto received by Second the Trustee, any other agent, trustee or representative for Parity Lien Debt, the Parity Lien Collateral Agent or any other Second Lien Secured Party Noteholder in connection with the exercise of any right or remedy (including any right of set-off) with respect relating to the Collateral, and including Common Collateral in connection with any insurance policy claim or any condemnation award (or deed in lieu contravention of condemnation), this Agreement shall be segregated and held in trust and promptly transferred or forthwith paid over to First the First-Lien Agent for the benefit of the First Lien Secured Parties Senior Lenders in the same form as received, with any necessary endorsements or assignments as a court of competent jurisdiction may otherwise direct. If any Lien on Common Collateral for First-Lien Indebtedness is void or voidable and the Lien on the same Common Collateral of the Trustee, any other agent, trustee or representative for Parity Lien Debt, the Parity Lien Collateral Agent or any Noteholder is not void or voidable, the Proceeds of such Lien received by the Trustee, any other agent, trustee or representative for Parity Lien Debt, the Parity Lien Collateral Agent or any Noteholder shall be segregated and held in trust and forthwith paid over to the First-Lien Agent for the benefit of the Senior Lenders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. First Until the Discharge of Senior Lender Claims has occurred, the Parity Lien Collateral Agent, for itself and on behalf of the Trustee, any other agent, trustee or representative for Parity Lien Debt and each other Noteholder, hereby appoints the First-Lien Agent is hereby authorized to make and any such endorsements officer or assignments as agent for Second of the First-Lien Agent. This authorization , with full power of substitution, the attorney-in-fact of the Parity Lien Collateral Agent, the Trustee, any other agent, trustee or representative for Parity Lien Debt and the Noteholders, 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 Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeinterest. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documents.

Payments Over. (a) So long as the Discharge of First Lien Priority Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorBorrower, Second Lien the Collateral Agent agrees, for itself and on behalf of the other Second Lien Noteholder Secured Parties, that any ABL Collateral or proceeds thereof or payment from the enforcement of remedies with respect thereto received by Second Lien Agent or any other Second Lien Secured Party to the ABL Collateral (including any right of set-off) with respect to the ABL Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation)) with respect to ABL Collateral, shall be segregated and held in trust and promptly transferred or paid over to First Lien Agent the ABL Lender for the benefit of the First Lien ABL Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. First Lien Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as After the Discharge of First Lien Priority Debt has occurred and but before the Discharge of Second Lien Priority Noteholder Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorBorrower, the ABL Lender agrees, for itself and on behalf of the other ABL Secured Parties, that any ABL Collateral or proceeds thereof from the enforcement of remedies with respect to the ABL Collateral or any payment with respect theretothereto received by the ABL Lender or any other ABL Secured Party (including any right of set-off) with respect to the ABL Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to ABL Collateral, shall be applied, segregated and held in trust and promptly transferred or paid over to the extent required under Collateral Agent for the Second Lien Documentsbenefit of the Noteholder Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The ABL Lender or the Collateral Agent, as applicable, is hereby authorized to make any such endorsements or assignments as agent for the Second Lien Debt in accordance other. This authorization is coupled with the Second Lien Documentsan interest and is irrevocable.

Payments Over. (a) So long as At all times (i) prior to the Discharge of First Lien ABL Debt has not occurredor (ii) after both the Discharge of ABL Debt and the Discharge of Term Loan Debt, but prior to the payment in full in cash of the Excess ABL Debt, in any case, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Term Loan Agent agrees, for itself and on behalf of the other Second Lien Term Loan Secured Parties, that any ABL Priority Collateral or Proceeds thereof (including any ABL Priority Collateral or Proceeds thereof subject to Liens that have been avoided or otherwise invalidated, but excluding cash proceeds thereof of Term Loan Priority Collateral) or payment with respect thereto received by Second Lien Term Loan Agent or any other Second Lien Term Loan Secured Party (including any right of set-off) with respect to the Collateral), and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to First Lien ABL Agent for the benefit of the First Lien ABL Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. First Lien ABL Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Term Loan Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold Any payments made by Grantors in trust, and transfer or pay over any respect of the Term Loan Debt with proceeds of Collateral loans or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, advances under the Second Lien Agent ABL Documents shall have received the compliance certificate(s) not be required to be delivered transferred or paid over to Second Lien ABL Agent pursuant to clause (b) for the benefit of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeABL Secured Parties. (b) So long as At all times (i) prior to the Discharge of First Lien Term Loan Debt has occurred or (ii) after both the Discharge of ABL Debt and the Discharge of Second Lien Debt has not occurredTerm Loan Debt, but prior to the payment in full in cash of the Excess Term Loan Debt, in any case, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, ABL Agent agrees, for itself and on behalf of the other ABL Secured Parties, that any Term Loan Priority Collateral or Proceeds thereof (including any Term Loan Priority Collateral or Proceeds thereof subject to Liens that have been avoided or otherwise invalidated, but excluding cash proceeds thereof of ABL Priority Collateral) or any payment with respect theretothereto received by ABL Agent or any other ABL Secured Party (including any right of set-off), and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) ), shall be appliedsegregated and held in trust and promptly transferred or paid over to Term Loan Agent for the benefit of the Term Loan Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance make any such endorsements or assignments as agent for ABL Agent. This authorization is coupled with the Second Lien Documentsan interest and is irrevocable.

Payments Over. (a) So long as Unless and until the Discharge of First Lien Debt Senior Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Shared Collateral or proceeds Proceeds thereof or payment with respect thereto received by any Second Lien Agent Priority Representative or any other Second Lien Priority Secured Party (including any right of set-off) with respect to the Collateral, and including in connection with the exercise of any insurance policy claim right or any condemnation award remedy (or deed in lieu of condemnationincluding setoff and credit bidding (other than pursuant to Permitted Second Lien Credit Bid Rights), ) shall be segregated and held in trust for the benefit of and promptly transferred or forthwith paid over to First Lien Agent the Designated Senior Priority Representative for the benefit of the First Lien Senior Priority Secured Parties in the same form as received, with any necessary endorsements or assignments and any such endorsement to be without recourse, or as a court of competent jurisdiction may otherwise direct. First Lien Agent The Designated Senior Priority Representative is hereby authorized to make any such endorsements or assignments as agent for each of the Second Lien AgentPriority Representatives or any such Second Priority Secured Party. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (ba) So Following the Discharge of Senior Priority Obligations, so long as the Discharge of First Lien Debt Second Priority Obligations has occurred not occurred, any Collateral, Cash Proceeds thereof or non-Cash Proceeds constituting Collateral received by (i) the Second Priority Representative or any other Second Priority Secured Parties or (ii) any Senior Priority Representative or any Senior Priority Secured Party, in each case, in connection with the exercise of any right or remedy (including set off) relating to the Collateral or otherwise that is inconsistent with this Agreement shall be segregated and held in trust and forthwith paid over to the Designated Second Priority Representative, for the benefit of the Second Priority Secured Parties, for application in accordance with Section 4.01 above, in the same form as received, with any necessary endorsements and any such endorsement to be without recourse or as a court of competent jurisdiction may otherwise direct. The Designated Second Priority Representative is hereby authorized to make any such endorsements as agent for the other Second Priority Representatives, any such Second Priority Secured Parties, the Senior Priority Representatives and the other Senior Priority Secured Parties. This authorization is coupled with an interest and is irrevocable until the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien DocumentsPriority Obligations.

Payments Over. (a) So long as the Discharge of First Lien Debt ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any ABL Priority Collateral or proceeds Proceeds thereof or payment with respect thereto not constituting Term Priority Collateral received by Second Lien any Term Agent or any other Second Lien Term Secured Party (including any right of set-off) with respect to the Collateral, and including Parties in connection with any insurance policy claim or any condemnation award (or deed in lieu Exercise of condemnation), Secured Creditor Remedies relating to the ABL Priority Collateral shall be segregated and held in trust and promptly transferred or forthwith paid over to First Lien the ABL Agent for the benefit of the First Lien ABL Secured Parties in the same form as received, with any necessary endorsements or assignments as a court of competent jurisdiction may otherwise direct. The ABL Agent is hereby authorized to make any such endorsements as agent for any Term Agent or any such Term Secured Parties. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms. (b) So long as the Discharge of Term Obligations has not occurred, any Term Priority Collateral or Proceeds thereof not constituting ABL Priority Collateral received by the ABL Agent or any other ABL Secured Party in connection with any Exercise of Secured Creditor Remedies relating to the Term Priority Collateral shall be segregated and held in trust and forthwith paid over to the Designated Term Agent for the benefit of the Term Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. First Lien The Designated Term Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe ABL Agent or any such other ABL Secured Parties. This authorization is coupled with an interest and is irrevocable. The Second Lien irrevocable until such time as this Agreement is terminated in accordance with its terms. (c) Nothing in this Agreement shall prohibit the receipt by the ABL Agent shall have no obligation to segregateor any Term Agent or any Secured Party of payments of interest, hold principal and other amounts owed in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” ABL Obligations or pursuant to the definition of “Second Lien Interest Payment Conditions”, Term Obligations so long as applicable, and such compliance certificate(s) certify as to receipt is not the satisfaction direct or indirect result of the conditions set forth in such definitions, and (ii) Exercise of Any Secured Creditor Remedies by the Second Lien ABL Agent did not otherwise have actual knowledge of the applicable payment being or any Term Agent or any Secured Party in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeAgreement. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documents.

Payments Over. (a) So long as the Discharge of First Lien Debt ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorABL Priority Collateral, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or cash proceeds thereof or payment with respect thereto non-cash proceeds not constituting TL Priority Collateral received by Second Lien Agent the Term Collateral Agent, the Notes Collateral Agent, any Term Secured Parties or any other Second Lien Notes Secured Party (including any right of set-off) with respect to the Collateral, and including Parties in connection with the exercise of any insurance policy claim right or any condemnation award remedy (or deed including setoff) relating to the ABL Priority Collateral in lieu contravention of condemnation), this Agreement shall be segregated and held in trust and promptly transferred or forthwith paid over to First Lien the ABL Collateral Agent for the benefit of the First Lien ABL Secured Parties in the same form as received, with any necessary endorsements or assignments as a court of competent jurisdiction may otherwise direct. The ABL Collateral Agent is hereby au- thorized to make any such endorsements as agent for the Term Collateral Agent, any such Term Secured Parties, the Notes Collateral Agent or any such Notes Secured Parties. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms. (b) Following the Discharge of ABL Obligations, so long as the Discharge of Term Obligations has not occurred, any ABL Priority Collateral, cash proceeds thereof or non-cash proceeds received by the Notes Collateral Agent or any Notes Secured Parties in connection with the exercise of any right or remedy (including setoff) relating to the ABL Priority Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Term Collateral Agent for the benefit of the Term Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. First Lien The Term Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe Notes Collateral Agent or any such Notes Secured Parties. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, irrevocable until such time as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount is terminated in accordance with the Second Lien Documents prior to acquiring such knowledgeits terms. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documents.

Payments Over. (a) So long as Unless and until the Discharge of First Lien Debt ABL Obligations has not occurred, occurred and regardless of whether or not any an Insolvency or Liquidation Proceeding has been commenced by or against commenced, any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any ABL Priority Collateral or proceeds Proceeds thereof or payment with respect thereto received by Second Lien Agent any Term Priority Representative or any other Second Lien Secured Term Priority Debt Party (including any right of set-off) with respect to the Collateral, and including in connection with the exercise of any insurance policy claim right or any condemnation award remedy (including setoff) relating to the Shared Collateral, whether or deed not in lieu contravention of condemnation)this Agreement or otherwise, shall be segregated and held in trust for the benefit of, and promptly transferred or forthwith paid over to First Lien Agent to, the ABL Representative for the benefit of the First Lien ABL Secured Parties in the same form as received, with any necessary endorsements or assignments endorsements, or as a court of competent jurisdiction may otherwise direct. First Lien Agent The ABL Representative is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agenteach of the Term Priority Representatives or any such Term Priority Debt Party. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as Unless and until the Discharge of First Lien Term Priority Debt Obligations has occurred and the Discharge regardless of Second Lien Debt has not occurred, whether or not any an Insolvency or Liquidation Proceeding has been commenced by or against any Grantorcommenced, any Term Priority Collateral or proceeds Proceeds thereof received by the ABL Representative or any payment with respect thereto, including ABL Secured Party in connection with the exercise of any insurance policy claim right or remedy (including setoff) relating to the Shared Collateral, whether or not in contravention of this Agreement or otherwise, shall be segregated and held in trust for the benefit of, and forthwith paid over to, the Designated Term Priority Representative for the benefit of the Term Priority Debt Parties in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Designated Term Priority Representative is hereby authorized to make any such endorsements as agent for the ABL Representative or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance such ABL Secured Party. This authorization is coupled with the Second Lien Documentsan interest and is irrevocable.

Payments Over. (a) So long as the Discharge of First Lien Debt Term Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorTL Priority Collateral, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or cash proceeds thereof or payment with respect thereto non-cash proceeds not constituting ABL Priority Collateral received by Second Lien Agent the ABL Collateral Agent, the Notes Collateral Agent, any ABL Secured Parties or any other Second Lien Notes Secured Party (including any right of set-off) with respect to the Collateral, and including Parties in connection with the exercise of any insurance policy claim right or any condemnation award remedy (or deed including setoff) relating to the TL Priority Collateral in lieu contravention of condemnation), this Agreement shall be segregated and held in trust and promptly transferred or forthwith paid over to First Lien the Term Collateral Agent for the benefit of the First Lien Term Secured Parties in the same form as received, with any necessary endorsements or assignments as a court of competent jurisdiction may otherwise direct. The Term Collateral Agent is hereby authorized to make any such endorsements as agent for the ABL Collateral Agent, any such ABL Secured Parties, the Notes Collateral Agent or any such Notes Secured Parties. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms. (b) Following the Discharge of Term Obligations, so long as the Discharge of ABL Obligations has not occurred, any TL Priority Collateral, cash proceeds thereof or non-cash proceeds received by the Notes Collateral Agent or any Notes Secured Parties in connection with the exercise of any right or remedy (including setoff) relating to the TL Priority Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the ABL Collateral Agent for the benefit of the ABL Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. First Lien The ABL Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe Notes Collateral Agent or any such Notes Secured Parties. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, irrevocable until such time as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount is terminated in accordance with the Second Lien Documents prior to acquiring such knowledgeits terms. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documents.

Payments Over. (a) So long as the Discharge of First Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof or payment with respect thereto received by Second Lien Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to First Lien Agent for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. First Lien Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether Whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any ABL Priority Collateral or proceeds thereof received by a Term/Note Agent or any payment with respect thereto, including Term/Note Holder in connection with the exercise of any insurance policy claim post-default right or remedy (including setoff or recoupment) relating to any such ABL Priority Collateral in contravention of this Agreement shall be segregated and held in trust for the benefit of and forthwith paid over to the Designated ABL Agent (and/or its designees) for the benefit of the ABL Lenders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Designated ABL Agent is hereby authorized to make any such endorsements as agent for each Term/Note Agent or any condemnation award such Term/Note Holder. This authorization is coupled with an interest and is irrevocable. (b) Whether or deed not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Term/Note Priority Collateral or proceeds thereof received by an ABL Agent or any ABL Lender in lieu connection with the exercise of condemnationany post-default right or remedy (including setoff or recoupment) relating to any such Term/Note Priority Collateral in contravention of this Agreement shall be applied, segregated and held in trust for the benefit of and forthwith paid over to the extent required under Senior Collateral Agent (and/or its designees) for the Second Lien Documentsbenefit of the Term/Note Holders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Senior Collateral Agent is hereby authorized to make any such endorsements as agent for each ABL Agent or any such ABL Lender. This authorization is coupled with an interest and is irrevocable. (c) Promptly upon the Discharge of ABL Claims, the ABL Agents shall deliver written notice confirming the same to the Second Lien Debt Term/Note Agents; provided that the failure to give any such notice shall not result in accordance with any liability of the Second Lien DocumentsABL Agents or the other ABL Lenders hereunder or in the modification, alteration, impairment, or waiver of the rights of any party hereunder. Promptly upon the Discharge of Term/Note Claims, the applicable Term/Note Agents shall deliver written notice confirming the same to the ABL Agents; provided that the failure to give any such notice shall not result in any liability of the Term/Note Agents or the Term/Note Holders hereunder or in the modification, alteration, impairment, or waiver of the rights of any party hereunder.

Payments Over. (a) So long as the Discharge of First Lien Priority Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorBorrower, Second Lien the Collateral Agent agrees, for itself and on behalf of the other Second Lien Noteholder Secured Parties, that any ABL Collateral or proceeds thereof or payment from the enforcement of remedies with respect thereto received by Second Lien Agent or any other Second Lien Secured Party to the ABL Collateral (including any right of set-off) with respect to the ABL Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation)) with respect to ABL Collateral, shall be segregated and held in trust and promptly transferred or paid over to First Lien the ABL Agent for the benefit of the First Lien ABL Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. First Lien Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as After the Discharge of First Lien Priority Debt has occurred and but before the Discharge of Second Lien Priority Noteholder Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorBorrower, the ABL Agent agrees, for itself and on behalf of the other ABL Secured Parties, that any ABL Collateral or proceeds thereof from the enforcement of remedies with respect to the ABL Collateral or any payment with respect theretothereto received by the ABL Agent or any other ABL Secured Party (including any right of set-off) with respect to the ABL Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to ABL Collateral, shall be applied, segregated and held in trust and promptly transferred or paid over to the extent required under Collateral Agent for the Second Lien Documentsbenefit of the Noteholder Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The ABL Agent or the Collateral Agent, as applicable, is hereby authorized to make any such endorsements or assignments as agent for the Second Lien Debt in accordance other. This authorization is coupled with the Second Lien Documentsan interest and is irrevocable.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or payment with respect thereto proceeds subject to Liens referred to in the final sentence of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Second Lien Collateral Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholders in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Collateral or the Restricted Assets in lieu contravention of condemnation), this Agreement in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentCollateral Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof, Restricted Assets or any proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Second Lien Collateral Agent or any payment with respect thereto, including Second Lien Claimholders in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Collateral or the Restricted Assets not in lieu contravention of condemnationthis Agreement shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct; provided that, with respect to Collateral, this Section 4.2(b) shall only be applied, to applicable if the extent required under exercise of such right or remedy by the Second Lien Documents, Collateral Agent or any Second Lien Claimholder has the effect of discharging the Lien of the First Lien Collateral Agent on such Collateral. The First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Second Lien Debt Collateral Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations. (c) So long as the Discharge of First Lien Obligations has not occurred, if in accordance with any Insolvency or Liquidation Proceeding the Second Lien DocumentsCollateral Agent or any Second Lien Claimholders shall receive any distribution of money or other property in respect of the Collateral, Restricted Assets or Sale Proceeds (including any assets or proceeds subject to Liens that have been avoided or otherwise invalidated), such money or other property shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements. Any Lien received by the Second Lien Collateral Agent or any Second Lien Claimholders in respect of any of the Second Lien Obligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt Senior Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorObligor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral in which a Senior Claimholder has a Senior Lien or Proceeds thereof (including any assets or proceeds thereof subject to Liens that have been avoided or payment with respect thereto received by Second Lien Agent otherwise invalidated (including as a result of failure to perfect or lack of perfection)), any assets or proceeds subject to Liens referred to in Section 2.3, any amounts referred to in the last sentence of Section 6.3(b) or any other Second Lien Secured Party distribution (including any right whether or not expressly characterized as such) in respect of set-off) with respect to the Collateral, and such Collateral (including in connection with any insurance policy claim Disposition of any such Collateral) received by any Junior Collateral Agent or any condemnation award (or deed other Junior Claimholders in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to First Lien Agent for the benefit of the First Lien Secured Parties in the same form as received, connection with any necessary endorsements Enforcement Action or assignments any Insolvency or as a court Liquidation Proceeding or other exercise of competent jurisdiction may otherwise direct. First Lien Agent is hereby authorized any right or remedy (including set-off or recoupment) relating to make any such endorsements or assignments as agent for Second Lien Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount not in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurredSection 4.1, whether or not received by any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Junior Collateral or proceeds thereof Agent or any payment with respect thereto, including other Junior Claimholders in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) in respect of such Collateral, in each case, shall be appliedheld in trust and forthwith paid over to the Directing Senior Collateral Agent for the benefit of the Senior Claimholders in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. (b) Except as otherwise set forth in Section 6.3, so long as the Discharge of Senior Obligations has not occurred, if in any Insolvency or Liquidation Proceeding any Junior Collateral Agent or any other Junior Claimholders shall receive any distribution of money or other property in respect of or on account of the Collateral in which a Junior Claimholder has a Junior Lien (including any assets or proceeds subject to Liens that have been avoided or otherwise invalidated or any amounts referred to in the last sentence of Section 6.3(b)), such money, other property or amounts shall be held in trust and forthwith paid over to the Directing Senior Collateral Agent for the benefit of the Senior Claimholders in the same form as received, with any necessary endorsements. Any Lien on Collateral in which a Junior Claimholder has a Junior Lien received by any Junior Collateral Agent or any other Junior Claimholders in respect of any of the Junior Obligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement. (c) Until the Discharge of Senior Obligations occurs, each Junior Collateral Agent, for itself and on behalf of its Related Claimholders, hereby irrevocably constitutes and appoints the Directing Senior Collateral Agent and any officer or agent of the Directing Senior Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Junior Collateral Agent or any such Junior Claimholder or in the Directing Senior Collateral Agent’s own name, from time to time in the Directing Senior Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 4.2, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the extent required under purposes of this Section 4.2, including any endorsements or other instruments of transfer or release. This power is coupled with an interest and is irrevocable until the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien DocumentsDischarge of Senior Obligations.

