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

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Agent and the Second Lien Secured Parties agree that, any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall (for so long as the Discharge of 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 the 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. Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.03, which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien each Junior-Priority Collateral Agent and the Second Lien each Junior-Priority Secured Parties agree that, Party agrees that any distribution or recovery they it may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall (for so long as the Discharge of First Lien Obligations Senior-Priority Debt has not occurred) be segregated and held in trust and forthwith paid over to the First Lien Designated Senior-Priority Collateral Agent for the benefit of the First Lien Senior-Priority Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second Lien such Junior-Priority 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 Senior-Priority Debt has occurred. Until the Discharge of First Lien Obligations Senior-Priority Debt occurs, the Second Lien each Junior-Priority Collateral Agent, for itself and on behalf of each other Second Lien Junior-Priority Secured PartyParty with respect to which such Junior-Priority Collateral Agent is acting as Agent, hereby appoints the First Lien Designated Senior-Priority Collateral Agent, and any officer or agent of the First Lien such Designated Senior-Priority Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Junior-Priority Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 4.3 and taking any action and executing any instrument that the First Lien such Designated Senior-Priority Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.034.3, which appointment is irrevocable and coupled with an interestinterest and is irrevocable.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering held by a Senior Lender encumbering, or purporting to encumber, any Collateral is not valid or enforceable for any reason, or is avoided or avoidable under a Bankruptcy Law, then the Second Lien Collateral Agent and the Second Lien Secured Parties agree each Subordinated Debt Party agrees that, any distribution or recovery they it may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall shall, on a Pro Rata Basis (for so long as the Discharge of First Lien Obligations Senior Indebtedness has not occurred) ), be segregated and held in trust and forthwith paid over to the First Lien Collateral Administrative Agent (for the benefit of the First Senior Lenders and application in payment of the Senior Indebtedness); provided that if in any Insolvency Proceeding a similar determination is made regarding any Lien Secured Parties (as described above, mutatis mutandis to reflect Liens held by any other Beneficiary) held by any other Beneficiary, any such distribution or recovery shall, on a Pro Rata Basis, be held in trust and forthwith paid over to the Administrative Agent (for application to the Senior Indebtedness) and the other Beneficiaries (for application to the applicable Other Senior Indebtedness), in each case, in the same form as received, if received without recoursein cash, representation or warranty (other than a representation of if not received in cash, as agreed by 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 occurredBeneficiaries. Until the Discharge of First Lien Obligations Senior Indebtedness occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, Subordinated Debt Party hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Subordinated Debt Party for the limited purpose of carrying out the provisions of this Section 4.03 3.4 for the benefit of the Senior Lenders and taking any action and executing any instrument that the First Lien Collateral Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 4.033.4 for the benefit of the Senior Lenders, which appointment is irrevocable and coupled with an interest, and is subject to any constraints thereon set forth in any Collateral Agreement.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Administrative Agent and the Second Lien Secured Parties agree that, any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall (for so long as the Discharge of First Lien Obligations has not occurred) be segregated and held in trust and forthwith paid over to the First Lien Collateral Administrative Agent for the benefit of the First Lien Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Administrative 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 xxxx xxxx endorsements or as a court of competent jurisdiction may otherwise direct until such time as the Discharge of First Lien Obligations has occurred. Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Administrative Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 and taking any action and executing any instrument that the First Lien Collateral Administrative Agent may deem necessary xxxx xxxx or advisable to accomplish the purposes of this Section 4.03, which appointment is irrevocable and coupled with an interest.. Article V

Certain Agreements with Respect to Unenforceable Liens. (a) Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Priority Agent and the Second Lien Priority Secured Parties agree that, any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended constituting Collateral subject to constitute such Collateral an enforceable Lien in favor of the Second Priority Secured Parties or any proceeds thereof shall (for so long as the Discharge of First Lien Obligations Priority Claims has not occurred) be segregated and held in trust and forthwith paid over to the First Lien Collateral Priority Agent for the benefit of the First Lien Priority Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but 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 occurreddirect. Until the Discharge of First Lien Obligations Priority Claims occurs, the Second Lien Collateral Priority Agent, for itself and on behalf of each other Second Lien Priority Secured Party, hereby appoints the First Lien Collateral Priority Agent, and any officer or agent of the First Lien Collateral Priority Agent, with full power of substitution, the attorney-in-fact of each Second Lien Priority Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 4.03(a) and taking any action and executing any instrument