Common use of Payments Received by Second Lien Agent or the Second Clause in Contracts

Payments Received by Second Lien Agent or the Second. Lien Lenders. If at any time prior to the date upon which the Discharge of First Lien Indebtedness shall have occurred, Second Lien Agent or any Second Lien Lender receives any payment or distribution of any kind or character, whether as a result of an Exercise of Any Secured Creditor Remedies or otherwise, whether in cash, property or securities, from or of any assets of any Obligor (or any Obligor's Subsidiaries), irrespective of whether such payment or distribution was of Collateral or of Proceeds thereof, in each case, in contravention of the express terms of this Agreement, Second Lien Agent or such Second Lien Lender shall be deemed to receive and hold the same in trust as trustee for the benefit of First Lien Agent, First Lien Co-Agent and the First Lien Lenders and shall forthwith deliver such payment, distribution, or proceeds to First Lien Agent in precisely the form received (except for the endorsement or assignment by Second Lien Agent or such Second Lien Lender where necessary), for application on any of the First Lien Indebtedness, whether then due or yet to become due. In the event of the failure of Second Lien Agent or any Second Lien Lender to make any such endorsement or assignment to First Lien Agent within five (5) Business Days after receipt of written request therefor from First Lien Agent or First Lien Co-Agent, First Lien Agent, First Lien Co-Agent and any of their respective officers or agents are hereby irrevocably authorized to make such endorsement or assignment and Second Lien Agent, on behalf of itself and each Second Lien Lender, hereby irrevocably appoints each of First Lien Agent and First Lien Co-Agent as the lawful attorney in fact of Second Lien Agent and Second Lien Lenders solely for the purpose of enabling First Lien Agent and/or First Lien Co-Agent to make such endorsement or assignment in the name of Second Lien Agent or any Second Lien Lender.