Payments Over. (a) So long as At all times (i) prior to the Discharge of First Lien ABL Debt has not occurredor (ii) after both the Discharge of ABL Debt and the Discharge of Term Loan Debt, but prior to the payment in full in cash of the Excess ABL Debt, in any case, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Term Loan Agent agrees, for itself and on behalf of the other Second Lien Term Loan Secured Parties, that any ABL Priority Collateral or proceeds Proceeds thereof (including any ABL Priority Collateral or Proceeds thereof subject to Liens that have been avoided or otherwise invalidated) or payment with respect thereto received by Second Lien Term Loan Agent or any other Second Lien Term Loan Secured Party (including any right of set-off) with respect to the Collateral), and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to First Lien ABL Agent for the benefit of the First Lien ABL Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. First Lien ABL Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Term Loan Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold Any payments made by Grantors in trust, and transfer or pay over any respect of the Term Loan Debt with proceeds of Collateral loans or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, advances under the Second Lien Agent ABL Documents shall have received the compliance certificate(s) not be required to be delivered transferred or paid over to Second Lien ABL Agent pursuant to clause (b) for the benefit of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeABL Secured Parties. (b) So long as At all times (i) prior to the Discharge of First Lien Term Loan Debt has occurred or (ii) after both the Discharge of ABL Debt and the Discharge of Second Lien Debt has not occurredTerm Loan Debt, but prior to the payment in full in cash of the Excess Term Loan Debt, in any case, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, ABL Agent agrees, for itself and on behalf of the other ABL Secured Parties, that any Term Loan Priority Collateral or proceeds Proceeds thereof (including any Term Loan Priority Collateral or any Proceeds thereof subject to Liens that have been avoided or otherwise invalidated) or payment with respect theretothereto received by ABL Agent or any other ABL Secured Party (including any right of set-off), and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) ), shall be appliedsegregated and held in trust and promptly transferred or paid over to Term Loan Agent for the benefit of the Term Loan Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance make any such endorsements or assignments as agent for ABL Agent. This authorization is coupled with the Second Lien Documentsan interest and is irrevocable.

Payments Over. (a) So long as the Discharge of First Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Any ABL Priority Collateral or proceeds thereof or payment with respect thereto received by Second Lien a Term Loan Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Term Loan Lender in connection with the exercise of any insurance policy claim right or any condemnation award remedy (including setoff or deed in lieu of condemnation), recoupment) relating to the ABL Priority Collateral shall be segregated and held in trust for the benefit of and promptly transferred or forthwith paid over to First Lien the ABL Agent (and/or its designees) for the benefit of the First Lien Secured Parties ABL Lenders in the same form as received, with any necessary endorsements or assignments as a court of competent jurisdiction may otherwise direct. The ABL Agent is hereby authorized to make any such endorsements as agent for each Term Loan Agent or any such Term Loan Lender. This authorization is coupled with an interest and is irrevocable. (b) Any Term Loan Priority Collateral or proceeds thereof received by the ABL Agent or any ABL Lender in connection with the exercise of any right or remedy (including setoff or recoupment) relating to the Term Loan Priority Collateral shall be segregated and held in trust for the benefit of and forthwith paid over to the Designated Term Loan Agent (and/or its designees) for the benefit of the Term Loan Lenders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. First Lien The Designated Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe ABL Agent or any such ABL Lender. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (bc) So long as Promptly upon the Discharge of First Lien Debt has occurred and ABL Claims, the ABL Agent shall deliver written notice confirming the same to the Term Loan Agents; provided that the failure to give any such notice shall not result in any liability of the ABL Agent or the other ABL Lenders hereunder or in the modification, alteration, impairment, or waiver of the rights of any party hereunder. Promptly upon the Discharge of Second Lien Debt has not occurredTerm Loan Claims, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) the Term Loan Agents shall be applied, deliver written notice confirming the same to the extent required under ABL Agent; provided that the Second Lien Documentsfailure to give any such notice shall not result in any liability of the Term Loan Agents or the other Term Loan Lenders hereunder or in the modification, to alteration, impairment, or waiver of the Second Lien Debt in accordance with the Second Lien Documentsrights of any party hereunder.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or any proceeds thereof (including assets or payment with respect thereto proceeds subject to Liens referred to in the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Second Lien Collateral Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholder in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Collateral less any reasonable out-of-pocket expenses incurred in lieu of condemnation)connection with such Enforcement Action, in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to First Lien Agent for the benefit of the First Lien Secured Parties Collateral Agent in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments warranties) or as a court of competent jurisdiction may otherwise directdirect for application in accordance with Section 4.1 hereof. The First Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentCollateral Agents or any such other Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by any Second Lien Collateral Agent or against any Grantor, other Second Lien Claimholder shall receive any distribution of money or other property in respect of the Collateral (including any assets or proceeds thereof subject to Liens that have been avoided or any payment with respect thereto, including in connection with any insurance policy claim otherwise invalidated) such money or any condemnation award other property (or deed in lieu other than debt obligations of condemnationthe reorganized debtor distributed as contemplated by Section 6.6) shall be applied, segregated and held in trust and forthwith paid over to the extent required under First Lien Collateral Agent in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct for application in accordance with Section 4.1 hereof. Any Lien received by the Second Lien Documents, to Collateral Agents or any other Second Lien Claimholder in respect of any of the Second Lien Debt Obligations in accordance with any Insolvency or Liquidation Proceeding shall be subject to the Second Lien Documentsterms of this Agreement.

Payments Over. (a) So long as the Discharge of Any ABL Facility First Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Priority Collateral or proceeds thereof or payment with respect thereto received by Second Lien the Term Loan/Cash Flow Revolver Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Term Loan/Cash Flow Revolver Lender in connection with any insurance policy claim the Exercise of Any Secured Creditor Remedies (including setoff or any condemnation award (or deed in lieu recoupment) relating to the ABL Facility First Priority Collateral prior to the Discharge of condemnation), ABL Priority Claims shall be segregated and held in trust for the benefit of and promptly transferred or forthwith paid over to First Lien the ABL Agent (and/or its designees) for the benefit of the First Lien Secured Parties ABL Lenders in the same form as received, with any necessary endorsements or assignments as a court of competent jurisdiction may otherwise direct. The ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan/Cash Flow Revolver Agent or any such Term Loan/Cash Flow Revolver Lender. This authorization is coupled with an interest and is irrevocable. (b) Any Term/Cash Flow Revolver Facility First Priority Collateral or proceeds thereof received by the ABL Agent or any ABL Lender in connection with the Exercise of Any Secured Creditor Remedies (including setoff or recoupment) relating to the Term/Cash Flow Revolver Facility First Priority Collateral prior to the Discharge of Term Priority Claims shall be segregated and held in trust for the benefit of and forthwith paid over to the Term Loan/Cash Flow Revolver Agent (and/or its designees) for the benefit of the Term Loan/Cash Flow Revolver Lenders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. First Lien The Term Loan/Cash Flow Revolver Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe ABL Agent or any such ABL Lender. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (bc) So long as Promptly upon the Discharge of First Lien Debt has occurred and ABL Priority Claims, the ABL Agent shall deliver written notice confirming the same to the Term Loan/Cash Flow Revolver Agent; provided that the failure to give any such notice shall not result in any liability of the ABL Agent or the ABL Lenders or in the modification, alteration, impairment or waiver of the rights of any party hereunder. Promptly upon the Discharge of Second Lien Debt has not occurredTerm Priority Claims, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) the Term Loan/Cash Flow Revolver Agent shall be applied, deliver written notice confirming the same to the extent required under ABL Agent; provided that the Second Lien Documentsfailure to give any such notice shall not result in any liability of the Term Loan/Cash Flow Revolver Agent or the Term Loan/Cash Flow Revolver Lenders or in the modification, to alteration, impairment or waiver of the Second Lien Debt in accordance with the Second Lien Documentsrights of any party hereunder.

Payments Over. (a) So long as the Discharge of First Lien Debt ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any ABL Priority Collateral or proceeds Proceeds thereof or payment with respect thereto not constituting Term Priority Collateral received by Second Lien any Term Agent or any other Second Lien Term Secured Party (including any right of set-off) with respect to the Collateral, and including Parties in connection with any insurance policy claim or any condemnation award (or deed in lieu Exercise of condemnation), Secured Creditor Remedies relating to the ABL Priority Collateral shall be segregated and held in trust and promptly transferred or forthwith paid over to First Lien the ABL Agent for the benefit of the First Lien ABL Secured Parties in the same form as received, with any necessary endorsements or assignments as a court of competent jurisdiction may otherwise direct. The ABL Agent is hereby authorized to make any such endorsements as agent for any Term Agent or any such Term Secured Parties. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms. (b) So long as the Discharge of Term Obligations has not occurred, any Term Priority Collateral or Proceeds thereof not constituting ABL Priority Collateral received by the ABL Agent or any other ABL Secured Party in connection with any Exercise of Secured Creditor Remedies relating to the Term Priority Collateral shall be segregated and held in trust and forthwith paid over to the Designated Term Agent for the benefit of the Term Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. First Lien The Designated Term Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe ABL Agent or any such other ABL Secured Parties. This authorization is coupled with an interest and is irrevocable. The Second Lien irrevocable until such time as this Agreement is terminated in accordance with its terms. (c) Nothing in this Agreement shall prohibit the receipt by the ABL Agent shall have no obligation to segregateor any Term Agent or any Secured Party of payments of interest, hold principal and other amounts owed in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” ABL Obligations or pursuant to the definition of “Second Lien Interest Payment Conditions”, Term Obligations so long as applicable, and such compliance certificate(s) certify as to receipt is not the satisfaction direct or indirect result of the conditions set forth in such definitions, and (ii) Exercise of Any Secured Creditor Remedies by the Second Lien ABL Agent did not otherwise have actual knowledge of the applicable payment being or any Term Agent or any Secured Party in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second of any Lien Documents prior to acquiring such knowledgeheld by any of them. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documents.

Payments Over. (a) So Subject to Section 3.5, so long as the Discharge of First Prior Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Second any Subordinated Lien Agent agrees, for itself and on behalf of the other Second Collateral or any proceeds thereof (including any Subordinated Lien Secured Parties, that any Collateral or proceeds thereof subject to Liens that have been avoided or payment with respect thereto otherwise invalidated) received by Second any Subordinated Lien Collateral Agent or any other Second Subordinated Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholders in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award right or remedy relating to the Subordinated Lien Collateral (or deed less any reasonable out of pockets costs and expenses incurred in lieu of condemnation), connection with any such enforcement Action) in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to First the Prior Lien Collateral Agent for the benefit of the First Prior Lien Secured Parties Claimholders (and, if there is more than one Prior Lien Collateral Agent, the Prior Lien Collateral Agent that is the Designated ABL Collateral Agent or Designated Fixed Asset Collateral Agent, as applicable) in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments warranties) or as a court of competent jurisdiction may otherwise direct. First Each Prior Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second the Subordinated Lien AgentCollateral Agent or Subordinated Lien Claimholders. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of Prior Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Prior Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by the Subordinated Lien Collateral Agent or against any Grantor, Subordinated Lien Claimholders shall receive any distribution of money or other property in respect of the Prior Lien Collateral (including any assets or proceeds thereof subject to Liens that have been avoided or otherwise invalidated) such money or other property shall be segregated and held in trust and forthwith paid over to the Prior Lien Collateral Agent for the benefit of the Prior Lien Claimholders in the same form as received, with any necessary endorsements. Any Lien received by the Subordinated Lien Collateral Agent or any payment with Subordinated Lien Claimholders in respect thereto, including of any of the Subordinated Lien Obligations in connection with any insurance policy claim Insolvency or any condemnation award (or deed in lieu of condemnation) Liquidation Proceeding shall be applied, subject to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documentsterms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Revolving Loan Debt has not occurredoccurred (other than the principal amount thereof in excess of the Maximum Priority Revolving Loan Debt), whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Notes Agent agrees, for itself and on behalf of the other Second Lien Notes Secured Parties, that any Revolving Loan Priority Collateral or proceeds thereof or payment with respect thereto received by Second Lien Notes Agent or any other Second Lien Notes Secured Party (including any right of set-off) with respect to the Revolving Loan Priority Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to First Lien Revolving Loan Agent for the benefit of the First Lien Revolving Loan Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. First Lien Revolving Loan Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Notes Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold Any payments made by B&L Supply in trust, and transfer or pay over any respect of the Notes Debt with proceeds of Collateral loans or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, advances under the Second Lien Agent Revolving Loan Documents shall have received the compliance certificate(s) not be required to be delivered transferred or paid over to Second Lien Revolving Loan Agent pursuant to clause (b) for the benefit of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeRevolving Loan Secured Parties. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Notes Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Revolving Loan Agent agrees, for itself and on behalf of the other Revolving Loan Secured Parties, that any Notes Priority Collateral or proceeds thereof or any payment with respect theretothereto received by Revolving Loan Agent or any other Revolving Loan Secured Party (including any right of set-off) with respect to the Notes Priority Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) ), shall be appliedsegregated and held in trust and promptly transferred or paid over to Notes Agent for the benefit of the Notes Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. Notes Agent is hereby authorized to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance make any such endorsements or assignments as agent for Revolving Loan Agent. This authorization is coupled with the Second Lien Documentsan interest and is irrevocable.

Payments Over. (a) So long as the Discharge of First Lien Debt ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien each Term Loan/Notes Agent agrees, for itself and on behalf of the other Second Lien Term Loan/Notes Secured Parties, that any ABL Priority Collateral or proceeds thereof or payment with respect thereto received by Second Lien any Term Loan/Notes Agent or any other Second Lien Term Loan/Notes Secured Party (including any right of set-off) with respect to the ABL Priority Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to First Lien the ABL Agent for the benefit of the First Lien ABL Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct; provided that this Section 4.4 shall not apply to any required payments of interest and principal received by the Term Loan/Notes Agents or any other Term Loan/Notes Secured Party prior to the commencement of any Insolvency or Liquidation Proceeding or any exercise of remedies by the ABL Secured Parties with respect to the ABL Priority Collateral so long as such receipt is not the direct or indirect result of the exercise by the Term Loan/Notes Agents or any other Term Loan/Notes Secured Party of foreclosure rights or other remedies as a secured creditor or enforcement in contravention of this Agreement of any Lien held by any of them or any other act in contravention of this Agreement. First Lien Each Term Loan/Notes Agent, for itself and on behalf of the applicable Term Loan/Notes Secured Parties, also agrees that prior to receipt by the ABL Agent of notice of the exercise of remedies by any Term Loan/Notes Agent, all funds deposited in a Deposit Account or Securities Account that constitutes ABL Priority Collateral subject to an account control agreement and then applied to the ABL Obligations shall be treated as ABL Priority Collateral. In addition, unless and until the Discharge of ABL Obligations occurs, each Term Loan/Notes Agent hereby consents to the application, prior to the receipt by the ABL Agent of notice of the exercise of remedies by any Term Loan/Notes Agent, of cash or other proceeds of Collateral, deposited under deposit account control agreements to the repayment of ABL Obligations pursuant to the ABL Loan Documents. The ABL Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe Term Loan/Notes Agents. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, irrevocable until such time as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount is terminated in accordance with the Second Lien Documents prior to acquiring such knowledgeits terms. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Term Loan/Notes Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the ABL Agent agrees, for itself and on behalf of the other ABL Secured Parties, that any Term Loan/Notes Priority Collateral or proceeds thereof or any payment with respect theretothereto received by the ABL Agent or any other ABL Secured Party (including any right of set-off) with respect to the Term Loan/Notes Priority Collateral, including shall be segregated and held in connection trust and promptly transferred or paid over to the applicable Term Loan/Notes Agents for the benefit of the applicable Term Loan/Notes Secured Parties in the same form as received, with any insurance policy claim necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct; provided that this Section 4.4 shall not apply to any required payments of interest and principal received by the ABL Agent or any condemnation award (or deed in lieu of condemnation) shall be applied, other ABL Secured Party prior to the extent required under commencement of any Insolvency or Liquidation Proceeding so long as such receipt is not the Second direct or indirect result of the exercise by the ABL Agent or any other ABL Secured Party of foreclosure rights or other remedies as a secured creditor or enforcement in contravention of this Agreement of any Lien Documents, held by any of them or any other act in contravention of this Agreement. Each Term Loan/Notes Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien Debt ABL Agent. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms. (c) Promptly upon the Second Lien DocumentsDischarge of ABL Obligations, the ABL Agent shall deliver written notice confirming the same to the Term Loan/Notes Agents; provided that the failure to give any such notice shall not result in any liability of the ABL Agent or the ABL Secured Parties hereunder or in the modification, alteration, impairment, or waiver of the rights of any party hereunder. Promptly upon the Discharge of Term Loan/Notes Obligations, the Term Loan/Notes Agents shall deliver written notice confirming the same to the ABL Agent; provided that the failure to give any such notice shall not result in any liability of the Term Loan/Notes Agents or the Term Loan/Notes Secured Parties hereunder or in the modification, alteration, impairment, or waiver of the rights of any party hereunder.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof (including assets or payment with respect thereto proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the Second Lien Collateral Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholders in connection with the exercise of any insurance policy claim right or any condemnation award remedy (including set-off or deed recoupment) relating to the Collateral in lieu contravention of condemnation), this Agreement shall be segregated and held in trust and promptly transferred or forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentCollateral Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocableirrevocable until the Discharge of First Lien Obligations. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So As long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien DocumentsCollateral Agent or any Second Lien Claimholders shall receive any distribution of money or other property in respect of the Collateral, such money or other property shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements. Any Lien received by the Second Lien Debt in accordance with the Collateral Agent or any Second Lien DocumentsClaimholders in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorObligor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof (including any assets or payment proceeds subject to Liens that have been avoided or otherwise invalidated), any assets or proceeds subject to Liens referred to in Section 2.3, any amounts referred to in the last sentence of Section 6. 3(b) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral (including in connection with respect thereto any Disposition of any Collateral) received by any Second Lien Collateral Agent or any other Second Lien Secured Party Claimholders in connection with any Enforcement Action or other exercise of any right or remedy (including any right of set-offoff or recoupment) with respect relating to the CollateralCollateral in contravention of this Agreement, and including or received by any Second Lien Collateral Agent or any other Second Lien Claimholders in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), in each case, shall be segregated and held in trust and promptly transferred or forthwith paid over to the Directing First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements or assignments endorsements, or as a court of competent jurisdiction may otherwise direct. . (b) Except as otherwise set forth in Section 6.3, so long as the Discharge of First Lien Obligations has not occurred, if in any Insolvency or Liquidation Proceeding any Second Lien Collateral Agent is or any other Second Lien Claimholders shall receive any distribution of money or other property in respect of or on account of the Collateral (including any assets or proceeds subject to Liens that have been avoided or otherwise invalidated or any amounts referred to in the last sentence of Section 6. 3(b)), such money, other property or amounts shall be held in trust and forthwith paid over to the Directing First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements. Any Lien received by any Second Lien Collateral Agent or any other Second Lien Claimholders in respect of any of the Second Lien Obligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement. (c) Until the Discharge of First Lien Obligations occurs, each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, hereby authorized to make irrevocably constitutes and appoints the Directing First Lien Collateral Agent and any officer or agent of the Directing First Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Lien Collateral Agent or any such Second Lien Claimholder or in the Directing First Lien Collateral Agent’s own name, from time to time in the Directing First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 4.2, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 4.2, including any endorsements or assignments as agent for Second Lien Agentother instruments of transfer or release. This authorization power is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as irrevocable until the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien DocumentsObligations.