that the First Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 4.034.03(a), which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Priority Agent and the Second Lien Priority Secured Parties agree that, any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended constituting Collateral subject to constitute such Collateral an enforceable Lien in favor of the Second Priority Secured Parties or any proceeds thereof shall (for so long as the Discharge of First Lien Obligations Priority Claims has not occurred) be segregated and held in trust and forthwith paid over to the First Lien Collateral Priority Agent for the benefit of the First Lien Priority Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but 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 occurreddirect. Until the Discharge of First Lien Obligations Priority Claims occurs, the Second Lien Collateral Priority Agent, for itself and on behalf of each other Second Lien Priority Secured Party, hereby appoints the First Lien Collateral Priority Agent, and any officer or agent of the First Lien Collateral Priority Agent, with full power of substitution, the attorney-in-fact of each Second Lien Priority Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 and taking any action and executing any instrument that the First Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 4.03, which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Administrative Agent and the Second Lien Secured Parties agree that, any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall (for so long as the Discharge of First Lien Obligations has not occurred) be segregated and held in trust for the benefit of the First Lien Secured Parties and forthwith paid over to the First Lien Collateral Administrative Agent for the benefit of the First Lien Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Administrative 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. Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Administrative Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 and taking any action and executing any instrument that the First Lien Collateral Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 4.03, which appointment is irrevocable and coupled with an interest.. Article V

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Agent and the Second Lien Secured Parties agree that, any distribution or recovery they may receive with respect to, or allocable to, the value of the assets Property intended to constitute 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 the 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. Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.03, which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the each Second Lien Collateral Agent and the other Second Lien Secured Parties agree that, that any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds the Proceeds thereof (other than Reorganization Securities) 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 Controlling Agent for the benefit of the First Lien Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the such Second Lien Collateral Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution Collateral or recoveryProceeds thereof) 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. Until the Discharge of First Lien Obligations occurs, the each Second Lien Collateral Agent, for itself and on behalf of each other applicable Second Lien Secured Party, hereby appoints the First Lien Collateral Controlling Agent, and any officer or agent of the First Lien Collateral Controlling Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 4.3 and taking any action and executing any instrument that the First Lien Collateral Controlling Agent may deem necessary or advisable to accomplish the purposes of this Section 4.034.3, which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency Proceeding or Liquidation Proceeding other proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Junior Lien Collateral Agent and the Second other Junior Lien Secured Parties agree that, that any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof (other than Reorganization Securities) shall (for so long as the Discharge of First Senior Lien Obligations has not occurred) be segregated and held in trust and forthwith paid over to the First Senior Lien Collateral Agent for the benefit of the First Senior Lien Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second Junior 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 Senior Lien Obligations has occurred. Until the Discharge of First Senior Lien Obligations occurs, the Second Junior Lien Collateral Agent, for itself and on behalf of each other Second Junior Lien Secured Party, hereby appoints the First Senior Lien Collateral Agent, and any officer or agent of the First Senior Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Junior Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 4.3 and taking any action and executing any instrument that the First Senior Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.034.3, which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency Proceeding, Fraudulent Conveyance Proceeding or Liquidation Proceeding other proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Junior Lien Collateral Agent and the Second other Junior Lien Secured Parties agree that, that any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof (other than Reorganization Securities) shall (for so long as the Discharge of First Senior Lien Obligations has not occurred) be segregated and held in trust and forthwith paid over to the First Senior Lien Collateral Agent for the benefit of the First Senior Lien Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second Junior 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 Senior Lien Obligations has occurred. Until the Discharge of First Senior Lien Obligations occurs, the Second Junior Lien Collateral Agent, for itself and on behalf of each other Second Junior Lien Secured Party, hereby appoints the First Senior Lien Collateral Agent, and any officer or agent of the First Senior Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Junior Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 4.3 and taking any action and executing any instrument that the First Senior Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.034.3, which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Priority Agent and the Second Lien Priority