Payments Over. (a) So long as the Discharge of First Lien Debt ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any ABL Priority Collateral or proceeds Proceeds thereof or payment with respect thereto not constituting Term Priority Collateral received by Second Lien the Term Agent or any other Second Lien Term Secured Party (including any right of set-off) with respect to the Collateral, and including Parties in connection with the exercise of any insurance policy claim right or any condemnation award remedy (or deed including set off) relating to the ABL Priority Collateral in lieu contravention of condemnation), this Agreement shall be segregated and held in trust and promptly transferred or forthwith paid over to First Lien the ABL Agent for the benefit of the First Lien ABL Secured Parties in the same form as received, with any necessary endorsements or assignments as a court of competent jurisdiction may otherwise direct. The ABL Agent is hereby authorized to make any such endorsements as agent for the Term Agent or any such Term Secured Parties. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms. (b) So long as the Discharge of Term Obligations has not occurred, any Term Priority Collateral or Proceeds thereof not constituting ABL Priority Collateral received by the ABL Agent or any other ABL Secured Party in connection with the exercise of any right or remedy (including set off) relating to the Term Priority Collateral in contravention of this Agreement (it being understood that the application of proceeds from any ABL Deposit and Securities Account prior to the delivery of a Term Cash Proceeds Notice shall not be deemed in contravention of this Agreement) shall be segregated and held in trust and forthwith paid over to the Term Agent for the benefit of the Term Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. First Lien The Term Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe ABL Agent or any such other ABL Secured Parties. This authorization is coupled with an interest and is irrevocable. The Second Lien irrevocable until such time as this Agreement is terminated in accordance with its terms. (c) Nothing in this Agreement shall prohibit the receipt by the ABL Agent shall have no obligation to segregateor the Term Agent or any Secured Party of payments of interest, hold principal and other amounts owed in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” ABL Obligations or pursuant to the definition of “Second Lien Interest Payment Conditions”, Term Obligations so long as applicable, and such compliance certificate(s) certify as to receipt is not the satisfaction direct or indirect result of the conditions set forth in such definitions, and (ii) Exercise of Any Secured Creditor Remedies by the Second Lien ABL Agent did not otherwise have actual knowledge of or the applicable payment being Term Agent or any Secured Party in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with to any insurance policy claim or Lien held by any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documentsthem.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorObligor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof (including any assets or payment proceeds subject to Liens that have been avoided or otherwise invalidated), any assets or proceeds subject to Liens referred to in Section 2.3, any amounts referred to in the last sentence of Section 6.3(b) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral (including in connection with respect thereto any Disposition of any Collateral) received by any Second Lien Collateral Agent or any other Second Lien Secured Party Claimholders in connection with any Enforcement Action or any Insolvency or Liquidation Proceeding or other exercise of any right or remedy (including any right of set-offoff or recoupment) with respect relating to the CollateralCollateral in contravention of this Agreement, and including or received by any Second Lien Collateral Agent or any other Second Lien Claimholders in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), in each case, shall be segregated and held in trust and promptly transferred or forthwith paid over to the Directing First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements or assignments endorsements, or as a court of competent jurisdiction may otherwise direct. . (b) Except as otherwise set forth in Section 6.3, so long as the Discharge of First Lien Obligations has not occurred, if in any Insolvency or Liquidation Proceeding any Second Lien Collateral Agent is or any other Second Lien Claimholders shall receive any distribution of money or other property in respect of or on account of the Collateral (including any assets or proceeds subject to Liens that have been avoided or otherwise invalidated or any amounts referred to in the last sentence of Section 6. 3(b)), such money, other property or amounts shall be held in trust and forthwith paid over to the Directing First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements. Any Lien received by any Second Lien Collateral Agent or any other Second Lien Claimholders in respect of any of the Second Lien Obligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement. (c) Until the Discharge of First Lien Obligations occurs, each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, hereby authorized to make irrevocably constitutes and appoints the Directing First Lien Collateral Agent and any officer or agent of the Directing First Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Lien Collateral Agent or any such Second Lien Claimholder or in the Directing First Lien Collateral Agent’s own name, from time to time in the Directing First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 4.2, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 4.2, including any endorsements or assignments as agent for Second Lien Agentother instruments of transfer or release. This authorization power is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as irrevocable until the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien DocumentsObligations.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Second Lien Representative, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof or payment with respect thereto received by Second Lien Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Collateral in lieu contravention of condemnation), this Agreement in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the Designated First Lien Collateral Agent for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The Designated First Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentRepresentative, Second Lien Collateral Agent or any such other Second Lien Secured Party. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether if the Second Lien Representative, the Second Lien Collateral Agent or not any other Second Lien Secured Party shall receive Collateral or any distribution of money or other property in respect of the Collateral (including any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) such money or other property shall be segregated and held in trust 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 necessary endorsements. Any Lien received by the Second Lien Representative, the Second Lien Collateral Agent or any other Second Lien Secured Party in respect of any of the Second Lien Obligations in any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, subject to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documentsterms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt Senior Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Borrower or any Grantorother Obli- gor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof (including any assets or payment proceeds subject to Liens referred to in the final sentence of Section 2.3 and, in case of Foreclosure, notwithstanding any Soulte which may be owed but not yet paid or paid to any Obligor in accordance with respect thereto received the relevant French Collateral Document) re- ceived by Second Lien the Revolving and Term Loan Administrative Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, Revolving and including Term Loan Claim- holders in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Collateral in lieu of condemnation), all cases shall be segregated and held in trust (or on separate account) and promptly transferred or forthwith paid over to First Lien the Senior Administrative Agent for the benefit of the First Lien Secured Parties Senior Claimholders in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. First Lien The Senior Administrative Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge.Revolving and (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Senior Obligations has not occurred, whether if in any Insol- vency or not Liquidation Proceeding the Revolving and Term Loan Administrative Agent or any Revolving and Term Loan Claimholders shall receive any distribution of money or other property (including any se- curities) in respect of the Collateral, such money or other property shall be segregated and held in trust (or on separate account) and forthwith paid over to the Senior Administrative Agent for the benefit of the Senior Claimholders in the same form as received, with any necessary endorsements. Any Lien received by the Revolving and Term Loan Administrative Agent or any Revolving and Term Loan Claimholders in any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, subject to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documentsterms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds Proceeds thereof or payment with respect thereto received by the Second Lien Agent or any other Second Lien Secured Party Parties in connection with the exercise of any right or remedy (including any right of set-set off) with respect relating to the Collateral, and including or in connection with any insurance policy claim or any condemnation or expropriation award (or deed in lieu of condemnationcondemnation or expropriation), other than Reorganization Securities, in contravention of this Agreement or otherwise in a manner which is not consistent with the Lien Priority (or, after the termination of the Standstill Period, in connection with any enforcement of rights or exercise of remedies with respect to the Collateral by the Second Lien Agent or any other Second Lien Secured Party) shall be segregated and held in trust and promptly transferred or forthwith paid over to the First Lien Agent for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. First Lien Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as Until the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurredObligations occurs, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien DocumentsAgent, to for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Agent, and any officer or duly authorized person of the First Lien Agent, with full power of substitution, as the true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of each Second Lien Secured Party in the name of the Second Lien Debt Agent or in accordance the First Lien Agent’s own name, from time to time, in the First Lien Agent’s sole discretion, for the purpose of carrying out the provisions of this Section 3.6 and taking any and all appropriate action and executing and delivering any and all documents and instruments that the First Lien Agent may deem necessary or advisable to accomplish the purposes of this Section 3.6 (which appointment, being coupled with the Second Lien Documentsan interest, is irrevocable).

Payments Over. (a) So long as the Discharge of Any ABL Facility First Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Priority Collateral or proceeds thereof or payment with respect thereto received by Second Lien any Term Loan Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Term Loan Lender in connection with any insurance policy claim the Exercise of Any Secured Creditor Remedies (including setoff or any condemnation award (or deed in lieu recoupment) relating to the ABL Facility First Priority Collateral prior to the Discharge of condemnation), ABL Priority Claims shall be segregated and held in trust for the benefit of and promptly transferred or forthwith paid over to First Lien the ABL Agent (and/or its designees) for the benefit of the First Lien Secured Parties ABL Lenders in the same form as received, with any necessary endorsements or assignments as a court of competent jurisdiction may otherwise direct. The ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agents or any such Term Loan Lender. This authorization is coupled with an interest and is irrevocable. (b) Any Term Facility First Priority Collateral or proceeds thereof received by the ABL Agent or any ABL Lender in connection with the Exercise of Any Secured Creditor Remedies (including setoff or recoupment) relating to the Term Facility First Priority Collateral prior to the Discharge of Term Priority Claims shall be segregated and held in trust for the benefit of and forthwith paid over to the Designated Term Loan Agent (and/or its designees) for the benefit of the Term Loan Lenders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. First Lien The Designated Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe ABL Agent or any such ABL Lender. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (bc) So long as Promptly upon the Discharge of First Lien Debt has occurred and ABL Priority Claims, the ABL Agent shall deliver written notice confirming the same to the Designated Term Loan Agent; provided that the failure to give any such notice shall not result in any liability of the ABL Agent or the ABL Lenders or in the modification, alteration, impairment or waiver of the rights of any party hereunder. Promptly upon the Discharge of Second Lien Debt has not occurredTerm Priority Claims, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) the Designated Term Loan Agent shall be applied, deliver written notice confirming the same to the extent required under ABL Agent; provided that the Second Lien Documentsfailure to give any such notice shall not result in any liability of any Term Loan Agent or the Term Loan Lenders or in the modification, to alteration, impairment or waiver of the Second Lien Debt in accordance with the Second Lien Documentsrights of any party hereunder.

Payments Over. (a) So long as the Discharge of First Lien Debt ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien each Term Loan/Notes Agent agrees, for itself and on behalf of the other Second Lien Term Loan/Notes Secured Parties, that any ABL Priority Collateral or proceeds thereof or payment with respect thereto received by Second Lien any Term Loan/Notes Agent or any other Second Lien Term Loan/Notes Secured Party (including any right of set-off) with respect to the ABL Priority Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to First Lien the ABL Agent for the benefit of the First Lien ABL Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct; provided that this Section 4.4 shall not apply to any required payments of interest and principal received by the Term Loan/Notes Agents or any other Term Loan/Notes Secured Party prior to the commencement of any Insolvency or Liquidation Proceeding or any exercise of remedies by the ABL Secured Parties with respect to the ABL Priority Collateral so long as such receipt is not the direct or indirect result of the exercise by the Term Loan/Notes Agents or any other Term Loan/Notes Secured Party of foreclosure rights or other remedies as a secured creditor or enforcement in contravention of this Agreement of any Lien held by any of them or any other act Table of Contents in contravention of this Agreement. First Lien Each Term Loan/Notes Agent, for itself and on behalf of the applicable Term Loan/Notes Secured Parties, also agrees that prior to receipt by the ABL Agent of notice of the exercise of remedies by any Term Loan/Notes Agent, all funds deposited in a Deposit Account or Securities Account that constitutes ABL Priority Collateral subject to an account control agreement and then applied to the ABL Obligations shall be treated as ABL Priority Collateral. In addition, unless and until the Discharge of ABL Obligations occurs, each Term Loan/Notes Agent hereby consents to the application, prior to the receipt by the ABL Agent of notice of the exercise of remedies by any Term Loan/Notes Agent, of cash or other proceeds of Collateral, deposited under deposit account control agreements to the repayment of ABL Obligations pursuant to the ABL Loan Documents. The ABL Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe Term Loan/Notes Agents. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, irrevocable until such time as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount is terminated in accordance with the Second Lien Documents prior to acquiring such knowledgeits terms. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Term Loan/Notes Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the ABL Agent agrees, for itself and on behalf of the other ABL Secured Parties, that any Term Loan/Notes Priority Collateral or proceeds thereof or any payment with respect theretothereto received by the ABL Agent or any other ABL Secured Party (including any right of set-off) with respect to the Term Loan/Notes Priority Collateral, including shall be segregated and held in connection trust and promptly transferred or paid over to the applicable Term Loan/Notes Agents for the benefit of the applicable Term Loan/Notes Secured Parties in the same form as received, with any insurance policy claim necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct; provided that this Section 4.4 shall not apply to any required payments of interest and principal received by the ABL Agent or any condemnation award (or deed in lieu of condemnation) shall be applied, other ABL Secured Party prior to the extent required under commencement of any Insolvency or Liquidation Proceeding so long as such receipt is not the Second direct or indirect result of the exercise by the ABL Agent or any other ABL Secured Party of foreclosure rights or other remedies as a secured creditor or enforcement in contravention of this Agreement of any Lien Documents, held by any of them or any other act in contravention of this Agreement. Each Term Loan/Notes Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien Debt ABL Agent. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms. (c) Promptly upon the Second Lien DocumentsDischarge of ABL Obligations, the ABL Agent shall deliver written notice confirming the same to the Term Loan/Notes Agents; provided that the failure to give any such notice shall not result in any liability of the ABL Agent or the ABL Secured Parties hereunder or in the modification, alteration, impairment, or waiver of the rights of any party hereunder. Promptly upon the Discharge of Term Loan/Notes Obligations, the Term Loan/Notes Agents shall deliver written notice confirming the same to the ABL Agent; provided that the failure to give any such notice shall not result in any liability of the Term Loan/Notes Agents or the Term Loan/Notes Secured Parties hereunder or in the modification, alteration, impairment, or waiver of the rights of any party hereunder.

Payments Over. (a) So long Until such time as the Discharge of First Lien Debt BlueBay Obligations has not occurred, any Shared Collateral or proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.4 hereof) (or any distribution in respect of the Shared Collateral, whether or not any Insolvency or Liquidation Proceeding has been commenced expressly characterized as such) received by or against any Grantor, Second Lien Agent agreesIESA (including, for itself and on behalf avoidance of doubt, in its capacity as a holder of IESA Pari Passu Obligations or IESA Second-Lien Obligations), in connection with the other Second Lien Secured Parties, that exercise of any Collateral right or proceeds thereof or payment with respect thereto received by Second Lien Agent or any other Second Lien Secured Party remedy (including any right of recoupment or set-off) with respect relating to the Collateral, and including in connection Shared Collateral or otherwise that is inconsistent with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), this Agreement shall be segregated and held in trust and promptly transferred or forthwith paid over to First Lien Agent (for the benefit of the First Lien Secured Parties Parties) in the same form as received, with any necessary endorsements or assignments as a court of competent jurisdiction may otherwise direct. The Agent is hereby authorized to make any such endorsements as agent for IESA (including, for avoidance of doubt, in its capacity as a holder of IESA Pari Passu Obligations or IESA Second-Lien Obligations). This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms. (b) Until such time as the Discharge of IESA Obligations has occurred, any Shared Collateral or proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.4 hereof) (or any distribution in respect of the Shared Collateral, whether or not expressly characterized as such) received by the Agent or the Secured Parties in connection with the exercise of any right or remedy (including recoupment or set-off) relating to the Shared Collateral or otherwise that is inconsistent with this Agreement shall be segregated and held in trust and forthwith paid over to IESA in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. First Lien Agent IESA is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe Agent (for the benefit of the Secured Parties). This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, irrevocable until such time as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount is terminated in accordance with the Second Lien Documents prior to acquiring such knowledgeits terms. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documents.

Payments Over. (a) So long as the Discharge of First Lien Debt Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorObligor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof (including assets or payment with respect thereto proceeds subject to Liens referred to in the final sentence of Section 2.3(a)) received by the Second Lien Agent Priority Collateral Agent, the Third Priority Collateral Agent, any other Second Priority Secured Party or any other Second Lien Third Priority Secured Party in connection with the exercise of any right or remedy (including any right of set-off) with respect relating to the Collateral, and including Collateral in connection with any insurance policy claim contravention of this Agreement or any condemnation award distribution received on account of or by virtue of any Lien on the Collateral in any Insolvency Proceeding (including any distribution on account of or deed in lieu otherwise by virtue of condemnation)any Lien on the Collateral under any Plan of Reorganization) shall, shall upon receiving appropriate written direction from the Lender Agent, be segregated and held in trust and promptly transferred or forthwith paid over to the First Lien Priority Collateral Agent for the benefit of the First Lien Priority Secured Parties in the same form as received, with any necessary endorsements or assignments endorsement, or as a court of competent jurisdiction may otherwise direct. The First Lien Priority Collateral Agent is hereby authorized to make any such endorsements or assignments endorsement as agent for the Second Lien Priority Collateral Agent, the Third Priority Collateral Agent or any other Second Priority Secured Party or Third Priority Secured Party. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds irrevocable until the Discharge of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeFirst Priority Claims has occurred. (b) So long as Following the Discharge of First Lien Debt has occurred Priority Claims and until the Discharge of Second Lien Debt Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorObligor, any Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3(b)) received by the Third Priority Collateral Agent or any payment with respect thereto, including other Third Priority Secured Party in connection with the exercise of any insurance policy claim right or remedy (including set-off) relating to the Collateral in contravention of this Agreement or any condemnation award distribution received on account of or by virtue of any Lien on the Collateral in any Insolvency Proceeding (including any distribution on account of or deed otherwise by virtue of any Lien on the Collateral under any Plan of Reorganization) shall, upon receiving appropriate written direction from the 2010 Trustee, be segregated and held in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, trust and forthwith paid over to the Second Lien Debt in accordance with Priority Collateral Agent for the benefit of the Second Lien DocumentsPriority Secured Parties in the same form as received, with any necessary endorsement, or as a court of competent jurisdiction may otherwise direct. The Second Priority Collateral Agent is hereby authorized to make any such endorsement as agent for the Third Priority Collateral Agent or any other Third Priority Secured Party. This authorization is coupled with an interest and is irrevocable until the Discharge of Second Priority Claims has occurred.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorObligor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof (including any assets or payment proceeds subject to Liens that have been avoided or otherwise invalidated), any assets or proceeds subject to Liens referred to in Section 2.3, any amounts referred to in the last sentence of Section 6.3(b) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral (including in connection with respect thereto any Disposition of any Collateral) received by any Second Lien Collateral Agent or any other Second Lien Secured Party Claimholders in connection with any Enforcement Action or any Insolvency or Liquidation Proceeding or other exercise of any right or remedy (including any right of set-offoff or recoupment) with respect relating to the CollateralCollateral in contravention of this Agreement, and including or received by any Second Lien Collateral Agent or any other Second Lien Claimholders in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), in each case, shall be segregated and held in trust and promptly transferred or forthwith paid over to the Directing First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements or assignments endorsements, or as a court of competent jurisdiction may otherwise direct. . (b) Except as otherwise set forth in Section 6.3, so long as the Discharge of First Lien Obligations has not occurred, if in any Insolvency or Liquidation Proceeding any Second Lien Collateral Agent is or any other Second Lien Claimholders shall receive any distribution of money or other property in respect of or on account of the Collateral (including any assets or proceeds subject to Liens that have been avoided or otherwise invalidated or any amounts referred to in the last sentence of Section 6. 3(b)), such money, other property or amounts shall be segregated and held in trust and forthwith paid over to the Directing First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements. Any Lien received by any Second Lien Collateral Agent or any other Second Lien Claimholders in respect of any of the Second Lien Obligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement. (c) Until the Discharge of First Lien Obligations occurs, each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, hereby authorized to make irrevocably constitutes and appoints the Directing First Lien Collateral Agent and any officer or agent of the Directing First Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Lien Collateral Agent or any such Second Lien Claimholder or in the Directing First Lien Collateral Agent’s own name, from time to time in the Directing First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 4.2, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 4.2, including any endorsements or assignments as agent for Second Lien Agentother instruments of transfer or release. This authorization power is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as irrevocable until the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien DocumentsObligations.

Payments Over. (a) So long as the Discharge of First Lien Revolving Loan Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien the Term Loan Agent agrees, for itself and on behalf of the other Second Lien Term Loan Secured Parties, that any Revolving Loan Priority Collateral or proceeds thereof or payment with respect thereto received by Second Lien the Term Loan Agent or any other Second Lien Term Loan Secured Party (including any right of set-off) with respect to the Revolving Loan Priority Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation)claim, shall be segregated and held in trust and promptly transferred or paid over to First Lien the Revolving Loan Agent for the benefit of the First Lien Revolving Loan Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. First Lien The Revolving Loan Agent is hereby authorized to make any such endorsements or assignments assignments, without any representation, warranty or recourse, express or implied, as agent for Second Lien the Term Loan Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Term Loan Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Revolving Loan Agent agrees, for itself and on behalf of the other Revolving Loan Secured Parties, that any Term Loan Priority Collateral or proceeds thereof or any payment with respect theretothereto received by the Revolving Loan Agent or any other Revolving Loan Secured Party (including any right of set-off) with respect to the Term Loan Priority Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu lieu- of condemnation) ), shall be applied, segregated and held in trust and promptly transferred or paid over to the extent required under Term Loan Agent for the Second Lien Documentsbenefit of the Term Loan Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The Term Loan Agent is hereby authorized to make any such endorsements or assignments, without any representation, warranty or recourse, express or implied, as agent for the Second Lien Debt in accordance Revolving Loan Agent. This authorization is coupled with the Second Lien Documentsan interest and is irrevocable.

Payments Over. (a) So Subject to Section 3.5 and Section 7.5, so long as the Discharge of First Prior Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Second any Subordinated Lien Agent agrees, for itself and on behalf of the other Second Collateral or any proceeds thereof (including any Subordinated Lien Secured Parties, that any Collateral or proceeds thereof subject to Liens that have been avoided or payment with respect thereto otherwise invalidated) received by Second any Subordinated Lien Agent or any other Second Subordinated Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholders in connection with any insurance policy claim Enforcement Action or other exercise of any right or remedy relating to the Subordinated Lien Collateral (less any reasonable out of pockets costs and expenses incurred in connection with any such Enforcement Action), and any distribution (whether or not constituting Subordinated Lien Collateral or the proceeds thereof) from the Company, any other Grantor or any condemnation award (of their respective bankruptcy estates received by any Subordinated Lien Agent or deed any Subordinated Lien Claimholder on account of or in lieu exchange for such party’s interest in the Subordinated Lien Collateral or other rights as a secured creditor in respect of condemnation)the Subordinated Lien Collateral, in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to First the Prior Lien Agent for the benefit of the First Prior Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments or as a court of competent jurisdiction may otherwise directwarranties). First Each Prior Lien Agent is hereby authorized to make any such endorsements or assignments as agent for Second the Subordinated Lien AgentAgent or Subordinated Lien Claimholders. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of Prior Lien Obligations. (b) Subject to Section 7.5, so long as the Discharge of Prior Lien Obligations has not occurred, if in any Insolvency or Liquidation Proceeding the Subordinated Lien Agent or any Subordinated Lien Claimholders shall receive any distribution of money or other property in respect of the Prior Lien Collateral (including any assets or proceeds subject to Liens that have no obligation to segregate, hold in trust, and transfer been avoided or pay over otherwise invalidated) or any proceeds of distribution (whether or not constituting Prior Lien Collateral or payments ifthe proceeds thereof) from the Company, any other Grantor or any of their respective bankruptcy estates on account of or in exchange for such party’s interest in the Prior Lien Collateral or other rights as a secured creditor in respect of the Prior Lien Collateral, such money or other property shall be segregated and held in trust and forthwith paid over to the Prior Lien Agent for the benefit of the Prior Lien Claimholders in the same form as received, with respect to any applicable payment, necessary endorsements (i) other than with respect to Second which endorsements shall be without recourse and without any representations or warranties). Any Lien received by the Subordinated Lien Agent Paymentsor any Subordinated Lien Claimholders in respect of any of the Subordinated Lien Obligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement. (c) Subject to Section 7.5, so long as the Second Lien Discharge of Additional Notes Collateral Debt Obligations has not occurred, if in any Insolvency or Liquidation Proceeding the Initial Note Security Agent or any Initial Note Claimholders shall receive any distribution of money or other property in respect of the Collateral (including any assets or proceeds subject to Liens that have received been avoided or otherwise invalidated) or any distribution (whether or not constituting Collateral or the compliance certificate(sproceeds thereof) from the Company, any other Grantor or any of their respective bankruptcy estates on account of or in exchange for such party’s interest in the Collateral or other rights as a secured creditor in respect of the Collateral, such money or other property shall be segregated and held in trust and, to the extent not otherwise required to be delivered to Second Lien the ABL Agent pursuant to clause (b) this Section 4.2, forthwith paid over to the Additional Notes Collateral Debt Representative for the benefit of the definition Additional Notes Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties). Any Lien received by the Initial Notes Security Agent or any Initial Note Claimholders in respect of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction any of the conditions set forth Initial Note Obligations in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, subject to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documentsterms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Second Lien Representative, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof or payment with respect thereto received by Second Lien Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Collateral in lieu contravention of condemnation), this Agreement in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the Designated First Lien Collateral Agent for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The Designated First Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentRepresentative, Second Lien Collateral Agent or any such other Second Lien Secured Party. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of the second to last paragraph of Section 2.3 and assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Second Lien Representative, the Second Lien Collateral Agent or any payment with respect thereto, including Second Lien Secured Party in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Collateral not in lieu contravention of condemnation) this Agreement shall be applied, segregated and held in trust and forthwith paid over to the extent required under First Lien Collateral Agent for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct in partial satisfaction of the First Lien Obligations. The First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Second Lien DocumentsRepresentative, to the Second Lien Debt in accordance Collateral Agent or any such other Second Lien Secured Party. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations. (c) So long as the Discharge of First Lien Obligations has not occurred, if the Second Lien DocumentsRepresentative, the Second Lien Collateral Agent or any other Second Lien Secured Party shall receive Collateral or any distribution of money or other property in respect of the Collateral (including any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) such money or other property shall be segregated and held in trust 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 necessary endorsements. Any Lien received by the Second Lien Representative, the Second Lien Collateral Agent or any other Second Lien Secured Party in respect of any of the Second Lien Obligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Second Lien Representative, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof or payment with respect thereto received by Second Lien Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Collateral in lieu contravention of condemnation), this Agreement in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the Designated First Lien Collateral Agent for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The Designated First Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentRepresentative, Second Lien Collateral Agent or any such other Second Lien Secured Party. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Third Lien Representative, the Third Lien Collateral Agent or any payment with respect thereto, including other Third Lien Secured Party in connection with any insurance policy claim Enforcement Action or other exercise of any right or remedy relating to the Collateral not in contravention of this Agreement in all cases shall be segregated and held in trust and forthwith paid over to the Designated First Lien Collateral Agent for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct in partial satisfaction of the First Lien Obligations. The Designated First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Third Lien Representative, the Third Lien Collateral Agent or any condemnation award such other Third Lien Secured Party. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations. (c) If the Discharge of First Lien Obligations has occurred, so long as the Discharge of Second Lien Obligations has not occurred, whether or deed not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof (including assets or proceeds subject to Liens referred to in lieu the final sentence of condemnationthe second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Third Lien Representative, Third Lien Collateral Agent or any other Third Lien Secured Party in connection with any Enforcement Action or other exercise of any right or remedy relating to the Collateral in contravention of this Agreement in all cases shall be applied, to the extent required under the Second Lien Documents, segregated and held in trust and forthwith paid over to the Second Lien Debt in accordance with Collateral Agent for the benefit of the Second Lien DocumentsSecured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Second Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Third Lien Representative, Third Lien Collateral Agent or any such other Third Lien Secured Party. This authorization is coupled with an interest and is irrevocable until the Discharge of Second Lien Obligations. (d) So long as the Discharge of First Lien Obligations has not occurred, if the Second Lien Representative, the Second Lien Collateral Agent or any other Second Lien Secured Party or the Third Lien Representative, the Third Lien Collateral Agent or any other Third Lien Secured Party shall receive Collateral or any distribution of money or other property in respect of the Collateral (including any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) such money or other property shall be segregated and held in trust 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 necessary endorsements. Any Lien received by the Second Lien Representative, the Second Lien Collateral Agent or any other Second Lien Secured Party in respect of any of the Second Lien Obligations or the Third Lien Representative, the Third Lien Collateral Agent or any other Third Lien Secured Party in respect of any of the Third Lien Obligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement. (e) If the Discharge of First Lien Obligations has occurred, so long as the Discharge of Second Lien Obligations has not occurred, if the Third Lien Representative, the Third Lien Collateral Agent or any other Third Lien Secured Party shall receive Collateral or any distribution of money or other property in respect of the Collateral (including any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) such money or other property shall be segregated and held in trust and forthwith paid over to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties in the same form as received, with any necessary endorsements. Any Lien received by the Third Lien Representative, the Third Lien Collateral Agent or any other Third Lien Secured Party in respect of any of the Third Lien Obligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof (including assets or payment with respect thereto proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the Second Lien Administrative Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholders in connection with the exercise of any insurance policy claim right or any condemnation award remedy (including set-off or deed recoupment) relating to the Collateral in lieu contravention of condemnation), this Agreement in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the First Lien Administrative Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The First Lien Administrative Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentAdministrative Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the Second Lien Administrative Agent or any payment with respect thereto, including Second Lien Claimholders in connection with the exercise of any insurance policy claim right or any condemnation award remedy (including set-off or deed recoupment) relating to the Second Lien Collateral not in lieu contravention of condemnation) this Agreement shall be appliedsegregated and held in trust and, subject to the extent required reductions for reasonable costs and attorneys’ fees permitted under the Second Lien Documents, to Loan Documents incurred in the exercise of such right or remedy by the Second Lien Debt Administrative Agent or any Second Lien Claimholder in accordance connection with the recovery of such Collateral, forthwith paid over to the First Lien Administrative Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The First Lien Administrative Agent is hereby authorized to make any such endorsements as agent for the Second Lien DocumentsAdministrative Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations. (c) So long as the Discharge of First Lien Obligations has not occurred, if in any Insolvency or Liquidation Proceeding the Second Lien Administrative Agent or any Second Lien Claimholders shall receive any distribution of money or other property in respect of the Second Lien Collateral, such money or other property shall be segregated and held in trust and forthwith paid over to the First Lien Administrative Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements. Any Lien received by the Second Lien Administrative Agent or any Second Lien Claimholders in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any the ABL Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any ABL Priority Collateral or any proceeds thereof and all Sale Proceeds (including assets or payment with respect thereto proceeds subject to Liens referred to in the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by Second Lien the Term Loan Collateral Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Term Loan Claimholder in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the ABL Priority Collateral, less any reasonable out-of-pocket expenses incurred in lieu of condemnation)connection with such Enforcement Action, in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to First Lien either ABL Agent for the benefit of the First Lien Secured Parties ABL Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments warranties) or as a court of competent jurisdiction may otherwise direct. First Lien Either ABL Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe Term Loan Collateral Agent or any such other Term Loan Claimholder. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds irrevocable until the Discharge of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeABL Obligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt ABL Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by or against any of the ABL Grantor, the Term Loan Collateral Agent or any other Term Loan Claimholder shall receive any distribution of money or other property in respect of the ABL Priority Collateral or Sale Proceeds (including any assets of the ABL Grantor or proceeds thereof subject to Liens that have been avoided or any payment with respect thereto, including in connection with any insurance policy claim otherwise invalidated) such money or any condemnation award other property (or deed in lieu other than debt obligations of condemnationthe reorganized debtor distributed as contemplated by Section 6.6) shall be appliedsegregated and held in trust and forthwith paid over to either ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties). Any Lien on any assets or property of the ABL Grantor received by the Term Loan Collateral Agent or any other Term Loan Claimholder in respect of any of the Term Loan Obligations in any Insolvency or Liquidation Proceeding shall be subject to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documentsterms of this Agreement.

Payments Over. (a) So long as Unless and until the Discharge of First Lien Debt Senior Obligations has not occurred, whether any Shared Collateral or not Proceeds thereof received by any Second Priority Representative or any Second Priority Debt Party in connection with the exercise of any right or remedy (including setoff or recoupment) relating to the Shared Collateral or in connection with any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof or payment with respect thereto received by Second Lien Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation)Proceeding, shall be segregated and held in trust for the benefit of and promptly transferred or forthwith paid over to First Lien Agent the Designated Senior Representative for the benefit of the First Lien Senior Secured Parties in the same form as received, with any necessary endorsements or assignments endorsements, or as a court of competent jurisdiction may otherwise direct. First Lien Agent The Designated Senior Representative is hereby authorized to make any such endorsements or assignments as agent for each of the Second Lien AgentPriority Representatives or any such Second Priority Debt Party. This authorization is coupled with an interest and is irrevocable. The ARTICLE V Other Agreements SECTION 5.01. Releases. (a) Each Second Lien Agent shall have no obligation to segregatePriority Representative, hold for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that, in trustthe event of a sale, and transfer or pay over other disposition of any proceeds specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Borrowers) (i) in connection with the exercise of remedies in respect of Collateral or payments if(ii) if not in connection with the exercise of remedies in respect of the Collateral, with respect to so long as an Event of Default (as defined in and under any applicable payment, (i) other than with respect to Second Lien Agent PaymentsDebt Document) has not occurred and is continuing, the Liens granted to the Second Lien Agent Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure Second Priority Debt Obligations shall have received terminate and be released, automatically and without any further action, concurrently with the compliance certificate(s) required termination and release of all Liens granted upon such Shared Collateral to be delivered secure Senior Obligations. Upon delivery to a Second Lien Agent pursuant to clause Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (b) or shall become effective concurrently with such termination and release of the definition of “Permitted Second Lien Payments” or pursuant Liens granted to the definition Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of “termination or release prepared by the Borrowers or any other Grantor, such Second Lien Interest Payment Conditions”Priority Representative will promptly execute, as applicabledeliver or acknowledge, at the Borrowers’ or the other Grantor’s sole cost and expense, such compliance certificate(s) certify as instruments to the satisfaction evidence such termination and release of the conditions Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in such definitions, and (ii) the relevant Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgePriority Debt Documents. (b) So long Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Lien Debt Senior Obligations has occurred and the Discharge of Second Lien Debt has not occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or not after an event of default under any Insolvency Senior Debt Document of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or Liquidation Proceeding has been commenced by impair the rights of the Second Priority Representatives or against any Grantor, any Collateral or the Second Priority Debt Parties to receive proceeds thereof or any payment with respect thereto, including in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any insurance policy claim Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any condemnation award item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or deed make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in lieu a similar capacity to agree to comply, in respect of condemnationany item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) shall be applied, hold any item of Shared Collateral in trust for (to the extent required such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the Second Lien DocumentsPriority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, to or in favor of, the Second Lien Debt in accordance with the Second Lien DocumentsDesignated Senior Representative.

Payments Over. (a) So long as the Discharge of First Lien Senior-Priority Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent each Collateral Trustee agrees, for itself and on behalf of the Pari Passu Lien Representatives and the other Second Pari Passu Lien Secured PartiesClaimholders with respect to which such Collateral Trustee is acting as Agent, that any Collateral or proceeds thereof or payment with respect thereto received by Second Lien Agent any Collateral Trustee or any other Second Pari Passu Lien Secured Party (including any right of set-off) Claimholder, with respect to the Collateral, and including in connection with any right of set-off, insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to the Designated First Lien Debt Collateral Agent for the benefit of the First Lien Secured Parties Debt Claimholders in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct; provided, however, that this Section 4.2(a) shall not apply to any required payments of interest and principal received by any Collateral Trustee or any other Pari Passu Lien Claimholder prior to the commencement of any Insolvency Proceeding so long as such receipt is not the direct or indirect result of the exercise by any Collateral Trustee or any other Pari Passu Lien Claimholder of foreclosure rights or other remedies as a secured creditor or enforcement in contravention of this Agreement of any Lien held by any of them or any other act in contravention of this Agreement. The Designated First Lien Debt Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agenteach Collateral Trustee. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documents.

Payments Over. (a) So long as the Discharge of First Lien Debt Revolving Loan Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf each of the First Lien Term Loan Agent and each other Second First Lien Term Loan Secured PartiesParty and the Incremental Term Loan Agent and each other Incremental Term Loan Secured Party, agrees that any Revolving Loan Priority Collateral or proceeds Proceeds thereof or payment or property (including Reorganization Securities) with respect thereto or with respect to any claim secured by any Revolving Loan Priority Collateral received by Second Lien either Term Loan Agent or any other Second Lien Term Loan Secured Party (including any right of set-off), and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to the Revolving Loan Agent for the benefit of the Revolving Loan Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The Revolving Loan Agent is hereby authorized to make any such endorsements or assignments as agent for either Term Loan Agent. This authorization is coupled with an interest and is irrevocable. (b) After the Discharge of Revolving Loan Obligations but so long as the Discharge of First Lien Term Loan Obligations has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Incremental Term Loan Agent and the other Incremental Term Loan Secured Parties agree that any Collateral or Proceeds thereof or payment or property (including Reorganization Securities) with respect thereto or with respect to any claim secured by any Collateral received by the CollateralIncremental Term Loan Agent or any other Incremental Term Loan Secured Party (including any right of set-off), and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to First Lien Term Loan Agent for the benefit of the First Lien Term Loan Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The First Lien Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien the Incremental Term Loan Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (bc) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Term Loan Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, each of Incremental Term Loan Agent, for itself and on behalf of the other Incremental Term Loan Secured Parties, and the Revolving Loan Agent, for itself and on behalf of the other Revolving Loan Secured Parties, agrees that any Term Loan Priority Collateral or proceeds Proceeds thereof or any payment or property (including Reorganization Securities) with respect theretothereto or with respect to any claim secured by any Term Loan Priority Collateral received by the Incremental Term Loan Agent, or any other Incremental Term Loan Secured Party, or by the Revolving Loan Agent or any other Revolving Loan Secured Party (including any right of set- off), and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) ), shall be applied, segregated and held in trust and promptly transferred or paid over to the extent required under First Lien Term Loan Agent for the Second benefit of the First Lien DocumentsTerm Loan Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The First Lien Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for Incremental Term Loan Agent and the Revolving Loan Agent. This authorization is coupled with an interest and is irrevocable. (d) After the Discharge of First Lien Term Loan Obligations, but so long as the Discharge of Incremental Term Loan Obligations has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Revolving Loan Agent agrees, for itself and on behalf of the other Revolving Loan Secured Parties, that any Term Loan Priority Collateral or Proceeds thereof or payment or property (including Reorganization Securities) with respect thereto or with respect to any claim secured by any Term Loan Priority Collateral received by the Revolving Loan Agent or any other Revolving Loan Secured Party (including any right of set-off), and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to the Second Lien Debt Incremental Term Loan Agent for the benefit of the Incremental Term Loan Secured Parties in accordance the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The Incremental Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien DocumentsRevolving Loan Agent. This authorization is coupled with an interest and is irrevocable.

Payments Over. (a) So long as the Discharge of First Lien Revolving Loan Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien the Collateral Agent agrees, for itself and on behalf of the other Second Lien ROW Secured Parties, that any Revolving Loan Priority Collateral or proceeds Proceeds thereof or payment with respect thereto received by Second Lien the Collateral Agent or any other Second Lien ROW Secured Party (including any right of set-off) with respect to the Collateral), and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), in each case, in violation of this Agreement, shall be segregated and held in trust and promptly transferred or paid over to First Lien the Revolving Loan Agent for the benefit of the First Lien Revolving Loan Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. First Lien The Revolving Loan Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien the Collateral Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien ROW Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Revolving Loan Agent agrees, for itself and on behalf of the other Revolving Loan Secured Parties, that any ROW Priority Collateral or proceeds Proceeds thereof or any payment with respect theretothereto received by the Revolving Loan Agent or any other Revolving Loan Secured Party (including any right of set-off), and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) ), in each case, in violation of this Agreement, shall be appliedsegregated and held in trust and promptly transferred or paid over to the Collateral Agent for the benefit of the ROW Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct; provided, that in the case of any Proceeds of the ROW Priority Collateral received by any of the Revolving Loan Secured Parties in connection with a Disposition of the ROW Priority Collateral by any Grantor, if (i) a Grantor does not provide prior written notice of such Disposition to the Revolving Loan Agent specifying the amount and source of such Proceeds, (ii) such Revolving Loan Secured Party does not otherwise have actual knowledge that such Proceeds constitute Proceeds of the ROW Priority Collateral or (iii) the Revolving Loan Agent has not been notified, in writing, by the Collateral Agent (acting on the instructions of the ROW Instructing Group) prior to such deposit or receipt that such Proceeds constitute ROW Priority Collateral, which notification identifies the amount and specifies the origin thereof, then no Revolving Loan Secured Party shall have any obligation to pay over any Proceeds of such Disposition to the Collateral Agent; provided, further, that in the event that the Revolving Loan Agent is notified in writing by the Collateral Agent (acting on the instructions of the ROW Instructing Group) within two (2) days after such deposit or receipt that such Proceeds constitute ROW Priority Collateral, which notification identifies the amount and specifies the origin thereof, and if such Proceeds do constitute ROW Priority Collateral, then to the extent that the Revolving Loan Agent subsequently receives cash proceeds that constitute Revolving Loan Priority Collateral, to the extent required under not prohibited by applicable law, the Second Lien Documents, Revolving Loan Agent shall turn over to the Second Lien Debt in accordance Collateral Agent a portion of such Proceeds equal to the amount of the Proceeds of the ROW Priority Collateral previously received by the Revolving Loan Agent and applied to the Revolving Loan Debt. The Collateral Agent (acting on the instructions of the ROW Instructing Group) is hereby authorized to make any such endorsements or assignments as agent for the Revolving Loan Agent. This authorization is coupled with an interest and is irrevocable. (c) Any payments made by Revolving Loan Agent or any Revolving Loan Secured Party to any European Agent or the Second Lien DocumentsCollateral Agent under this Section 4.2 shall be deemed made for the benefit of the applicable ROW Secured Party and Revolving Loan Agent’s and/or Revolving Loan Secured Party’s obligations under this Section 4.2 shall be discharged.

Payments Over. (a) So long as the Discharge of First Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Any ABL Priority Collateral or proceeds thereof or payment with respect thereto received by Second Lien a Term Loan Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Term Loan Lender in connection with the exercise of any insurance policy claim right or any condemnation award remedy (including setoff or deed recoupment) relating to the ABL Priority Collateral in lieu contravention of condemnation), this Agreement or otherwise in a manner which is not consistent with the order of priority of Liens established by Section 2.1 above shall be segregated and held in trust for the benefit of and promptly transferred or forthwith paid over to First Lien the ABL Agent (and/or its designees) for the benefit of the First Lien Secured Parties ABL Lenders in the same form as received, with any necessary endorsements or assignments as a court of competent jurisdiction may otherwise direct. The ABL Agent is hereby authorized to make any such endorsements as agent for each Term Loan Agent or any such Term Loan Lender. This authorization is coupled with an interest and is irrevocable. (b) Any Term Loan Priority Collateral or proceeds thereof received by an ABL Agent or any ABL Lender in connection with the exercise of any right or remedy (including setoff or recoupment) relating to the Term Loan Priority Collateral in contravention of this Agreement or otherwise in a manner which is not consistent with the order of priority of Liens established by Section 2.1 above shall be segregated and held in trust for the benefit of and forthwith paid over to the Designated Term Loan Agent (and/or its designees) for the benefit of the Term Loan Lenders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. First Lien The Designated Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agenteach ABL Agent or any such ABL Lender. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (bc) So long as Promptly upon the Discharge of First Lien Debt has occurred and ABL Claims, the ABL Agents shall deliver written notice confirming the same to the Term Loan Agents; provided that the failure to give any such notice shall not result in any liability of the ABL Agents or the ABL Lenders hereunder or in the modification, alteration, impairment, or waiver of the rights of any party hereunder. Promptly upon the Discharge of Second Lien Debt has not occurredTerm Loan Claims, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) the Term Loan Agents shall be applied, deliver written notice confirming the same to the extent required under ABL Agents; provided that the Second Lien Documentsfailure to give any such notice shall not result in any liability of the Term Loan Agents or the Term Loan Lenders hereunder or in the modification, to alteration, impairment, or waiver of the Second Lien Debt in accordance with the Second Lien Documentsrights of any party hereunder.