Secured Parties agree that, any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended constituting Collateral subject to constitute such Collateral an enforceable Lien in favor of the Second Priority Secured Parties or any proceeds thereof shall (for so long as the Discharge of First Lien Obligations Priority Claims has not occurred) be segregated and held in trust and forthwith paid over to the First Lien Collateral Priority Agent for the benefit of the First Lien Priority Secured Parties Party in the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but 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 occurreddirect. Until the Discharge of First Lien Obligations Priority Claims occurs, the Second Lien Collateral Priority Agent, for itself and on behalf of each other Second Lien Priority Secured Party, hereby appoints the First Lien Collateral Priority Agent, and any officer or agent of the First Lien Collateral Priority Agent, with full power of substitution, the attorney-in-fact of each Second Lien Priority Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 and taking any action and executing any instrument that the First Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 4.03, which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any First Priority Collateral is not enforceable for any reason, then the Second Lien Collateral Priority Agent for itself and the on behalf of each other Second Lien Priority Secured Parties agree Party agrees that, any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended constituting First Priority Collateral subject to constitute such Collateral an enforceable Lien in favor of the Second Priority Secured Parties or any proceeds thereof shall (for so long as the Discharge of First Lien Obligations Priority Claims has not occurred) be segregated and held in trust and forthwith paid over to the First Lien Collateral Priority Agent for the benefit of the First Lien Priority Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second 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 occurreddirect. Until the Discharge of First Lien Obligations Priority Claims occurs, the Second Lien Collateral Priority Agent, for itself and on behalf of each other Second Lien Priority Secured Party, hereby appoints the First Lien Collateral Priority Agent, and any officer or agent of the First Lien Collateral Priority Agent, with full power of substitution, the attorney-in-fact of each Second Lien Priority Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 4.2 and taking any action and executing any instrument that the First Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 4.034.2, which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Agent and the other Second Lien Secured Parties agree that, that any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall (for so long as the Discharge of 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 the 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. Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.03Section, which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency Proceeding or Liquidation Proceeding other proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Agent and the other Second Lien Secured Parties agree that, that any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof (other than Reorganization Securities) 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 the 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. Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 4.3 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.034.3, which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. (a) Notwithstanding anything to the contrary contained herein, (x) if in any Insolvency or Liquidation Proceeding a determination is made that any First Priority Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Priority Agent, the Second Priority Secured Parties, the Third Priority Agent and the Second Lien Third Priority Secured Parties agree that, any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended constituting Collateral subject to constitute such Collateral an enforceable Lien in favor of the Second Priority Secured Parties or the Third Priority Secured Parties or any proceeds thereof shall (for so long as the Discharge of First Lien Obligations Priority Claims has not occurred) be segregated and held in trust and forthwith paid over to the First Lien Collateral Priority Agent for the benefit of the First Lien Priority Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct until such time and (y) after the Discharge of First Priority Claims occurs, if in any Insolvency or Liquidation Proceeding a determination is made that any Second Priority Lien encumbering any Collateral is not enforceable for any reason, then the Third Priority Agent and the Third Priority Secured Parties agree that, any distribution or recovery they may receive with respect to, or allocable to, the value of the assets constituting Collateral subject to an enforceable Lien in favor of the Third Priority Secured Parties or any proceeds thereof shall (for so long as the Discharge of First Lien Obligations Second Priority Claims has not occurred) be segregated and held in trust and forthwith paid over to the Second Priority Agent for the benefit of the Second Priority Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Third Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations Priority Claims occurs, the Second Lien Collateral Priority Agent, for itself and on behalf of each other Second Lien Priority Secured Party, and the Third Priority Agent, for itself and on behalf of each other Third Priority Secured Party, hereby appoints the First Lien Collateral Priority Agent, and any officer or agent of the First Lien Collateral Priority Agent, with full power of substitution, the attorney-in-fact of each Second Lien Priority Secured Party and each Third Priority Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 4.03(a) and taking any action and executing any instrument that the First Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 4.034.03(a), which appointment is irrevocable and coupled with an interest. After the Discharge of First Priority Claims occurs, and until the Discharge of Second Priority Claims, the Third Priority Agent, for itself and on behalf of each other Third Priority Secured Party, hereby appoints the Second Priority Agent, and any officer or agent of the Second