Payments Over. (a) So long as Unless and until the Discharge of First Lien Debt Senior Obligations or the repayment in full of the Senior Obligations (in each case other than Excess Senior Obligations) in cash or equity has not occurred, occurred and regardless of whether or not any an Insolvency or Liquidation Proceeding has been commenced by or against commenced, any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Shared Collateral or proceeds Proceeds thereof or payment with respect thereto received by any Second Lien Agent Priority Representative or any other Second Lien Secured Priority Debt Party in connection with the exercise of any right or remedy (including any right of set-offsetoff or recoupment) with respect to the Collateral, and including Shared Collateral (except as otherwise set forth in connection with Article VI) in any insurance policy claim Insolvency or any condemnation award (Liquidation Proceeding or deed otherwise in lieu contravention of condemnation), this Agreement shall be segregated and held in trust for the benefit of and promptly transferred or forthwith paid over to First Lien Agent the Designated Senior Representative for the benefit of the First Lien Senior Obligations (other than Excess Senior Obligations) of the Senior Secured Parties in the same form as received, with any necessary endorsements or assignments endorsements, or as a court of competent jurisdiction may otherwise direct. First Lien Agent The Designated Senior Representative is hereby authorized to make any such endorsements or assignments as agent for each of the Second Lien AgentPriority Representatives or any such Second Priority Debt Party. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as the Discharge of First Lien Debt has occurred Unless and until the Discharge of Second Lien Priority Debt Obligations has not occurred, occurred and regardless of whether or not any an Insolvency or Liquidation Proceeding has been commenced by or against any Grantorcommenced, any Shared Collateral or proceeds Proceeds thereof received by any Senior Representative or any payment with respect thereto, including Senior Secured Party on account of any Excess Senior Obligations in connection with the exercise of any insurance policy claim right or remedy (including setoff or recoupment) with respect to the Shared Collateral (except as otherwise set forth in Article VI) in any Insolvency or Liquidation Proceeding or otherwise in contravention of this Agreement shall be segregated and held in trust for the benefit of and forthwith paid over to the Designated Second Priority Representative for the benefit of the Second Priority Debt Parties in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Designated Second Priority Representative is hereby authorized to make any such endorsements as agent for each of the Senior Representatives or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance such Senior Secured Party. This authorization is coupled with the Second Lien Documentsan interest and is irrevocable.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Common Collateral or proceeds thereof (including assets or payment with respect thereto proceeds subject to Liens referred to in the final sentence of Section 2.3 and assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Second Lien Collateral Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholders in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Common Collateral in lieu contravention of condemnation), this Agreement in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentCollateral Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Common Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 and assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Second Lien Collateral Agent or any payment with respect thereto, including Second Lien Claimholders in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Common Collateral not in lieu contravention of condemnationthis Agreement shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct; provided, however, that this Section 4.2(b) shall only be applied, to applicable if the extent required under exercise of such right or remedy by the Second Lien Documents, Collateral Agent or any Second Lien Claimholder has the effect of discharging the Lien of the First Lien Collateral Agent on such Common Collateral. The First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Second Lien Debt Collateral Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations. (c) So long as the Discharge of First Lien Obligations has not occurred, if in accordance with any Insolvency or Liquidation Proceeding the Second Lien DocumentsCollateral Agent or any Second Lien Claimholders shall receive any distribution of money or other property in respect of the Common Collateral, such money or other property shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements. Any Lien received by the Second Lien Collateral Agent or any Second Lien Claimholders in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt Term Loan Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any New Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Term Loan Priority Collateral or any proceeds thereof (including assets or payment with respect thereto proceeds subject to Liens referred to in the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by Second Lien the Pari Passu Collateral Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including ABL Claimholder in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Term Loan Priority Collateral, less any reasonable out-of-pocket expenses incurred in lieu of condemnation)connection with such Enforcement Action, in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to First Lien the Term Loan Collateral Agent for the benefit of the First Lien Secured Parties Term Loan Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments warranties) or as a court of competent jurisdiction may otherwise direct. First Lien The Term Loan Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe Pari Passu Collateral Agent or any such other ABL Claimholder. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds irrevocable until the Discharge of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeTerm Loan Obligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Term Loan Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by or against of any New Grantor, the Pari Passu Collateral Agent or any other ABL Claimholder shall receive any distribution of money or other property in respect of the Term Loan Priority Collateral (including any assets of any New Grantor or proceeds thereof subject to Liens that have been avoided or any payment with respect thereto, including in connection with any insurance policy claim otherwise invalidated) such money or any condemnation award other property (or deed in lieu other than debt obligations of condemnationthe reorganized debtor distributed as contemplated by Section 6.6) shall be applied, segregated and held in trust and forthwith paid over to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documents.the

Payments Over. (a) So long as the Discharge of First Lien Revolving Loan Priority Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Term Loan Agent agrees, for itself and on behalf of the other Second Lien Term Loan Secured Parties, that any Revolving Loan Priority Collateral or proceeds Proceeds thereof or payment with respect thereto received by Second Lien Term Loan Agent or any other Second Lien Term Loan Secured Party (including any right of set-off) with respect to the Collateral), and including in connection with any insurance policy claim or any condemnation or expropriation award (or deed in lieu of condemnationcondemnation or expropriation), in each case, in violation of this Agreement, shall be segregated and held in trust and promptly transferred or paid over to First Lien Revolving Loan Agent for the benefit of the First Lien Revolving Loan Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. First Lien Revolving Loan Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Term Loan Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Term Loan Priority Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Revolving Loan Agent agrees, for itself and on behalf of the other Revolving Loan Secured Parties, that any Term Loan Priority Collateral or proceeds Proceeds thereof or any payment with respect theretothereto received by Revolving Loan Agent or any other Revolving Loan Secured Party (including any right of set-off), and including in connection with any insurance policy claim or any condemnation or expropriation award (or deed in lieu of condemnation) condemnation or expropriation), in each case, in violation of this Agreement, shall be appliedsegregated and held in trust and promptly transferred or paid over to Term Loan Agent for the benefit of the Term Loan Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance make any such endorsements or assignments as agent for Revolving Loan Agent. This authorization is coupled with the Second Lien Documentsan interest and is irrevocable.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorObligor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof (including any assets or payment proceeds subject to Liens that have been avoided or otherwise invalidated), any assets or proceeds subject to Liens referred to in Section 2.3, any amounts referred to in the last sentence of Section 6.3(b) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral (including in connection with respect thereto any Disposition of any Collateral) received by the Second Lien Collateral Agent or any other Second Lien Secured Party Claimholders in connection with any Enforcement Action or any Insolvency or Liquidation Proceeding or other exercise of any right or remedy (including any right of set-offoff or recoupment) with respect relating to the CollateralCollateral in contravention of this Agreement, and including or received by the Second Lien Collateral Agent or any other Second Lien Claimholders in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), in each case, shall be segregated and held in trust and promptly transferred or forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements or assignments endorsements, or as a court of competent jurisdiction may otherwise direct. First Lien Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So Except as otherwise set forth in Section 6.3, so long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien DocumentsCollateral Agent or any other Second Lien Claimholders shall receive any distribution of money or other property in respect of or on account of the Collateral (including any assets or proceeds subject to Liens that have been avoided or otherwise invalidated or any amounts referred to in the last sentence of Section 6.3(b)), such money, other property or amounts shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements. Any Lien received by the Second Lien Debt Collateral Agent or any other Second Lien Claimholders in accordance with respect of any of the Second Lien DocumentsObligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorObligor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof (including any assets or payment proceeds subject to Liens that have been avoided or otherwise invalidated), any assets or proceeds subject to Liens referred to in Section 2.3, any amounts referred to in the last sentence of Section 6.3(b) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral (including in connection with respect thereto any Disposition of any Collateral) received by any Second Lien Collateral Agent or any other Second Lien Secured Party Claimholders in connection with any Enforcement Action or any Insolvency or Liquidation Proceeding or other exercise of any right or remedy (including any right of set-offoff or recoupment) with respect relating to the CollateralCollateral in contravention of this Agreement, and including or received by any Second Lien Collateral Agent or any other Second Lien Claimholders in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), in each case, shall be segregated and held in trust and promptly transferred or forthwith paid over to the Directing First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements or assignments endorsements, or as a court of competent jurisdiction may otherwise direct. First Lien Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So Except as otherwise set forth in Section 6.3, so long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by any Second Lien Collateral Agent or against any Grantor, other Second Lien Claimholders shall receive any distribution of money or other property in respect of or on account of the Collateral (including any assets or proceeds thereof subject to Liens that have been avoided or otherwise invalidated or any payment with respect theretoamounts referred to in the last sentence of Section 6.3(b)), including such money, other property or amounts shall be held in connection trust and forthwith paid over to the Directing First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any insurance policy claim necessary endorsements. Any Lien received by any Second Lien Collateral Agent or any condemnation award (or deed other Second Lien Claimholders in lieu respect of condemnation) shall be applied, to the extent required under any of the Second Lien Documents, Obligations in any Insolvency or Liquidation Proceeding shall be subject to the Second Lien Debt in accordance with the Second Lien Documentsterms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt Revolving Loan Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf each of the First Lien Term Loan Agent and each other Second First Lien Term Loan Secured PartiesParty and the Incremental Term Loan Agent and each other Incremental Term Loan Secured Party, agrees that any Revolving Loan Priority Collateral or proceeds Proceeds thereof or payment or property (including Reorganization Securities) with respect thereto or with respect to any claim secured by any Revolving Loan Priority Collateral received by Second Lien either Term Loan Agent or any other Second Lien Term Loan Secured Party (including any right of set-off), and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to the Revolving Loan Agent for the benefit of the Revolving Loan Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The Revolving Loan Agent is hereby authorized to make any such endorsements or assignments as agent for either Term Loan Agent. This authorization is coupled with an interest and is irrevocable. (b) After the Discharge of Revolving Loan Obligations but so long as the Discharge of First Lien Term Loan Obligations has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Incremental Term Loan Agent and the other Incremental Term Loan Secured Parties agree that any Collateral or Proceeds thereof or payment or property (including Reorganization Securities) with respect thereto or with respect to any claim secured by any Collateral received by the CollateralIncremental Term Loan Agent or any other Incremental Term Loan Secured Party (including any right of set-off), and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to First Lien Term Loan Agent for the benefit of the First Lien Term Loan Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The First Lien Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien the Incremental Term Loan Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (bc) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Term Loan Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, each of Incremental Term Loan Agent, for itself and on behalf of the other Incremental Term Loan Secured Parties, and the Revolving Loan Agent, for itself and on behalf of the other Revolving Loan Secured Parties, agrees that any Term Loan Priority Collateral or proceeds Proceeds thereof or any payment or property (including Reorganization Securities) with respect theretothereto or with respect to any claim secured by any Term Loan Priority Collateral received by the Incremental Term Loan Agent, or any other Incremental Term Loan Secured Party, or by the Revolving Loan Agent or any other Revolving Loan Secured Party (including any right of set-off), and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) ), shall be appliedsegregated and held in trust and promptly transferred or paid over to the First Lien Term Loan Agent for the benefit of the First Lien Term Loan Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The First Lien Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for Incremental Term Loan Agent and the Revolving Loan Agent. This authorization is coupled with an interest and is irrevocable. (d) After the Discharge of First Lien Term Loan Obligations, but so long as the Discharge of Incremental Term Loan Obligations has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Revolving Loan Agent agrees, for itself and on behalf of the other Revolving Loan Secured Parties, that any Term Loan Priority Collateral or Proceeds thereof or payment or property (including Reorganization Securities) with respect thereto or with respect to any claim secured by any Term Loan Priority Collateral received by the Revolving Loan Agent or any other Revolving Loan Secured Party (including any right of set-off), and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to the Incremental Term Loan Agent for the benefit of the Incremental Term Loan Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The Incremental Term Loan Agent is hereby authorized to make any such endorsements or assignments as agent for the Revolving Loan Agent. This authorization is coupled with an interest and is irrevocable. (e) Notwithstanding anything to the contrary in this Section 4.2 or otherwise in this Agreement, none of the Revolving Loan Agent, any Revolving Loan Secured Party, the First Lien Term Loan Agent, any First Lien Term Loan Secured Party, the Incremental Term Loan Agent or any Incremental Term Loan Secured Party shall be required to pay over to any other Agent any payments made to such person that constitute (i) Permitted Adequate Protection Payments or (ii) principal, interest or other payments required to be paid to such Person under the applicable Loan Documents so long as the receipt of such payments is not the direct or indirect result of the exercise of rights or remedies with respect to any Collateral, the enforcement of rights or remedies in contravention of this Agreement, or as part of any Insolvency Proceeding. (f) In the event that Proceeds of Collateral are received in connection with Disposition of Collateral, or if any Secured Party receives any payment or property (including any Reorganization Securities) in any Insolvency Proceeding on account of any claim of such Secured Party secured by any Collateral, that directly or indirectly involves both of some or all of the Revolving Loan Priority Collateral and some or all of the Term Loan Priority Collateral, the then Senior Agent with respect to the Revolving Loan Priority Collateral and the then Senior Agent with respect to the Term Loan Priority Collateral shall use commercially reasonable efforts in good faith to allocate the Proceeds received in connection with such Disposition of such Collateral, or the payment or property received on account of such secured claim, to the Revolving Loan Priority Collateral and the Term Loan Priority Collateral. If the respective Senior Agents are unable to agree on such allocation within ten (10) Business Days (or such other period of time as such Senior Agents agree at the time of the consummation of such Disposition or the receipt of such payment or property), the portion of such Proceeds, or of the payment or property received, that shall be allocated as Proceeds of Revolving Loan Priority Collateral for purposes of this Agreement shall be an amount equal to (or a pro rata share of such payment or property received based upon) the sum of the book value of the Accounts and fair market value of the Inventory included in the Collateral subject to such Disposition (determined at the time of such Disposition or receipt of payment or property, as applicable) with the balance of the Proceeds or such payment or property to be allocated to the Term Loan Priority Collateral, provided, that, to the extent required under that the Second Lien DocumentsRevolving Loan Priority Collateral subject to such Disposition or payment may include assets other than Accounts and Inventory, at the option of the Revolving Loan Agent, the appraised value of such other assets may be used for the purposes of the allocation of such Proceeds to the Second Lien Debt Revolving Loan Priority Collateral based on the then most current satisfactory appraisal received by the Revolving Loan Agent with respect thereto. Notwithstanding anything to the contrary in accordance with this Agreement, it is understood and agreed that Proceeds of Equity Interests and Real Property shall constitute Term Loan Priority Collateral, and the Second Lien DocumentsRevolving Loan Secured Parties shall not have any rights in respect of Real Property of any Grantor (including Proceeds thereof).

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof, (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Second Lien Representative, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof or payment with respect thereto received by Second Lien Agent or any other Second Lien Secured Party (including Claimholder in connection with any Enforcement Action or other exercise of any right of set-off) with respect or remedy relating to the Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the Designated First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments warranties) or as a court of competent jurisdiction may otherwise direct. The Designated First Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentRepresentatives, Second Lien Collateral Agents or any such other Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorSecond Lien Representative, any Second Lien Collateral Agent or any other Second Lien Claimholder shall receive any distribution of money or other property in respect of the Collateral (including any assets or proceeds thereof subject to Liens that have been avoided or any payment with respect thereto, including in connection with any insurance policy claim otherwise invalidated) such money or any condemnation award other property (or deed in lieu other than debt obligations of condemnationthe reorganized debtor distributed as contemplated by Section 6.6) shall be applied, segregated and held in trust and forthwith paid over to the extent required under Designated First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties). Any Lien received by any Second Lien Representative, any Second Lien Collateral Agent or any other Second Lien Claimholder in respect of any of the Second Lien Documents, Obligations in any Insolvency or Liquidation Proceeding shall be subject to the Second Lien Debt in accordance with the Second Lien Documentsterms of this Agreement.

Payments Over. (a) So Subject to Section 3.5, so long as the Discharge of First Prior Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, Second any Subordinated Lien Agent agrees, for itself and on behalf of the other Second Collateral or any proceeds thereof (including any Subordinated Lien Secured Parties, that any Collateral or proceeds thereof subject to Liens that have been avoided or payment with respect thereto otherwise invalidated) received by Second any Subordinated Lien Collateral Agent or any other Second Subordinated Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholders in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award right or remedy relating to the Subordinated Lien Collateral (less any reasonable out of pockets costs and expenses incurred in connection with any such Enforcement Action) or deed otherwise in lieu contravention of condemnation), this Agreement in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to First the Prior Lien Collateral Agent for the benefit of the First Prior Lien Secured Parties Claimholders (and, if there is more than one Prior Lien Collateral Agent, the Prior Lien Collateral Agent that is an ABL Collateral Agent or Designated Fixed Asset Collateral Agent, as applicable) in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments warranties) or as a court of competent jurisdiction may otherwise direct. First Each Prior Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second the Subordinated Lien AgentCollateral Agent or Subordinated Lien Claimholders. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of Prior Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Prior Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by the Subordinated Lien Collateral Agent or against any Grantor, Subordinated Lien Claimholders shall receive any distribution of money or other property solely in respect of the Prior Lien Collateral (including any assets or proceeds thereof subject to Liens that have been avoided or otherwise invalidated) such money or other property shall be segregated and held in trust and forthwith paid over to the Prior Lien Collateral Agent for the benefit of the Prior Lien Claimholders in the same form as received, with any necessary endorsements. Any Lien received by the Subordinated Lien Collateral Agent or any payment with Subordinated Lien Claimholders in respect thereto, including of any of the Subordinated Lien Obligations in connection with any insurance policy claim Insolvency or any condemnation award (or deed in lieu of condemnation) Liquidation Proceeding shall be applied, subject to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documentsterms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any ABL Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any ABL Priority Collateral or any proceeds thereof (including assets or payment with respect thereto proceeds subject to Liens referred to in the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by Second Lien the Term Loan Collateral Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Term Loan Claimholder in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the ABL Priority Collateral, in lieu of condemnation), all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to First Lien the ABL Collateral Agent for the benefit of the First Lien Secured Parties ABL Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments warranties) or as a court of competent jurisdiction may otherwise direct. First Lien The ABL Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe Term Loan Collateral Agent or any such other Term Loan Claimholder. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds irrevocable until the Discharge of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeABL Obligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt ABL Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by or against of any ABL Grantor, the Term Loan Collateral Agent or any other Term Loan Claimholder shall receive any distribution of money or other property in respect of the ABL Priority Collateral (including any assets of any ABL Grantor or proceeds thereof subject to Liens that have been avoided or any payment with respect thereto, including in connection with any insurance policy claim otherwise invalidated) such money or any condemnation award other property (or deed in lieu other than debt obligations of condemnationthe reorganized debtor distributed as contemplated by Section 6.6) shall be applied, segregated and held in trust and forthwith paid over to the extent required under ABL Collateral Agent for the Second benefit of the ABL Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties). Any Lien Documents, on any assets or property of any ABL Grantor received by the Term Loan Collateral Agent or any other Term Loan Claimholder in respect of any of the Term Loan Obligations in any Insolvency or Liquidation Proceeding shall be subject to the Second Lien Debt in accordance with the Second Lien Documentsterms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorCredit Party, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof (including (i) any Subject Interests, or payment any proceeds thereof, and (ii) assets or proceeds subject to Liens referred to in the final sentence of Section 2.5) and, in accordance with respect thereto received by and as expressly set forth under Section 6.02 of the Second Lien Agent Notes Indenture (as in effect on the date hereof), any amount (whether or any not Collateral or proceeds thereof) (other Second Lien Secured Party (including any right than payments of set-off) interest made in kind or payments made with respect to reimbursement of reasonable legal fees) in each case received by the Collateral, and including Second Lien Notes Trustee or any Second Lien Notes Secured Party whether in connection with any insurance policy claim Exercise of Any Secured Creditor Remedies or other exercise of any condemnation award right or remedy relating to the Collateral (or deed Subject Interests) or otherwise in lieu of condemnation), all cases (except to the extent expressly permitted to be received under this Section 3.6) shall be segregated and held in trust and promptly transferred or forthwith paid over to the First Lien Agent for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise directdirect unless such Collateral or proceeds thereof have been previously declined in writing by the First Lien Agent or the First Lien Secured Parties in accordance with the terms of the First Lien Documents. The First Lien Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentNotes Trustee or any other Second Lien Notes Secured Parties. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, irrevocable until such time as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount is terminated in accordance with the Second Lien Documents prior to acquiring such knowledgeits terms. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien DocumentsNotes Trustee or any Second Lien Notes Secured Parties shall receive any distribution of money or other property (including any securities), such money or other property shall be segregated and held in trust and forthwith paid over to the Second First Lien Debt Agent for the benefit of the First Lien Secured Parties in accordance the same form as received, with the Second Lien Documentsany necessary endorsements.

Payments Over. (a) So long as the Discharge of First Lien Debt ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any ABL Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any ABL Priority Collateral or any proceeds thereof and all Sale Proceeds (including assets or payment with respect thereto proceeds subject to Liens referred to in the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by Second Lien the Term Loan Collateral Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Term Loan Claimholder in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the ABL Priority Collateral, less any reasonable out-of-pocket expenses incurred in lieu of condemnation)connection with such Enforcement Action, in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to First Lien the ABL Collateral Agent for the benefit of the First Lien Secured Parties ABL Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments warranties) or as a court of competent jurisdiction may otherwise direct. First Lien The ABL Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe Term Loan Collateral Agent or any such other Term Loan Claimholder. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds irrevocable until the Discharge of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeABL Obligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt ABL Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by or against of any ABL Grantor, the Term Loan Collateral Agent or any other Term Loan Claimholder shall receive any distribution of money or other property in respect of the ABL Priority Collateral or Sale Proceeds (including any assets of any ABL Grantor or proceeds thereof subject to Liens that have been avoided or any payment with respect thereto, including in connection with any insurance policy claim otherwise invalidated) such money or any condemnation award other property (or deed in lieu other than debt obligations of condemnationthe reorganized debtor distributed as contemplated by Section 6.6) shall be applied, segregated and held in trust and forthwith paid over to the extent required under ABL Collateral Agent for the Second benefit of the ABL Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties). Any Lien Documents, on any assets or property of any ABL Grantor received by the Term Loan Collateral Agent or any other Term Loan Claimholder in respect of any of the Term Loan Obligations in any Insolvency or Liquidation Proceeding shall be subject to the Second Lien Debt in accordance with the Second Lien Documentsterms of this Agreement.

Payments Over. (a) So long as the Discharge of First Priority Lien Debt Obligations has not occurredoc- curred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorNotes Collateral, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or cash proceeds thereof or payment with respect thereto non-cash proceeds not constituting ABL Facility Collateral received by Second the ABL Facility Agent, the Junior Lien Agent Collateral Agent, any ABL Secured Parties or any other Second Junior Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Parties in connection with the exercise of any insurance policy claim right or any condemnation award remedy (or deed including set off) relating to the Notes Collateral in lieu contravention of condemnation), this Agree- ment shall be segregated and held in trust and promptly transferred or forthwith paid over to the First Lien Priority Collateral Agent for the benefit of the First Lien Priority Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The First Lien Agent is Priority Collateral Agents are hereby authorized to make any such endorsements or assignments as agent for Second the ABL Facility Agent, any such ABL Secured Parties, the Junior Lien AgentCollateral Agent or any such Junior Lien Secured Parties. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold irrevoca- ble until such time as this Agreement is terminated in trust, and transfer or pay over any proceeds of Collateral or payments if, accordance with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause its terms. (b) Following the Discharge of First Priority Lien Obligations, so long as the definition Discharge of “Permitted Second ABL Obligations has not occurred, any Notes Collateral, cash proceeds thereof or non-cash proceeds received by the Junior Lien Payments” Collateral Agent or pursuant any Junior Lien Secured Par- ties in connection with the exercise of any right or remedy (including setoff) relating to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being Notes Collateral in contravention of this Agreement shall be segregated and had held in trust and forthwith paid outover to the ABL Facility Agent for the benefit of the ABL Secured Parties in the same form as received, applied with any necessary endorsements or retained as a court of competent jurisdiction may other- wise direct. The ABL Facility Agent is hereby authorized to make any such endorsements as agent for the applicable payment amount Junior Lien Collateral Agent or any such Junior Lien Secured Parties. This authori- zation is coupled with an interest and is irrevocable until such time as this Agreement is termi- nated in accordance with the Second Lien Documents prior to acquiring such knowledgeits terms. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documents.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Second Lien Representative, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof or payment with respect thereto received by Second Lien Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholder in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Collateral or the Restricted Assets in lieu contravention of condemnation), this Agreement in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the Designated First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments warranties) or as a court of competent jurisdiction may otherwise direct. The Designated First Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentRepresentatives, Second Lien Collateral Agents or any such other Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 2.3 and assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Second Lien Representative, any Second Lien Collateral Agent or any payment with respect thereto, including Second Lien Claimholder in connection with any insurance policy claim Enforcement Action or other exercise of any right or remedy relating to the Collateral not in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Designated First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct; provided that with respect to Collateral this Section 4.2(b) shall only be applicable if the exercise of such right or remedy by any Second Lien Representative, any Second Lien Collateral Agent or any condemnation award (Second Lien Claimholder has the effect of discharging the Lien of any First Lien Representative or deed in lieu of condemnation) shall be applied, First Lien Collateral Agent on such Collateral. The Designated First Lien Collateral Agent is hereby authorized to the extent required under make any such endorsements as agent for the Second Lien DocumentsRepresentatives, to the Second Lien Debt Collateral Agents or any such other Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations. (c) So long as the Discharge of First Lien Obligations has not occurred, if in accordance any Insolvency or Liquidation Proceeding any Second Lien Representative, any Second Lien Collateral Agent or any other Second Lien Claimholder shall receive any distribution of money or other property in respect of the Collateral, Restricted Assets or Sale Proceeds (including any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) such money or other property shall be segregated and held in trust and forthwith paid over to the Designated First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties). Any Lien received by any Second Lien Representative, any Second Lien Collateral Agent or any other Second Lien Claimholder in respect of any of the Second Lien DocumentsObligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or any proceeds thereof (including assets or payment with respect thereto proceeds subject to Liens referred to in the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received in contravention of this Agreement by the Second Lien Agent Collateral Trustee or any other Second Lien Secured Party (including Claimholder in connection with any Enforcement Action or other exercise of any right of set-off) with respect or remedy relating to the Collateral, and including less any reasonable out-of-pocket expenses incurred in connection with any insurance policy claim or any condemnation award (or deed such Enforcement Action, in lieu of condemnation), all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the First Lien Administrative Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments warranties) or as a court of competent jurisdiction may otherwise direct. The First Lien Administrative Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentCollateral Trustee or any such other Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or proceeds thereof (including any assets or proceeds subject to Liens referred to in the second to last paragraph of Section 2.3 and assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received not in contravention of this Agreement, and not otherwise subject to Section 4.2(a), by the Second Lien Collateral Trustee or any payment with respect thereto, including other Second Lien Claimholder in connection with any insurance policy claim Enforcement Action or other exercise of any right or remedy relating to the Collateral, less any reasonable out-of-pocket expenses incurred in connection with such Enforcement Action, in all cases shall be segregated and held in trust and forthwith paid over to the First Lien Administrative Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representation or warranty) or as a court of competent jurisdiction may otherwise direct; provided that with respect to Collateral this Section 4.2(b) shall only be applicable if the exercise of such right or remedy by the Second Lien Collateral Trustee or any condemnation award Second Lien Claimholder has the effect of discharging the Lien of the First Lien Administrative Agent on such Collateral. The First Lien Administrative Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Trustee or any such other Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations. (c) So long as the Discharge of First Lien Obligations has not occurred, if in any Insolvency or deed Liquidation Proceeding the Second Lien Collateral Trustee or any other Second Lien Claimholder shall receive any distribution of money or other property in lieu respect of condemnationthe Collateral (including any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) such money or other property (other than debt obligations of the reorganized debtor distributed as contemplated by Section 6.6) shall be applied, segregated and held in trust and forthwith paid over to the extent required under First Lien Administrative Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties). Any Lien received by the Second Lien Documents, to Collateral Trustee or any other Second Lien Claimholder in respect of any of the Second Lien Debt Obligations in accordance with any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement. (d) Notwithstanding anything in this Section 4.2 to the contrary, neither the Second Lien DocumentsCollateral Trustee nor any Second Lien Claimholder shall have any obligation to turnover any proceeds of Excluded Collateral to the First Lien Administrative Agent.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Second Lien Representative, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof or payment with respect thereto received by Second Lien Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholder in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Collateral or the Restricted Assets in lieu of condemnation), all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the Designated First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments warranties) or as a court of competent jurisdiction may otherwise direct. The Designated First Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentRepresentatives, Second Lien Collateral Agents or any such other Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorSecond Lien Representative, any Second Lien Collateral Agent or any other Second Lien Claimholder shall receive any distribution of money or other property in respect of the Collateral, Restricted Assets or Sale Proceeds (including in each case any assets or proceeds thereof subject to Liens that have been avoided or otherwise invalidated) such money or other property shall in each case be segregated and held in trust and forthwith paid over to the Designated First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties). Any Lien received by any Second Lien Representative, any Second Lien Collateral Agent or any payment with other Second Lien Claimholder in respect thereto, including in connection with of any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, Obligations in any Insolvency or Liquidation Proceeding shall be subject to the Second Lien Debt in accordance with the Second Lien Documentsterms of this Agreement.

Payments Over. (a) a. So long as the Discharge of First Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second each Junior Lien Collateral Agent agrees, for itself and on behalf of the other Second Junior Lien Secured PartiesParties for whom it is acting as agent, that any Collateral or proceeds thereof or payment with respect thereto received by Second any Junior Lien Collateral Agent or any other Second Junior Lien Secured Party (including any right of set-off) with respect to the Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to First Lien Agent for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. First Lien Agent is hereby authorized to make any such endorsements or assignments as agent for Second each Junior Lien Collateral Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) b. So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Junior Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the First Lien Agent agrees that any Collateral or proceeds thereof or any payment with respect theretothereto received by First Lien Agent (including any right of set-off) with respect to the Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) ), shall be applied, segregated and held in trust and promptly transferred or paid over to the extent required under Relevant Junior Lien Collateral Agent for the Second benefit of the Junior Lien DocumentsSecured Parties for whom it is acting as agent in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The Relevant Junior Lien Collateral Agent is hereby authorized to the Second Lien Debt in accordance make any such endorsements or assignments as agent for such holders. This authorization is coupled with the Second Lien Documentsan interest and is irrevocable.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any GrantorGuarantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or any proceeds thereof or payment with respect thereto thereof, and all sales proceeds received by the Second Lien Collateral Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Parties in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Collateral in lieu contravention of condemnation), this Agreement in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the First Lien Collateral Agent for the benefit of itself and the other First Lien Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. First Lien Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien DocumentsCollateral Agent or any other Second Lien Secured Party shall receive any distribution of money or other property in respect of the Collateral or sale proceeds, such money or other property shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of itself and the other First Lien Secured Parties in the same form as received, with any necessary endorsements. Any Lien received by the Second Lien Debt Collateral Agent or any other Second Lien Secured Party in accordance with respect of any of the Second Lien DocumentsObligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement. In the event that in any Insolvency or Liquidation Proceeding a determination is made that Liens of the First Lien Collateral Agent or the other First Lien Secured Parties encumbering any Collateral are not enforceable for any reason, then the Second Lien Collateral Agent, on behalf of itself and the other Second Lien Secured Parties, agrees that any distribution or recovery it or any of them may receive with respect to, or allocable to, the value of such Collateral or any proceeds thereof shall, for so long as the Discharge of First Lien Obligations has not occurred, be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of itself and the other First Lien Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct until such time as the Discharge of First Lien Obligations has occurred.

Payments Over. (a) So long as the Discharge of First Lien Debt Priority Obligations has not occurred, whether or not any an Insolvency or Liquidation Proceeding has been commenced commenced, any Collateral or any Proceeds thereof (including insurance proceeds or property or Proceeds subject to Liens referred to in the final sentence of Section 2.3(a)) received by or against any Grantor, the Second Lien Agent agreesAgent, for itself and on behalf any of the other Second Lien Secured Parties, that any Permitted Third Lien Representative, or any of the other Permitted Third Lien Secured Parties each in connection with any Enforcement Action or otherwise in connection with the exercise of any right or remedy (including setoff or recoupment) relating to the Collateral or proceeds thereof Proceeds thereof, or, subject to section 6.10, any such Collateral, Proceeds or payment with respect thereto any payments or distributions received by the Second Lien Agent or Agent, any of the other Second Lien Secured Party (including Parties, any right Permitted Third Lien Representative, or any of set-off) with respect to the Collateral, and including other Permitted Third Lien Secured Parties in connection with any insurance policy claim Insolvency or any condemnation award (or deed in lieu of condemnation)Liquidation Proceeding, shall be segregated and held in trust for the benefit of, and promptly transferred or forthwith paid over to, (a) prior to the Discharge of First Lien Priority RBL Obligations, the First Lien RBL Agent (and/or its designees), for the benefit of the First Lien RBL Secured Parties Parties, and (b) after the Discharge of First Lien Priority RBL Obligations, the Permitted Additional First Lien Representative (and/or its designees), for the benefit of the Permitted Additional First Lien Secured Parties, in each case, in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. Each First Lien Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien Agent, any of the other Second Lien Secured Parties, any Permitted Third Lien Representative, or any of the other Permitted Third Lien Secured Parties. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documents.

Payments Over. (a) So long as the Discharge of First Prior Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or any proceeds thereof (including assets or payment with respect thereto proceeds subject to Liens referred to in the final sentence of Section 2.3, and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by Second the Subordinated Lien Agent or any other Second Subordinated Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholders in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Collateral in lieu contravention of condemnation), this Agreement in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to First the Prior Lien Agent for the benefit of itself and the First other Prior Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements or assignments endorsements, to such other Person as may be lawfully entitled thereto or as a court of competent jurisdiction may otherwise direct. First The Prior Lien Agent is hereby authorized to make any such endorsements or assignments as agent for Second the Subordinated Lien AgentAgent or any such Subordinated Lien Claimholders. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of Prior Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Prior Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3, and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Subordinated Lien Agent or any payment with respect thereto, including other Subordinated Lien Claimholders in connection with any insurance policy claim Enforcement Action or other exercise of any right or remedy relating to the Collateral not in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Prior Lien Agent for the benefit of the itself and the other Prior Lien Claimholders in the same form as received, with any necessary endorsements, to such other Person as may be lawfully entitled thereto or as a court of competent jurisdiction may otherwise direct; provided that with respect to Collateral this Section 4.2(b) shall only be applicable if the exercise of such right or remedy by the Subordinated Lien Agent or any condemnation award (other Subordinated Lien Claimholder has the effect of discharging the Lien of the Prior Lien Agent on such Collateral with respect to Subordinated Lien Collateral. The Prior Lien Agent is hereby authorized to make any such endorsements as agent for the Subordinated Lien Agent or deed in lieu any such Subordinated Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of condemnation) shall be applied, to the extent required under the Second Prior Lien Documents, to the Second Lien Debt in accordance with the Second Lien DocumentsObligations.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof received by any Second Lien Representative, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof or payment with respect thereto received by Second Lien Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Collateral in lieu contravention of condemnation), this Agreement in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the Designated First Lien Collateral Agent for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The Designated First Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentRepresentatives, Second Lien Collateral Agents or any such other Second Lien Secured Party. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or proceeds thereof received by any Second Lien Representative, any Second Lien Collateral Agent or any payment with respect thereto, including Second Lien Secured Party in connection with any insurance policy claim Enforcement Action or other exercise of any right or remedy relating to the Collateral not in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Designated First Lien Collateral Agent for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct; provided that with respect to Collateral this Section 4.2(b) shall only be applicable if the exercise of such right or remedy by any Second Lien Representative, any Second Lien Collateral Agent or any condemnation award (Second Lien Secured Party has the effect of discharging the Lien of any First Lien Representative or deed in lieu of condemnation) shall be applied, First Lien Collateral Agent on such Collateral. The Designated First Lien Collateral Agent is hereby authorized to the extent required under make any such endorsements as agent for the Second Lien DocumentsRepresentatives, to the Second Lien Debt Collateral Agents or any such other Second Lien Secured Party. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations. (c) So long as the Discharge of First Lien Obligations has not occurred, if in accordance any Insolvency or Liquidation Proceeding any Second Lien Representative, any Second Lien Collateral Agent or any other Second Lien Secured Party shall receive any distribution of money or other property in respect of the Collateral (including any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) such money or other property shall be segregated and held in trust and forthwith paid over to the Designated First Lien Collateral Agent for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements. Any Lien received by any Second Lien Representative, any Second Lien Collateral Agent or any other Second Lien Secured Party in respect of any of the Second Lien DocumentsObligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorABL Facility Collateral, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or cash proceeds thereof or payment with respect thereto non-cash proceeds not constituting Notes Collateral received by Second any First Priority Collateral Agent, the Junior Lien Agent Collateral Agent, any First Prior- ity Secured Parties or any other Second Junior Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Parties in connection with the exercise of any insurance policy claim right or any condemnation award remedy (or deed including setoff) relating to the ABL Facility Collateral in lieu contravention of condemnation), this Agreement shall be segregated and held in trust and promptly transferred or forthwith paid over to First Lien the ABL Facility Agent for the benefit of the ABL Secured Parties in the same form as received, with any neces- sary endorsements or as a court of competent jurisdiction may otherwise direct. The ABL Facil- ity Agent is hereby authorized to make any such endorsements as agent for the First Priority Col- lateral Agents, any such First Priority Secured Parties, the Junior Lien Collateral Agent or any such Junior Lien Secured Parties. This authorization is coupled with an interest and is irrevoca- ble until such time as this Agreement is terminated in accordance with its terms. (b) Following the Discharge of ABL Obligations, so long as the Discharge of First Priority Lien Obligations has not occurred, any ABL Facility Collateral, cash proceeds thereof or non-cash proceeds received by the Junior Lien Collateral Agent or any Junior Lien Secured Parties in connection with the exercise of any right or remedy (including setoff) relating to the ABL Facility Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the First Priority Collateral Agents for the benefit of the First Priority Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The First Lien Priority Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second the Junior Lien AgentCollateral Agent or any such Junior Lien Secured Parties. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, irrevocable until such time as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount is terminated in accordance with the Second Lien Documents prior to acquiring such knowledgeits terms. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documents.

Payments Over. (a) So long as the Discharge of First Lien Revolving Loan Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Merger Loan Agent agrees, for itself and on behalf of the other Second Lien Merger Loan Secured Parties, that any Revolving Loan Priority Collateral or proceeds thereof or payment with respect thereto received by Second Lien Merger Loan Agent or any other Second Lien Merger Loan Secured Party (including any right of set-off) with respect to the Revolving Loan Priority Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), in each case in connection with (i) the exercise of any right, power or remedy (including a Lien Enforcement Action) relating to the Revolving Loan Priority Collateral, or (ii) an Insolvency or Liquidation Proceeding commenced with respect to any Grantor or its assets, in each case in contravention of this Agreement, shall be segregated and held in trust and promptly transferred or paid over to First Lien Revolving Loan Lender for the benefit of Revolving Loan Lender in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. Any payments made by any Grantor in respect of the Merger Loan Debt with proceeds of loans or advances under the Revolving Loan Documents or from Proceeds of the Revolving Loan Priority Collateral shall not be required to be transferred or paid over to Revolving Loan Lender. (b) Revolving Loan Lender agrees, for itself and on behalf of the other Revolving Loan Secured Parties, that any Merger Loan Priority Collateral or proceeds thereof received by Revolving Loan Agent or any other Revolving Loan Secured Party (including any right of set-off) including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be segregated and held in trust and promptly transferred or paid over to Merger Loan Agent for the benefit of the First Lien Merger Loan Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. First Lien Agent is hereby authorized This provision shall apply with equal force to make the extent that any such endorsements or assignments as agent for Second Lien Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation Proceeds of Merger Loan Priority Collateral are deposited into any deposit accounts subject to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) control of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, Revolving Loan Lender notwithstanding Revolving Loan Lender’s senior lien on such deposit account and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with to any insurance policy claim Grantor or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documentsits assets.