Priority Agent, with full power of substitution, the attorney-in-fact of each Third Priority Secured Party for the limited purpose of carrying out the provisions of this Section 4.03(a) and taking any action and executing any instrument that the Second Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 4.03(a), which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency Proceeding or Liquidation Proceeding other proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Junior Lien Collateral Agent Agents and the Second other Junior Lien Secured Parties agree that, that any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof (other than Reorganization Securities) shall (for so long as the Discharge of First Senior Lien Obligations has not occurred) be segregated and held in trust and forthwith paid over to the First Designated Senior Lien Collateral Agent for the benefit of the First Senior Lien Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second Junior 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 Senior Lien Obligations has occurred. Until the Discharge of First Senior Lien Obligations occurs, the Second each Junior Lien Collateral Agent, for itself and on behalf of each other Second Junior Lien Secured PartyParty represented by it, hereby appoints the First Designated Senior Lien Collateral Agent, and any officer or agent of the First Designated Senior Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Junior Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 4.3 and taking any action and executing any instrument that the First Designated Senior Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.034.3, which appointment is irrevocable and coupled with an interest.. INTERCREDITOR ACKNOWLEDGEMENTS AND WAIVERS

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Agent and the Second Lien Secured Parties agree that, any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall (for so long as the Discharge of 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 the 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. Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.03, which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Senior Priority Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Agent and the Second Lien Secured Parties agree that, Junior Creditor agrees that any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall (for so long as the Discharge of First Lien Senior Obligations has not occurred) be segregated and held in trust and, upon the earliest to occur of (x) written request by Senior Agent and (y) Junior Creditor’s actual knowledge that it is required to pay over such amount to the Senior Agent in accordance with this Section 4.02, shall forthwith be paid over to the First Lien Collateral Senior Agent for the benefit of the First Lien Senior Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Agent Junior Creditor 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 Senior Obligations has occurred. Until the Discharge of First Lien Senior Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, Junior Creditor hereby appoints the First Lien Collateral Senior Agent, and any officer or agent of the First Lien Collateral Senior Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party the Junior Creditor for the limited purpose of carrying out the provisions of this Section 4.03 4.02 and taking any action and executing any instrument that the First Lien Collateral Senior Agent may deem necessary or advisable to accomplish the purposes of this Section 4.034.02, which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Agent and the Second Lien Secured Parties agree that, any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall (for so long as the Discharge of 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 the 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. Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.03, which appointment is irrevocable and coupled with an interest.. Article V

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Agent Agent, for itself and the on behalf of each other Second Lien Secured Parties agree Party, agrees that, any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall (for so long as the Discharge of First Lien Obligations has not occurred) be segregated and held in trust for the benefit of the First Lien Secured Parties and forthwith paid over to the First Lien Collateral Administrative Agent for the benefit of the 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. Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, the attorney-in-fact of each such Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 and taking any action and executing any instrument that the First Lien Collateral Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 4.03, which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency Proceeding or Liquidation Proceeding other proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Junior Lien Collateral Agent and the Second other Junior Lien Secured Parties agree that, that any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof (other than Reorganization Securities) shall (for so long as the Discharge of First Senior Lien Obligations has not occurred) be segregated and held in trust and forthwith paid over to the First Senior Lien Collateral Agent for the benefit of the First Senior Lien Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second Junior 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 Senior Lien Obligations has occurred. Until the Discharge of First Senior Lien Obligations occurs, the Second Junior Lien Collateral Agent, for itself and on behalf of each other Second Junior Lien Secured Party, hereby appoints the First Senior Lien Collateral Agent, and any officer or agent of the First Senior Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Junior Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 4.3 and taking any action and executing any instrument that the First Senior Lien Collateral Agent may deem necessary or advisable to US-DOCS\79710835.5 Senior Junior Intercreditor Agreement accomplish the purposes of this Section 4.034.3, which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Administrative Agent and the Second Lien Secured Parties agree that, any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall (for so long as the Discharge of First Lien Obligations has not occurred) be segregated and held in trust and forthwith paid over to the First Lien Collateral Administrative Agent for the benefit of the First Lien Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Administrative 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. Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Administrative Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 and taking any action and executing any instrument that the First Lien Collateral Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 4.03, which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any First Priority Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Administrative Agent and the Second Lien Secured Parties agree that, any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall (for so long as the Discharge of First Lien Obligations has not occurred) be segregated and held in trust and forthwith paid over to the First Lien Collateral Administrative Agent for the benefit of the First Lien Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Administrative 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. Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Administrative Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.03, which appointment is irrevocable and coupled with an interest.this

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Agent Administrative Agent, for itself and the on behalf of each other Second Lien Secured Parties agree Party, agrees that, any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall (for so long as the Discharge of First Lien Obligations has not occurred) be segregated and held in trust for the benefit of the First Lien Secured Parties and forthwith paid over to the First Lien Collateral Administrative Agent for the benefit of the First Lien Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Administrative 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. Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Administrative Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, the attorney-in-fact of each such Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 and taking any action and executing any instrument that the First Lien Collateral Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 4.03, which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Agent Agent, for itself and on behalf of the other Second Lien Secured Parties agree thatParties, agrees that any distribution or recovery they may receive with respect to, or allocable to, the value of the assets Property intended to constitute such Collateral or any proceeds thereof shall (for so long as the Discharge of First Lien Non-Excluded Obligations has not occurred) be segregated and held in trust and forthwith paid over to the First Lien Collateral Administrative Agent for the benefit of the 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 Non-Excluded Obligations has occurred. Until the Discharge of First Lien Non-Excluded Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each the other Second Lien Secured PartyParties, hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 and taking any action and executing any instrument that the First Lien Collateral Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 4.03, which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second each Collateral Trustee and each Pari Passu Lien Collateral Agent and the Second Lien Secured Parties agree that, Claimholder agrees that any distribution or recovery they it may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall (for so long as the Discharge of First Lien Obligations Senior-Priority Debt has not occurred) be segregated and held in trust and forthwith 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 without recourse, representation or warranty (other than a representation of the Second Lien each Collateral Agent Trustee 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 Senior-Priority Debt has occurred, subject in each case to the terms of the ABL Intercreditor Agreement, if applicable. Until the Discharge of First Lien Obligations Senior-Priority Debt occurs, the Second Lien each Collateral AgentTrustee, for itself and on behalf of each Pari Passu Lien Representative and each other Second Pari Passu Lien Secured PartyClaimholder with respect to which such Collateral Trustee is acting as Agent, hereby appoints the Designated First Lien Debt Collateral Agent, and any officer or agent of the such Designated First Lien Debt Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Pari Passu Lien Secured Party Claimholder for the limited purpose of carrying out the provisions of this Section 4.03 4.3 and taking any action and executing any instrument that the such Designated First Lien Debt Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.034.3, which appointment is irrevocable and coupled with an interestinterest and is irrevocable.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral securing the Senior Lien Obligations is not enforceable for any reason, then the Second Lien Collateral Agent and the Second Lien Secured Parties agree that, Junior Creditor agrees that any distribution or recovery they it may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall (for so long as the Senior Lien Discharge of First Lien Obligations Date has not occurred) be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent Senior Agents for the benefit of the First Lien Secured Parties their respective Senior Creditors 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 soldwarranty, 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 Senior Lien Discharge of First Lien Obligations Date has occurred. Until the Senior Lien Discharge of First Lien Obligations Date occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured PartyJunior Creditor, hereby appoints the First Lien Collateral AgentSenior Agents, and any officer or agent of the First Lien Collateral AgentSenior Agents, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party the Junior Creditor for the limited purpose of carrying out the provisions of this Section 4.03 and taking any action and executing any instrument that the First Lien Collateral Agent Senior Agents may deem necessary or advisable to accomplish the purposes of this Section 4.03Section, which appointment is irrevocable and coupled with an interest. Notwithstanding the foregoing sentence, until the Facility/Swap Discharge Date has occurred, the use of the term “Senior Agent” in the foregoing sentence shall only refer to the Facility/Swap Agent.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral securing the First Lien Obligations is not enforceable for any reason, then the Second Lien Collateral Agent Trustee and the Second Lien Secured Parties Creditors agree that, that any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall (for so long as the Discharge of First Lien Obligations Discharge Date has not occurred) 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 Creditors in the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Agent Trustee 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 Discharge Date has occurred. Until the Discharge of First Lien Obligations Discharge Date occurs, the Second Lien Collateral AgentTrustee, for itself and on behalf of each other Second Lien Secured PartyCreditor, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party Creditor for the limited purpose of carrying out the provisions of this Section 4.03 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.03Section, which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Priority Agent and the Second Lien Priority Secured Parties agree that, any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended constituting Collateral subject to constitute such Collateral an enforceable Lien in favor of the Second Priority Secured Parties or any proceeds thereof shall (for so long as the Discharge of First Lien Obligations Priority Claims has not occurred) be segregated and held in trust and forthwith paid over to the First Lien Collateral Priority Agent for the benefit of the First Lien Priority Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but 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 occurreddirect. Until the Discharge of First Lien Obligations Priority Claims occurs, the Second Lien Collateral Priority Agent, for itself and on behalf of each other Second Lien Priority Secured Party, hereby appoints the First Lien Collateral Priority Agent, and any officer or agent of the First Lien Collateral Priority Agent, with full power of substitution, the attorney-in-fact of each Second Lien Priority Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 4.3 and taking any action and executing any instrument that the First Lien Collateral Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 4.034.3, which appointment is irrevocable and coupled with an interest.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering held by a Senior Lender encumbering, or purporting to encumber, any Collateral is not valid or enforceable for any reason, or is avoided or avoidable under a Bankruptcy Law, then the Second Lien Collateral Agent and the Second Lien Secured Parties agree each Subordinated Debt Party agrees that, any distribution or recovery they it may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall shall, on a Pro Rata Basis (for so long as the Discharge of First Lien Obligations Senior Indebtedness has not occurred) ), be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent Senior Lenders (for the benefit application in payment of the First Senior Indebtedness); provided that if in any Insolvency Proceeding a similar determination is made regarding any Lien Secured Parties (as described above, mutatis mutandis to reflect Liens held by any other Beneficiary) held by any other Beneficiary, any such distribution or recovery shall, on a Pro Rata Basis, be held in trust and forthwith paid over to the Senior Lenders (for application to the Senior Indebtedness) and the other Beneficiaries (for application to the applicable Other Senior Indebtedness), in each case, in the same form as received, if received without recoursein cash, representation or warranty (other than a representation of if not received in cash, as agreed by 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 occurredBeneficiaries. Until the Discharge of First Lien Obligations Senior Indebtedness occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, Subordinated Debt Party hereby appoints the First Lien Collateral Agenteach Senior Lender, and any officer or agent of the First Lien Collateral Agenteach Senior Lender, with full power of substitution, the attorney-in-fact of each Second Lien Secured Subordinated Debt Party for the limited purpose of carrying out the provisions of this Section 4.03 3.4 for the benefit of the Senior Lenders and taking any action and executing any instrument that the First Lien Collateral Agent Required Holders may deem necessary or advisable to accomplish the purposes of this Section 4.033.4 for the benefit of the Senior Lenders, which appointment is irrevocable and coupled with an interest, and is subject to any constraints thereon set forth in any Collateral Agreement.

Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything In addition to the contrary contained rights and obligations of the First Lien Agent, the Second Lien Agent, the First Lien Claimholders and Second Lien Claimholders set forth herein, if in the event that a determination is made in any Insolvency or Liquidation Proceeding a determination is made or otherwise that any Liens securing First Lien Obligations encumbering any Collateral is are not enforceable for any reason, then the Second Lien Collateral Agent and the Second Lien Secured Parties agree that, Agent or the Second Lien Claimholders receive any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof in excess of what they would have received had such determination not been made, such excess shall (for so long as the Discharge of the First Lien Obligations has not occurred) be segregated and held in trust and forthwith immediately paid over to be applied to the First Lien Collateral Agent Obligations (including for the benefit purposes of the First Lien Secured Parties in the same form as received cash collateralization of, if any, letters of credit) 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 Collateral, assets or recoveryproceeds) but to the First Lien Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct until such time as the Discharge of direct. The First Lien Obligations has occurred. Until the Discharge of First Lien Obligations occurs, Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Agent, for itself and on behalf of each other Agent or any such Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.03, which appointment Claimholders. This authorization is irrevocable and coupled with an interestinterest and is irrevocable.