Payments Over. (a) So long as the Discharge of First Lien Debt has not occurredoccurred (other than the First Lien Debt Excess), whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof or payment with respect thereto received by Second Lien Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to First Lien Agent for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. First Lien Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as the Discharge of First Lien Debt has occurred (excluding any First Lien Debt Excess) and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the First Lien Agent agrees that any Collateral or proceeds thereof or any payment with respect theretothereto received by First Lien Agent (including any right of set-off) with respect to the Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) ), shall be applied, segregated and held in trust and promptly transferred or paid over to Second Lien Agent for the extent required under benefit of the Second Lien DocumentsSecured Parties in the same form as received, to the with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. Second Lien Debt in accordance Agent is hereby authorized to make any such endorsements or assignments as agent for such holders. This authorization is coupled with the Second Lien Documentsan interest and is irrevocable.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorObligor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof (including any assets or payment proceeds subject to Liens that have been avoided or otherwise invalidated), any assets or proceeds subject to Liens referred to in Section 2.3, any amounts referred to in the last sentence of Section 6.3(b) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral (including in connection with respect thereto any Disposition of any Collateral) received by any Second Lien Collateral Agent or any other Second Lien Secured Party Claimholders in connection with any Enforcement Action or other exercise of any right or remedy (including any right of set-offoff or recoupment) with respect relating to the CollateralCollateral in contravention of this Agreement, and including or received by any Second Lien Collateral Agent or any other Second Lien Claimholders in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), in each case, shall be segregated and held in trust and promptly transferred or forthwith paid over to the Directing First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements or assignments endorsements, or as a court of competent jurisdiction may otherwise direct. . (b) Except as otherwise set forth in Section 6.3, so long as the Discharge of First Lien Obligations has not occurred, if in any Insolvency or Liquidation Proceeding any Second Lien Collateral Agent is or any other Second Lien Claimholders shall receive any distribution of money or other property in respect of or on account of the Collateral (including any assets or proceeds subject to Liens that have been avoided or otherwise invalidated or any amounts referred to in the last sentence of Section 6.3(b)), such money, other property or amounts shall be segregated and held in trust and forthwith paid over to the Directing First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements. Any Lien received by any Second Lien Collateral Agent or any other Second Lien Claimholders in respect of any of the Second Lien Obligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement. (c) Until the Discharge of First Lien Obligations occurs, each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, hereby authorized to make irrevocably constitutes and appoints the Directing First Lien Collateral Agent and any officer or agent of the Directing First Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Lien Collateral Agent or any such Second Lien Claimholder or in the Directing First Lien Collateral Agent’s own name, from time to time in the Directing First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 4.2, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 4.2, including any endorsements or assignments as agent for Second Lien Agentother instruments of transfer or release. This authorization power is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as irrevocable until the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien DocumentsObligations.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorObligor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or any proceeds thereof (including assets or payment with proceeds subject to Liens referred to in Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) or any distribution in respect thereto of the Collateral (whether or not expressly characterized as such) received by Second any First Lien Collateral Agent or any other Second First Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholders in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award right or remedy (including setoff or deed recoupment) relating to the Collateral in lieu contravention of condemnation), this Agreement in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the Directing First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The Directing First Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second the other First Lien AgentCollateral Agents or any such First Lien Claimholders. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorObligor, any Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) or any payment with distribution in respect thereto, including of the Collateral (whether or not expressly characterized as such) received by any Second Lien Collateral Agent or any Second Lien Claimholders in connection with any insurance policy claim Enforcement Action or other exercise of any right or remedy (including setoff or recoupment) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Directing First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Directing First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Directing Second Lien Collateral Agent or any condemnation award such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations. (or deed in lieu of condemnationc) shall be applied, Except to the extent required under otherwise expressly provided in Section 6, so long as the Discharge of First Lien Obligations has not occurred, if in any Insolvency or Liquidation Proceeding any Second Lien Collateral Agent or any Second Lien Claimholders shall receive any distribution of money or other property in respect of or on account of the Collateral (including any assets or proceeds subject to Liens that have been avoided or otherwise invalidated), such money or other property shall be segregated and held in trust and forthwith paid over to the Directing First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements. Any Lien received by any Second Lien Collateral Agent or any Second Lien Claimholders in respect of any of the Second Lien DocumentsObligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement. (d) So long as the Discharge of Second Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Obligor, any Collateral or any proceeds thereof (including assets or proceeds subject to Liens referred to in Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) or any distribution in respect of the Collateral (whether or not expressly characterized as such) received by any Second Lien Collateral Agent or any Second Lien Claimholders in connection with any Enforcement Action or other exercise of any right or remedy (including setoff or recoupment) relating to the Collateral in contravention of this Agreement in all cases shall be segregated and held in trust and forthwith paid over to the Directing Second Lien Collateral Agent for the benefit of the Second Lien Debt Claimholders in accordance the same form as received, with the any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Directing Second Lien DocumentsCollateral Agent is hereby authorized to make any such endorsements as agent for the other Second Lien Collateral Agents or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Second Lien Obligations. (e) Without limiting the foregoing, until the Discharge of First Lien Obligations occurs, each Second Lien Collateral Agent, for itself and on behalf of its related Second Lien Claimholders, hereby irrevocably constitutes and appoints the Directing First Lien Collateral Agent and any officer or agent of the Directing First Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Lien Collateral Agent or any such Second Lien Claimholder or in the Directing First Lien Collateral Agent’s own name, from time to time in the Directing First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 4.2, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 4.2, including any endorsements or other instruments of transfer or release. This power is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof (including assets or payment with respect thereto proceeds subject to Liens referred to in the final sentence of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Second Lien Collateral Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholders in connection with any insurance policy claim Enforcement Event or other exercise of any condemnation award (right or deed remedy relating to the Collateral in lieu contravention of condemnation), this Agreement in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentCollateral Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Second Lien Collateral Agent or any payment with respect thereto, including Second Lien Claimholders in connection with any insurance policy claim Enforcement Event or other exercise of any condemnation award (right or deed remedy relating to the Collateral not in lieu contravention of condemnationthis Agreement shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct; provided, however, that this Section 4.2(b) shall only be applied, to applicable if the extent required under exercise of such right or remedy by the Second Lien Documents, Collateral Agent or any Second Lien Claimholder has the effect of discharging the Lien of the First Lien Collateral Agent on such Collateral. The First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Second Lien Debt Collateral Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations. (c) So long as the Discharge of First Lien Obligations has not occurred, if in accordance with any Insolvency or Liquidation Proceeding the Second Lien DocumentsCollateral Agent or any Second Lien Claimholders shall receive any distribution of money or other property in respect of the Collateral (including any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) such money or other property shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements. Any Lien received by the Second Lien Collateral Agent or any Second Lien Claimholders in respect of any of the Second Lien Obligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated, but excluding any debt obligations of the reorganized debtor distributed as contemplated by Section 6.6) received by any Second Lien Representative, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof or payment with respect thereto received by Second Lien Agent or any other Second Lien Secured Party (including Claimholder in connection with any right of set-off) with respect Enforcement Action relating to the Collateral, and including less any reasonable out-of-pocket expenses incurred in connection with any insurance policy claim or any condemnation award (or deed such Enforcement Action, in lieu of condemnation), all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the Designated First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments warranties) or as a court of competent jurisdiction may otherwise direct. The Designated First Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentRepresentatives, Second Lien Collateral Agents or any such other Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorSecond Lien Representative, any Second Lien Collateral Agent or any other Second Lien Claimholder shall receive any distribution of money or other property in respect of the Collateral or proceeds thereof (including any assets or any payment with respect thereto, including proceeds subject to Liens referred to in connection with any insurance policy claim the second to last paragraph of Section 2.3 and assets or any condemnation award proceeds subject to Liens that have been avoided or otherwise invalidated) such money or other property (or deed in lieu other than debt obligations of condemnationthe reorganized debtor distributed as contemplated by Section 6.6) shall be applied, segregated and held in trust and forthwith paid over to the extent required under Designated First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties). The Designated First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Second Lien DocumentsRepresentatives, to the Second Lien Debt Collateral Agents or any such other Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations. Any Lien received by any Second Lien Representative, any Second Lien Collateral Agent or any other Second Lien Claimholder in accordance with respect of any of the Second Lien DocumentsObligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or any proceeds thereof and all sale or payment with respect thereto other proceeds (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Second Lien Priority Collateral Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Priority Claimholders in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Collateral in lieu contravention of condemnation), this Agreement in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the First Lien Priority Collateral Agent for the benefit of the First Lien Secured Parties Priority Claimholders in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The First Lien Priority Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentPriority Collateral Agent or any such Second Priority Claimholders. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds irrevocable until the Discharge of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeFirst Priority Obligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof and all sale proceeds (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Second Priority Collateral Agent or any payment with respect thereto, including Second DM3\8975843.1 Priority Claimholders in connection with any insurance policy claim Enforcement Action or other exercise of any right or remedy relating to the Collateral not in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the First Priority Collateral Agent for the benefit of the First Priority Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct; provided that, with respect to Collateral, this Section 4.2(b) shall only be applicable if the exercise of such right or remedy by the Second Priority Collateral Agent or any condemnation award Second Priority Claimholder has the effect of discharging the Lien of the First Priority Collateral Agent on such Collateral. The First Priority Collateral Agent is hereby authorized to make any such endorsements as agent for the Second Priority Collateral Agent or any such Second Priority Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of First Priority Obligations. (c) So long as the Discharge of First Priority Obligations has not occurred, if in any Insolvency or deed Liquidation Proceeding the Second Priority Collateral Agent or any Second Priority Claimholders shall receive any distribution of money or other property in lieu respect of condemnation) the Collateral (including any assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated), such money or other property shall be applied, segregated and held in trust and forthwith paid over to the extent required under First Priority Collateral Agent for the benefit of the First Priority Claimholders in the same form as received, with any necessary endorsements. Any Lien received by the Second Lien Documents, Priority Collateral Agent or any Second Priority Claimholders in respect of any of the Second Priority Obligations in any Insolvency or Liquidation Proceeding shall be subject to the Second Lien Debt in accordance with the Second Lien Documentsterms of this Agreement.

Payments Over. (a) So long as the Discharge of First Senior Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or payment with respect thereto proceeds subject to Liens referred to in the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by Second the Junior Lien Collateral Agent or any other Second Junior Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholder in connection with any insurance policy claim Enforcement Action or other exercise of any‌ right or remedy relating to the Collateral or the Restricted Assets, less any condemnation award (or deed reasonable out-of-pocket expenses incurred in lieu of condemnation)connection with such Enforcement Action, in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to First the Senior Lien Collateral Agent for the benefit of the First Senior Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments warranties) or as a court of competent jurisdiction may otherwise direct. First The Senior Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second the Junior Lien AgentCollateral Agent or any such other Junior Lien Claimholder. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of Senior Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Senior Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by the Junior Lien Collateral Agent or against any Grantorother Junior Lien Claimholder shall receive any distribution of money or other property in respect of the Collateral, Restricted Assets or Sale Proceeds (including any Collateral assets or proceeds thereof subject to Liens that have been avoided or any payment with respect thereto, including in connection with any insurance policy claim otherwise invalidated) such money or any condemnation award other property (or deed in lieu other than debt obligations of condemnationthe reorganized debtor distributed as contemplated by Section 6.6) shall be applied, segregated and held in trust and forthwith paid over to the extent required under Senior Lien Collateral Agent for the Second benefit of the Senior Lien DocumentsClaimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties). Any Lien received by the Junior Lien Collateral Agent or any other Junior Lien Claimholder in respect of any of the Junior Lien Obligations in any Insolvency or Liquidation Proceeding shall be subject to the Second Lien Debt in accordance with the Second Lien Documentsterms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof (including assets or payment with respect thereto proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the Second Lien Collateral Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholders in connection with the exercise of any insurance policy claim right or any condemnation award remedy (including set-off or deed recoupment) relating to the Collateral in lieu contravention of condemnation), this Agreement in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentCollateral Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the Second Lien Collateral Agent or any payment with respect thereto, including Second Lien Claimholders in connection with the exercise of any insurance policy claim right or remedy (including set-off or recoupment) relating to the Collateral not in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any condemnation award (necessary endorsements or deed in lieu as a court of condemnationcompetent jurisdiction may otherwise direct; provided, however, that this Section 4.2(b) shall only be applied, to applicable if the extent required under exercise of such right or remedy by the Second Lien Documents, Collateral Agent or any Second Lien Claimholder has the effect of discharging the Lien of the First Lien Collateral Agent on such Collateral. The First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Second Lien Debt Collateral Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations. (c) So long as the Discharge of First Lien Obligations has not occurred, if in accordance with any Insolvency or Liquidation Proceeding the Second Lien DocumentsSecurity Agent or any Second Lien Claimholders shall receive any distribution of money or other property in respect of the Collateral (or the proceeds thereof) or any claim of the Second Lien Security Agent or any Second Lien Claimholders with respect to the Collateral (or the proceeds thereof), such money or other property shall be segregated and held in trust and forthwith paid over to the First Lien Security Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements. Any Lien received by the Second Lien Security Agent or any Second Lien Claimholders in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Second Lien Representative, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof or payment with respect thereto received by Second Lien Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholder in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Collateral or the Restricted Assets, less any reasonable out-of-pocket expenses incurred in lieu of condemnation)connection with such Enforcement Action, in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the Designated First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments warranties) or as a court of competent jurisdiction may otherwise direct. The Designated First Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentRepresentatives, Second Lien Collateral Agents or any such other Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorSecond Lien Representative, any Second Lien Collateral Agent or any other Second Lien Claimholder shall receive any distribution of money or other property in respect of the Collateral, Restricted Assets or Sale Proceeds (including any assets or proceeds thereof subject to Liens that have been avoided or any payment with respect thereto, including in connection with any insurance policy claim otherwise invalidated) such money or any condemnation award other property (or deed in lieu other than debt obligations of condemnationthe reorganized debtor distributed as contemplated by Section 6.6) shall be applied, segregated and held in trust and forthwith paid over to the extent required under Designated First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties). Any Lien received by any Second Lien Representative, any Second Lien Collateral Agent or any other Second Lien Claimholder in respect of any of the Second Lien Documents, Obligations in any Insolvency or Liquidation Proceeding shall be subject to the Second Lien Debt in accordance with the Second Lien Documentsterms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof (together with assets or payment with respect thereto proceeds subject to Liens referred to in the final sentence of Section 2.3) received by Second the Subordinated Collateral Trustee, any Subordinated Lien Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholders in connection with the exercise of any insurance policy claim right or any condemnation award remedy (including set-off or deed recoupment) relating to the Collateral in lieu contravention of condemnation)this Agreement in all cases, shall be segregated and held in trust and promptly transferred or forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second the Subordinated Collateral Trustee or any such Subordinated Lien AgentClaimholders. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the Subordinated Collateral Trustee or any payment with respect thereto, including Subordinated Lien Claimholders in connection with the exercise of any insurance policy claim right or remedy (including set-off or recoupment) relating to the Collateral not in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct; provided, however that, this Section 4.2(b) shall only be applicable if the exercise of such right or remedy by the Subordinated Collateral Agent or any condemnation award Subordinated Lien Claimholder has the effect of discharging the Lien of the First Lien Collateral Agent on such Collateral. The First Lien Collateral Agent is hereby authorized to make any such endorsement as agent for the Subordinated Collateral Trustee or any such Subordinated Lien Claimholders. This authorized is coupled with an interest and is irrevocable until he Discharge of First Lien Obligations. (c) So long as the Discharge of First Lien Obligations has not occurred, if in any Insolvency or deed Liquidation Proceeding the Subordinated Collateral Trustee or any Subordinated Lien Claimholders shall receive any distribution of money or other property in lieu respect of condemnation) the Collateral, such money or other property shall be applied, segregated and held in trust and forthwith paid over to the extent required under First Lien Collateral Agent for the Second benefit of the First Lien DocumentsClaimholders in the same form as received, with any necessary endorsement. Any Lien received by the Subordinated Collateral Trustee or by Subordinated Lien Claimholders in any Insolvency or Liquidation Proceeding shall be subject to the Second Lien Debt in accordance with the Second Lien Documents.terms of this Agreement

Payments Over. (a) So long as the Discharge of First Prior Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or any proceeds thereof (including assets or payment with respect thereto proceeds subject to Liens referred to in the final sentence of Section 2.3, and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by Second the Subordinated Lien Agent or any other Second Subordinated Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholders in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Collateral in lieu contravention of condemnation), this Agreement in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to First the Prior Lien Agent for the benefit of itself and the First other Prior Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements or assignments endorsements, to such other Person as may be lawfully entitled thereto or as a court of competent jurisdiction may otherwise direct. First The Prior Lien Agent is hereby authorized to make any such endorsements or assignments as agent for Second the Subordinated Lien AgentAgent or any such Subordinated Lien Claimholders. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of Prior Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Prior Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3, and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Subordinated Lien Agent or any payment with respect thereto, including other Subordinated Lien Claimholders in connection with any insurance policy claim Enforcement Action or other exercise of any right or remedy relating to the Collateral not in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Prior Lien Agent for the benefit of the itself and the other Prior Lien Claimholders in the same form as received, with any necessary endorsements, to such other Person as may be lawfully entitled thereto or as a court of competent jurisdiction may otherwise direct; provided that with respect to Collateral this Section 4.2(b) shall only be applicable if the exercise of such right or remedy by the Subordinated Lien Agent or any condemnation award (other Subordinated Lien Claimholder has the effect of discharging the Lien of the Prior Lien Agent on such Collateral with respect to Subordinated Lien Collateral. The Prior Lien Agent is hereby authorized to make any such endorsements as agent for the Subordinated Lien Agent or deed in lieu any such Subordinated Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of condemnation) shall be applied, to the extent required under the Second Prior Lien Documents, to the Second Lien Debt in accordance with the Second Lien DocumentsObligations.

Payments Over. (a) So long as the Discharge of First Lien Debt ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorABL Priority Collateral, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or cash proceeds thereof or payment with respect thereto non-cash proceeds not constituting TL Priority Collateral received by Second Lien Agent the Term Collateral Agent, the Notes Collateral Agent, any Term Secured Parties or any other Second Lien Notes Secured Party (including any right of set-off) with respect to the Collateral, and including Parties in connection with the exercise of any insurance policy claim right or any condemnation award remedy (or deed including setoff) relating to the ABL Priority Collateral in lieu contravention of condemnation), this Agreement shall be segregated and held in trust and promptly transferred or forthwith paid over to First Lien the ABL Collateral Agent for the benefit of the First Lien ABL Secured Parties in the same form as received, with any necessary endorsements or assignments as a court of competent jurisdiction may otherwise direct. The ABL Collateral Agent is hereby authorized to make any such endorsements as agent for the Term Collateral Agent, any such Term Secured Parties, the Notes Collateral Agent or any such Notes Secured Parties. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms. (b) Following the Discharge of ABL Obligations, so long as the Discharge of Term Obligations has not occurred, any ABL Priority Collateral, cash proceeds thereof or non-cash proceeds received by the Notes Collateral Agent or any Notes Secured Parties in connection with the exercise of any right or remedy (including setoff) relating to the ABL Priority Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Term Collateral Agent for the benefit of the Term Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. First Lien The Term Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe Notes Collateral Agent or any such Notes Secured Parties. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, irrevocable until such time as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount is terminated in accordance with the Second Lien Documents prior to acquiring such knowledgeits terms. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documents.

Payments Over. (a) So Subject to Section 3.5 and Section 7.5, so long as the Discharge of First Prior Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Second any Subordinated Lien Agent agrees, for itself and on behalf of the other Second Collateral or any proceeds thereof (including any Subordinated Lien Secured Parties, that any Collateral or proceeds thereof subject to Liens that have been avoided or payment with respect thereto otherwise invalidated) received by Second any Subordinated Lien Agent or any other Second Subordinated Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholders in connection with any insurance policy claim Enforcement Action or other exercise of any right or remedy relating to the Subordinated Lien Collateral (less any reasonable out of pockets costs and expenses incurred in connection with any such Enforcement Action), and any distribution (whether or not constituting Subordinated Lien Collateral or the proceeds thereof) from the Company, any other Grantor or any condemnation award (of their respective bankruptcy estates received by any Subordinated Lien Agent or deed any Subordinated Lien Claimholder on account of or in lieu exchange for such party’s interest in the Subordinated Lien Collateral or other rights as a secured creditor in respect of condemnation)the Subordinated Lien Collateral, in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to First the Prior Lien Agent for the benefit of the First Prior Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments warranties) or as a court of competent jurisdiction may otherwise direct. First Each Prior Lien Agent is hereby authorized to make any such endorsements or assignments as agent for Second the Subordinated Lien AgentAgent or Subordinated Lien Claimholders. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of Prior Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So Subject to Section 7.5, so long as the Discharge of First Prior Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has the Subordinated Lien Agent or any Subordinated Lien Claimholders shall receive any distribution of money or other property in respect of the Prior Lien Collateral (including any assets or proceeds subject to Liens that have been commenced by avoided or against otherwise invalidated) or any Grantordistribution (whether or not constituting Prior Lien Collateral or the proceeds thereof) from the Company, any other Grantor or any of their respective bankruptcy estates on account of or in exchange for such party’s interest in the Prior Lien Collateral or proceeds thereof other rights as a secured creditor in respect of the Prior Lien Collateral, such money or other property shall be segregated and held in trust and forthwith paid over to the Prior Lien Agent for the benefit of the Prior Lien Claimholders in the same form as received, with any necessary endorsements. Any Lien received by the Subordinated Lien Agent or any payment with Subordinated Lien Claimholders in respect thereto, including of any of the Subordinated Lien Obligations in connection with any insurance policy claim Insolvency or any condemnation award (or deed in lieu of condemnation) Liquidation Proceeding shall be applied, subject to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documentsterms of this Agreement.

Payments Over. (a) Prior to Discharge of ABL Facility Obligations. So long as the Discharge of First Lien Debt ABL Facility Obligations has not occurred, any ABL Facility Priority Collateral, Cash Proceeds thereof or non-Cash Proceeds constituting ABL Facility Priority Collateral (or any distribution in respect of the ABL Facility Priority Collateral, whether or not expressly characterized as such) received by (i) any Insolvency Term Loan Collateral Agent or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Term Loan Secured Parties, that (ii) any Junior Priority Collateral or proceeds thereof or payment with respect thereto received by Second Lien Agent or any other Second Lien Junior Priority Secured Parties or (iii) any ABL Facility Secured Party (including other than the Directing ABL Facility Collateral Agent), in each case, in connection with the exercise of any right of or remedy (including set-off) with respect relating to the Collateral, and ABL Facility Priority Collateral (including in connection with any insurance policy claim following the expiration of the Term Loan Standstill Period or any condemnation award (or deed in lieu of condemnation), the Junior Priority ABL Facility Collateral Standstill Period) shall be segregated and held in trust and promptly transferred or forthwith paid over to First Lien Agent the Directing ABL Facility Collateral Agent, for the benefit of the First Lien ABL Facility Secured Parties Parties, for application in accordance with Section 7 below, in the same form as received, with any necessary endorsements or assignments as a court of competent jurisdiction may otherwise direct. The Directing ABL Facility Collateral Agent is hereby authorized to make any such endorsements as agent for the Directing Term Loan Collateral Agent, any such Term Loan Secured Parties, the Directing Junior Priority Collateral Agent, any such Junior Priority Secured Parties and any such ABL Facility Secured Parties. This authorization is coupled with an interest and is irrevocable until the Discharge of ABL Facility Obligations. To the extent that Secured Parties are placed in the same class of secured creditors in any plan pursuant to Debtor Relief Laws, any recovery by any of them on account of unsecured deficiency claims traceable to the ABL Facility Priority Collateral is subject to payment over under the payment over and turnover provisions in favor of the Directing ABL Facility Collateral Agent until the Discharge of the ABL Facility Obligations. (b) After Discharge of ABL Facility Obligations and Prior to Discharge of Term Loan Obligations. After the Discharge of ABL Facility Obligations has occurred and so long as the Discharge of Term Loan Obligations has not occurred, any ABL Facility Priority Collateral, Cash Proceeds thereof or non-Cash Proceeds constituting ABL Facility Priority Collateral (or any distribution in respect of the ABL Facility Priority Collateral, whether or not expressly characterized as such) received by (i) any Junior Priority Collateral Agent or any Junior Priority Secured Parties, or (ii) the Term Loan Collateral Agent or any other Term Loan Secured Party (other than the Directing Term Loan Collateral Agent), in each case, in connection with the exercise of any right or remedy (including set-off) relating to the ABL Facility Priority Collateral (including following the expiration of the Junior Priority ABL Term Facility Collateral Standstill Period) shall be segregated and held in trust and forthwith paid over to the Directing Term Loan Collateral Agent, for the benefit of the Term Loan Secured Parties, for application in accordance with Section 7 below, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. First Lien The Directing Term Loan Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien the Directing Junior Priority Collateral Agent, any such Junior Priority Secured Parties and the other Term Loan Secured Parties. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as irrevocable until the Discharge of First Lien Debt has occurred Term Loan Obligations. To the extent that Term Loan Secured Parties and the Junior Priority Secured Parties are placed in the same class of secured creditors, any recovery by any of them on account of unsecured deficiency claims traceable to the ABL Facility Priority Collateral is subject to payment over under the payment over and turnover provisions in favor of the Directing Term Loan Collateral Agent until the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien DocumentsTerm Loan Obligations.

Payments Over. (a) So long as the Discharge of First Parity Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or any proceeds thereof (including assets or payment with respect thereto proceeds subject to Liens referred to in the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated, but excluding any debt obligations of the reorganized debtor distributed as contemplated by Section 6.6) received by Second any Junior Lien Representative, Junior Lien Collateral Agent or any other Second Junior Lien Secured Party (including Claimholder in connection with any Enforcement Action or other exercise of any right of set-off) with respect or remedy relating to the Collateral, and including less any reasonable out-of-pocket expenses incurred in connection with any insurance policy claim or any condemnation award (or deed such Enforcement Action, in lieu of condemnation), all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to First the Designated Parity Lien Collateral Agent for the benefit of the First Parity Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments warranties) or as a court of competent jurisdiction may otherwise direct. First The Designated Parity Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second the Junior Lien AgentRepresentatives, Junior Lien Collateral Agents or any such other Junior Lien Claimholder. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of Parity Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Parity Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorJunior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder shall receive any distribution of money or other property in respect of the Collateral or proceeds thereof (including any assets or any payment with respect thereto, including proceeds subject to Liens referred to in connection with any insurance policy claim the second to last paragraph of Section 2.3 and assets or any condemnation award proceeds subject to Liens that have been avoided or otherwise invalidated) such money or other property (or deed in lieu other than debt obligations of condemnationthe reorganized debtor distributed as contemplated by Section 6.6) shall be applied, segregated and held in trust and forthwith paid over to the extent required under Designated Parity Lien Collateral Agent for the Second benefit of the Parity Lien DocumentsClaimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties). The Designated Parity Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Junior Lien Representatives, the Junior Lien Collateral Agents or any such other Junior Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of Parity Lien Obligations. Any Lien received by any Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder in respect of any of the Junior Lien Obligations in any Insolvency or Liquidation Proceeding shall be subject to the Second Lien Debt in accordance with the Second Lien Documentsterms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt Term Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorTL Priority Collateral, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or cash proceeds thereof or payment with respect thereto non-cash proceeds not constituting ABL Priority Collateral received by Second Lien Agent the ABL Collateral Agent, the Notes Collateral Agent, any ABL Secured Parties or any other Second Lien Notes Secured Party (including any right of set-off) with respect to the Collateral, and including Parties in connection with the exercise of any insurance policy claim right or any condemnation award remedy (or deed including set off) relating to the TL Priority Collateral in lieu contravention of condemnation), this Agreement shall be segregated and held in trust and promptly transferred or forthwith paid over to First Lien the Term Collateral Agent for the benefit of the First Lien Term Secured Parties in the same form as received, with any necessary endorsements or assignments as a court of competent jurisdiction may otherwise direct. The Term Collateral Agent is hereby authorized to make any such endorsements as agent for the ABL Collateral Agent, any such ABL Secured Parties, the Notes Collateral Agent or any such Notes Secured Parties. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms. (b) Following the Discharge of Term Obligations, so long as the Discharge of ABL Obligations has not occurred, any TL Priority Collateral, cash proceeds thereof or non-cash proceeds received by the Notes Collateral Agent or any Notes Secured Parties in connection with the exercise of any right or remedy (including setoff) relating to the TL Priority Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the ABL Collateral Agent for the benefit of the ABL Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. First Lien The ABL Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe Notes Collateral Agent or any such Notes Secured Parties. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, irrevocable until such time as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount is terminated in accordance with the Second Lien Documents prior to acquiring such knowledgeits terms. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documents.

Payments Over. (a) So long as the Discharge of First Lien Debt Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or any proceeds thereof (including assets or payment with respect thereto proceeds subject to Liens referred to in the final sentence of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Second Lien Priority Collateral Agent or any other Second Lien Priority Secured Party (including any right of set-off) with respect to the Collateral, and including Parties in connection with any insurance policy claim Enforcement Action or other exercise of any condemnation award (right or deed remedy relating to the Collateral in lieu contravention of condemnation), this Agreement in all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to the First Lien Priority Collateral Agent for the benefit of the First Lien Secured Parties Priority Claimholders in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The First Lien Priority Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentPriority Collateral Agent or any such Second Priority Secured Parties. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds irrevocable until the Discharge of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeFirst Priority Obligations. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Second Priority Collateral Agent or any payment with respect thereto, including Second Priority Secured Parties in connection with any insurance policy claim Enforcement Action or other exercise of any right or remedy relating to the Collateral not in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the First Priority Collateral Agent for the benefit of the First Priority Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The First Priority Collateral Agent is hereby authorized to make any such endorsements as agent for the Second Priority Collateral Agent or any condemnation award such Second Priority Secured Parties. This authorization is coupled with an interest and is irrevocable until the Discharge of First Priority Obligations. (c) So long as the Discharge of First Priority Obligations has not occurred, if in any Insolvency or deed Liquidation Proceeding the Second Priority Collateral Agent or any Second Priority Secured Parties shall receive any distribution of money or other property in lieu respect of condemnation) the Collateral (including any assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated), such money or other property shall be applied, segregated and held in trust and forthwith paid over to the extent required under First Priority Collateral Agent for the benefit of the First Priority Claimholders in the same form as received, with any necessary endorsements. Any Lien received by the Second Lien Documents, Priority Collateral Agent or any Second Priority Secured Parties in respect of any of the Second Priority Obligations in any Insolvency or Liquidation Proceeding shall be subject to the Second Lien Debt in accordance with the Second Lien Documentsterms of this Agreement.

Payments Over. (a) So long as the Discharge of First Senior Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantorthe Company, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or any proceeds thereof (including assets or payment with respect thereto proceeds subject to Liens referred to in the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated, but excluding any debt obligations of the reorganized debtor distributed as contemplated by Section 6) received by Second any Junior Lien Representative, any Junior Lien Collateral Agent or any other Second Junior Lien Secured Party (including Claimholder in connection with any Enforcement Action or other exercise of any right of set-off) with respect or remedy relating to the Collateral, and including less any reasonable out-of-pocket expenses incurred in connection with any insurance policy claim or any condemnation award (or deed such Enforcement Action, in lieu of condemnation), all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to First the Applicable Senior Lien Collateral Agent for the benefit of the First Applicable Senior Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments warranties) or as a court of competent jurisdiction may otherwise direct. First The Applicable Senior Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second the Junior Lien AgentRepresentatives, Junior Lien Collateral Agents or any such other Junior Lien Claimholder. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of Senior Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledgeObligations. (b) So long as the Discharge of First Senior Lien Debt has occurred and the Discharge of Second Lien Debt Obligations has not occurred, whether or not if in any Insolvency or Liquidation Proceeding has been commenced by or against any GrantorJunior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder shall receive any distribution of money or other property in respect of the Collateral or proceeds thereof (including any assets or any payment with respect thereto, including proceeds subject to Liens referred to in connection with any insurance policy claim the second to last paragraph of Section 2.3 and assets or any condemnation award proceeds subject to Liens that have been avoided or otherwise invalidated) such money or other property (or deed in lieu other than debt obligations of condemnationthe reorganized debtor distributed as contemplated by Section 6) shall be applied, segregated and forthwith paid over to the extent required under Applicable Senior Lien Collateral Agent for the Second benefit of the Applicable Senior Lien DocumentsClaimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties). The Applicable Senior Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Junior Lien Representatives, the Junior Lien Collateral Agents or any such other Junior Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior Lien Obligations. Any Lien received by any Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder in respect of any of the Junior Lien Obligations in any Insolvency or Liquidation Proceeding shall be subject to the Second terms of this Agreement. (c) After the Discharge of any Series of Senior Obligations has occurred and so long as the Discharge of Junior Lien Debt Obligations has not occurred, if in accordance any Insolvency or Liquidation Proceeding any Senior Lien Representative, any Senior Lien Collateral Agent or any other Senior Lien Claimholder shall receive any distribution of money or other property in respect of the Collateral or proceeds thereof (including any assets or proceeds subject to Liens referred to in the second to last paragraph of Section 2.3 and assets or proceeds subject to Liens that have been avoided or otherwise invalidated), such money or other property (other than debt obligations of the reorganized debtor distributed as contemplated by Section 6) shall be segregated and forthwith paid over to the Remaining Priority Lien Collateral Agent for the benefit of the Remaining Senior Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties). The Remaining Priority Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Second Senior Lien DocumentsRepresentatives, the Senior Lien Collateral Agents or any such other Senior Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of Junior Lien Obligations.

Payments Over. (a) So long as the Discharge of First Lien Debt Senior Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Second Lien Agent agreespayments, for itself and on behalf of the distributions or other Second Lien Secured Parties, that any Collateral or proceeds thereof or payment with respect thereto amounts received by Second or payable to, or for the benefit of, the Third Lien Representative, the Third Lien Collateral Agent or any other Second Third Lien Secured Party Claimholder (including without limitation, the proceeds of any right assets of set-off) with respect to any of the CollateralGrantors, whether or not consisting of Collateral or proceeds thereof, and including whether or not such payments, distributions or other amounts are received in connection with any insurance policy claim Enforcement Action or other exercise of remedies and including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 3.3 and any condemnation award assets or proceeds subject to Liens that have been avoided or otherwise invalidated) (or deed other than Permitted Third Lien Obligation Payments) in lieu of condemnation), all cases shall be segregated and held in trust and promptly transferred or forthwith paid over to First Lien the Designated Senior Collateral Agent for the benefit of the First Lien Secured Parties Senior Claimholders, in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or assignments warranties) or as a court of competent jurisdiction may otherwise direct. First Lien The Designated Senior Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second the Third Lien AgentRepresentative, the Third Lien Collateral Agent or any such other Third Lien Claimholder. This authorization is coupled with an interest and is irrevocableirrevocable until the Discharge of Senior Obligations. Furthermore, the Third Lien Collateral Agent shall, at the Grantors’ expense, promptly send written notice to the Designated Senior Collateral Agent upon receipt of such Collateral by any Third Lien Claimholder proceeds or payment and if directed by the Designated Senior Collateral Agent within five (5) days after receipt by the Designated Senior Collateral Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Designated Senior Collateral Agent in the same form as received, with any necessary endorsements, or as court of competent jurisdiction may otherwise direct. The Second Designated Senior Collateral Agent is hereby authorized to make any such endorsements as agent for the Third Lien Collateral Agent shall have no obligation to segregateor any other Third Lien Claimholder, hold in trustas applicable. The Third Lien Collateral Agent, for itself and transfer or pay over any proceeds on behalf of Collateral or payments each other Third Lien Claimholder, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any applicable paymentSenior Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Designated Senior Collateral Agent any payment received by it (i) other than Permitted Third Lien Obligation Payments) and then in its possession or under its direct control in respect of any such Senior Collateral and shall promptly turn any such Collateral then held by it over to the Designated Senior 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 Senior Obligations. Notwithstanding the foregoing, Reorganization Securities received by or on behalf of any Third Lien Claimholder on account of the Third Lien Obligations in any reorganization proceeding shall not be subject to turnover to the Designated Senior Collateral Agent or any other Senior Claimholder; provided, however, that if the claims of the Senior Collateral Agents, the Senior Representatives or any other Senior Claimholders with respect to Second Lien Agent Payments, the Second Lien Agent shall have received Senior Obligations (as determined in the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) absence of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicablereorganization proceeding, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any portion of such claims are allowable in the reorganization proceeding) are not paid in full in cash upon the effective date of any plan of reorganization in such reorganization proceeding and instead receive, on account of all or a portion of their claims, new securities or loans with economic terms that are worse than the economic terms of their claims with respect to the Senior Obligations (as determined in the absence of the reorganization proceeding, and whether or not any portion of such economic terms or claims are allowable in the reorganization proceeding) (including, without limitation, new securities or loans with a lower principal amount, lower interest rate or lower fees than the corresponding principal amount, interest rate or fees in respect of the claims with respect to the Senior Obligations), then the applicable Third Lien Claimholders shall turn over to the Designated Senior Collateral Agent (on behalf of itself, the other Senior Collateral Agents, the Senior Representatives and the other Senior Claimholders) any and all amounts received on account of such Reorganization Securities, including any cash dividends or cash distributions, until the Senior Claimholders are paid in full in cash the amounts they would have been paid on account of their claims with respect to the Senior Obligations, (as determined in the absence of the reorganization proceeding, and whether or not any portion of such claims are allowable in the reorganization proceeding). If, in any Insolvency or Liquidation Proceeding has been commenced Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization, arrangement, compromise or against any Grantorliquidation or similar dispositive restructuring plan, any Collateral or proceeds thereof or any payment with respect theretoboth on account of Senior Obligations and on account of Third Lien Obligations, including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) shall be appliedthen, to the extent required under the Second debt obligations distributed on account of the Senior Obligations and on account of the Third Lien DocumentsObligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Second Lien Debt in accordance with the Second Lien DocumentsLiens securing such debt obligations.

Payments Over. (a) So long as Unless and until the Discharge of First Priority Lien Debt has not occurredObligations, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any the Company or other Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Shared Collateral or proceeds thereof or payment with respect thereto Proceeds upon the exercise of remedies received by Second Lien Agent or any other Second Parity Lien Secured Party (including or any right of set-off) with respect to the Collateral, and including Junior Lien Secured Party in connection with the exercise of any insurance policy claim right or any condemnation award remedy (including setoff or deed recoupment) relating to the Shared Collateral, in lieu contravention of condemnation)this Agreement or otherwise, shall be segregated and held in trust for the benefit of and promptly transferred or forthwith paid over to First the Designated Priority Lien Agent for the benefit of the First Priority Lien Secured Parties in the same form as received, with any necessary endorsements or assignments endorsements, or as a court of competent jurisdiction may otherwise direct. First Any Shared Collateral or Proceeds received by any Parity Lien Secured Party or Junior Lien Secured Party on account of its secured claim in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. The Designated Priority Lien Agent is hereby authorized to make any such endorsements or assignments as agent for Second each of the Parity Lien AgentSecured Parties and Junior Lien Secured Parties. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as Following the Discharge of First Priority Lien Debt has occurred and Obligations but prior to the Discharge of Second Parity Lien Debt has not occurredObligations, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Shared Collateral or proceeds thereof Proceeds upon the exercise of remedies received by any Junior Lien Secured Party in connection with the exercise of any right or remedy (including setoff) relating to the Shared Collateral, in contravention of this Agreement or otherwise, shall be segregated and held in trust for the benefit of and forthwith paid over to the Parity Lien Collateral Trustee for the benefit of the Parity Lien Secured Parties in the same form as received, with any payment with respect theretonecessary endorsements, including or as a court of competent jurisdiction may otherwise direct. Any Shared Collateral or Proceeds received by any Junior Lien Secured Party on account of its secured claim in connection with any insurance policy claim Insolvency or any condemnation award (or deed in lieu of condemnation) Liquidation Proceeding shall be applied, deemed to be the extent required under result of an exercise of remedies. The Parity Lien Collateral Trustee is hereby authorized to make any such endorsements as agent for each of the Second Junior Lien Documents, to the Second Lien Debt in accordance Secured Parties. This authorization is coupled with the Second Lien Documentsan interest and is irrevocable.

Payments Over. (a) So As long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof (including assets or payment with respect thereto proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the Second Lien Collateral Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including Claimholders in connection with the exercise of any insurance policy claim right or any condemnation award remedy (including set-off or deed in lieu of condemnation), recoupment) relating to the Collateral shall be segregated and held in trust and promptly transferred or forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentCollateral Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocableirrevocable until the Discharge of First Lien Obligations. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So As long as the Discharge of First Lien Debt Obligations has occurred not occurred, if in any Insolvency or Liquidation Proceeding the Second Lien Collateral Agent or any other Second Lien Claimholders shall receive any distribution of money or other property in respect of the Collateral (other than any distribution pursuant to a plan of reorganization confirmed in an Insolvency or Liquidation Proceeding), such money or other property shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements. Any Lien received by the Second Lien Collateral Agent or any other Second Lien Claimholders in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement. (b) Until the earlier to occur of (i) the Discharge of Second Lien Debt has not occurredObligations and (ii) the receipt of the first $5,000,000 in cash proceeds from the sale or disposition of Second Lien Priority Assets or proceeds thereof by the Second Lien Collateral Agent or Second Lien Claimholders in accordance with Section 4.2(b), whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, any Collateral Second Lien Priority Assets or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the First Lien Collateral Agent or any payment with respect thereto, including other First Lien Claimholders in connection with the exercise of any insurance policy claim right or any condemnation award remedy (including set-off or deed in lieu of condemnationrecoupment) shall be applied, to the extent required under the Second Lien Documents, relating to the Second Lien Debt Priority Assets shall be segregated and held in accordance with trust and forthwith paid over to the Second Lien DocumentsCollateral Agent for the benefit of the Second Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Second Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the First Lien Collateral Agent or any such First Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Second Lien Obligations. As long as the Discharge of Second Lien Obligations has not occurred, if in any Insolvency or Liquidation Proceeding the First Lien Collateral Agent or any other First Lien Claimholders shall receive any distribution of money or other property in respect of the Second Lien Priority Assets (other than any distribution pursuant to a plan of reorganization confirmed in an Insolvency or Liquidation Proceeding), such money or other property shall be segregated and held in trust and forthwith paid over to the Second Lien Collateral Agent for the benefit of the Second Lien Claimholders in the same form as received, with any necessary endorsements. Any Lien received by the First Lien Collateral Agent or any other First Lien Claimholders in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement.

Payments Over. (a) So long as the Discharge of First Lien Debt has not occurredThe Term Loan Agent, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of itself and the other Second Lien Secured PartiesTerm Loan Lenders, hereby agrees that if it shall obtain possession of any Common Collateral or proceeds thereof or payment with respect thereto received by Second Lien Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including in connection with the exercise of any insurance policy claim right or any condemnation award remedy (including setoff) relating to the Common Collateral in contravention of EXHIBIT B Page 16 this Agreement or deed in lieu of condemnation)the Senior Lender Documents, then it shall be segregated and held hold such Common Collateral or proceeds in trust for the Senior Credit Agreement Agent and promptly transferred or paid the Senior Lenders and transfer such Common Collateral and proceeds over to First Lien the Senior Credit Agreement Agent for the benefit of the First Lien Secured Parties Senior Lenders in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. First Lien The Senior Credit Agreement Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe Term Loan Agent or any such Term Loan Lender. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregateIf, hold in trustat any time, and transfer all or pay over part of any proceeds of Collateral or payments if, payment with respect to the Senior Lender Claims previously made is rescinded for any applicable payment, (i) other than with respect to Second Lien Agent Paymentsreason whatsoever, the Second Lien Term Loan Lenders shall promptly pay over to the Senior Credit Agreement Agent any payment received by any of them in respect of the Common Collateral and shall have received promptly turn any Common Collateral then held by any of them over to the compliance certificate(s) required to Senior Credit Agreement Agent, and the provisions set forth in this Agreement shall be delivered to Second Lien Agent pursuant to clause reinstated as if such payment had not been made, until the Discharge of Senior Lender Claims has occurred. (b) The Senior Credit Agreement Agent, on behalf of itself and the definition Senior Lenders, hereby agrees that if it shall obtain possession of “Permitted Second Lien Payments” any Other Common Collateral or pursuant Pari Passu Common Collateral or proceeds thereof in connection with the exercise of any right or remedy (including setoff) relating to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being Other Common Collateral or Pari Passu Common Collateral in contravention of this Agreement and had paid outor the Term Loan Lender Documents, applied then it shall hold such Other Common Collateral or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Pari Passu Common Collateral or proceeds thereof in trust for the Term Loan Agent and the Term Loan Lenders and transfer such Other Common Collateral or Pari Passu Common Collateral and proceeds over to the Term Loan Agent for the benefit of the Term Loan Lenders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Term Loan Agent is hereby authorized to make any such endorsements as agent for the Senior Credit Agreement Agent or any such Senior Lender. This authorization is coupled with an interest and is irrevocable. If, at any time, all or part of any payment with respect theretoto the Term Loan Lender Claims previously made is rescinded for any reason whatsoever, including the Senior Lenders shall promptly pay over to the Term Loan Agent any payment received by any of them in connection with respect of the Other Common Collateral or Pari Passu Common Collateral and shall promptly turn any insurance policy claim Other Common Collateral or Pari Passu Common Collateral then held by any condemnation award (or deed of them over to the Term Loan Agent, and the provisions set forth in lieu of condemnation) this Agreement shall be appliedreinstated as if such payment had not been made, to until the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien DocumentsDischarge of Term Loan Lender Claims has occurred.

Payments Over. (a) So long as the Discharge of First Lien Debt ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any ABL Priority Collateral or proceeds Proceeds thereof or payment with respect thereto not constituting Notes Priority Collateral received by Second Lien any Notes Collateral Agent or any other Second Lien Notes Secured Party (including any right of set-off) with respect to the Collateral, and including Parties in connection with the exercise of any insurance policy claim right or any condemnation award remedy (or deed including set off) relating to the ABL Priority Collateral in lieu contravention of condemnation), this Agreement shall be segregated and held in trust and promptly transferred or forthwith paid over to First Lien the ABL Agent for the benefit of the First Lien ABL Secured Parties in the same form as received, with any necessary endorsements or assignments as a court of competent jurisdiction may otherwise direct. The ABL Agent is hereby authorized to make any such endorsements as agent for the Notes Collateral Agents or any such Notes Secured Parties. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms. (b) So long as the Discharge of Notes Obligations has not occurred, any Notes Priority Collateral or Proceeds thereof not constituting ABL Priority Collateral received US-DOCS\116541863.10 by the ABL Agent or any other ABL Secured Party in connection with the exercise of any right or remedy (including set off) relating to the Notes Priority Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Designated Notes Collateral Agent for the benefit of the Notes Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. First Lien The Designated Notes Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agentthe ABL Agent or any such other ABL Secured Parties. This authorization is coupled with an interest and is irrevocable. The Second Lien irrevocable until such time as this Agreement is terminated in accordance with its terms. (c) Nothing in this Agreement shall prohibit the receipt by the ABL Agent shall have no obligation to segregateor the Notes Collateral Agents or any Secured Party of payments of interest, hold principal and other amounts owed in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” ABL Obligations or pursuant to the definition of “Second Lien Interest Payment Conditions”, Notes Obligations so long as applicable, and such compliance certificate(s) certify as to receipt is not the satisfaction direct or indirect result of the conditions set forth in such definitions, and (ii) Exercise of Any Secured Creditor Remedies by the Second Lien ABL Agent did not otherwise have actual knowledge of or the applicable payment being Notes Collateral Agents or any Secured Party in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge. (b) So long as the Discharge of First Lien Debt has occurred and the Discharge of Second Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof or any payment with respect thereto, including in connection with to any insurance policy claim or Lien held by any condemnation award (or deed in lieu of condemnation) shall be applied, to the extent required under the Second Lien Documents, to the Second Lien Debt in accordance with the Second Lien Documentsthem.