Common use of Payment Over Clause in Contracts

Payment Over. With respect to the Collateral and any proceeds thereof, each Second Lien Representative and each other Second Lien Secured Party hereby agrees that if it shall obtain possession of any Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, or by the exercise of any rights available to it under any Requirements of Law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Liquidation Proceeding or otherwise, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each case, at any time prior to the occurrence of the Discharge of First Lien Secured Obligations and when such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this Agreement, then it shall hold such Collateral, proceeds or payment in trust for the First Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Lien Representative for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Each Second Lien Representative on behalf of itself and each Second Lien Secured Party represented by it agrees that if, at any time, all or part of any payment with respect to the First Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall promptly pay over to the Designated First Lien Representative any payment (including any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it in respect of any First Lien Collateral and shall promptly turn any First Lien Collateral then held by it over to the Designated First Lien Representative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of First Lien Secured Obligations occurs.

Payment Over. With respect to the Collateral and any proceeds thereof, each the Second Lien Representative Representatives and each other Second Lien Secured Party hereby agrees that if it shall obtain possession of any Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, or by the exercise of any rights available to it (including any right of set-off) under any Requirements of Law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Liquidation Proceeding or otherwise, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each case, at any time prior to the occurrence of the Discharge of First Lien Secured Obligations and when such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this Agreement, then it shall hold such Collateral, proceeds or payment in trust for the First Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Lien Representative for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Each Second Lien Representative on behalf of itself and each Second Lien Secured Party represented by it agrees that if, at any time, all or part of any payment with respect to the First Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall promptly pay over to the Designated First Lien Representative any payment (including any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it in respect of any First Lien Collateral and shall promptly turn any First Lien Collateral then held by it over to the Designated First Lien Representative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of the First Lien Secured Obligations occursObligations.

Payment Over. With respect to the Collateral The New Senior Administrative Agent, for itself and any proceeds thereof, each Second Lien Representative and on behalf of each other Second Lien New Senior Secured Party Party, hereby agrees that if it any New Senior Secured Party shall obtain possession of any Collateral, Collateral or shall realize any proceeds Proceeds or payment in respect of any such Collateral, whether pursuant to any Second Lien Security Document, in connection rights or remedies with respect to the taking of Collateral under any Second Lien Permitted Actions, New Senior Credit Document or by the exercise on account of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Lien Secured Existing Senior Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds Proceeds or payment in trust for the First Lien Existing Senior Administrative Agent and the other Existing Senior Secured Parties and forthwith transfer such Collateral, proceeds Proceeds or payment, as the case may be, to the Designated First Lien Representative for Existing Senior Administrative Agent as promptly as practicable; provided that nothing herein shall limit the benefit rights of the First Lien New Senior Secured Parties to receive the payments of principal, interest, fees and other amounts under the New Senior Documents so long as such payment is not the result of any exercise of remedies by any New Senior Secured Party with respect to the Collateral or a payment in respect of Collateral or the New Senior Secured Parties realizing any Proceeds in respect of Collateral. For the avoidance of doubt, any Proceeds received by any of the New Senior Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the New Senior Administrative Agent shall, at the Grantors’ expense, promptly send written notice to the Existing Senior Administrative Agent upon receipt of such Collateral, Proceeds or payment not permitted hereunder by any New Senior Secured Party and if directed by the Existing Senior Administrative Agent within five (5) days after receipt by the Existing Senior Administrative Agent of such written notice, shall deliver such Collateral, Proceeds or payment to the Existing Senior Administrative Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each Second Lien Representative The Existing Senior Administrative Agent is hereby authorized to make any such endorsements as agent for the New Senior Administrative Agent or any other New Senior Secured Party. The New Senior Administrative Agent, for itself and on behalf of itself and each Second Lien other New Senior Secured Party represented by it agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First Lien Secured any Existing Senior Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Lien Representative Existing Senior Administrative Agent any such Collateral, Proceeds or payment (including any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) not permitted hereunder received by it and then in its possession or under its direct control in respect of any First Lien such Existing Senior Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Lien RepresentativeExisting Senior Administrative Agent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Lien Existing Senior Obligations. All Priority Liens will remain attached to and enforceable against all Proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything contained herein to the contrary notwithstanding, this Section 3.5(d) shall not apply to any Proceeds of Collateral realized in a transaction not prohibited by the Existing Senior Credit Documents and as to which the possession or receipt thereof by the New Senior Administrative Agent or any other New Senior Secured Obligations occursParty is otherwise permitted by the Existing Senior Credit Documents.

Payment Over. With respect to (i) Each of the Collateral and any proceeds thereof, each Second Lien Representative Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party Party, and, subject to the provisions of Section 3.05(c)(ii), the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or Third Lien Security Document, in connection with the taking of any Second Lien Permitted Actionsas applicable, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to to, in the occurrence case of (i) the Second Lien Collateral Trustee and the Second Lien Secured Parties the Discharge of First Priority Lien Obligations and (ii) the Third Lien Collateral Trustee and the Third Lien Secured Parties the Complete Discharge of Priority Lien Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, the benefit Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of the First such Collateral by any Second Lien Secured Parties Party at any time prior to Discharge of Priority Lien Obligations or at any time following Discharge of Second Lien Obligations but prior to Complete Discharge of Priority Lien Obligations and, subject to the provisions of Section 3.05(c)(ii), to the Third Lien Secured Party, as applicable, proceeds or payment and if directed by the Priority Lien Agent within ten (10) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Collateral Trustee, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, and subject to the provisions of Section 3.05(c)(ii), to the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Priority Lien Obligations (other than, in the First case of the Second Lien Secured Obligations Collateral Trustee, payments made in respect of Excess Priority Lien Obligations) previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations or the Complete Discharge of Priority Lien Obligations, as applicable. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(c) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by this Agreement or the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee, any other Second Lien Secured Obligations occursParty, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable, is otherwise permitted by this Agreement or the Priority Lien Documents.

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

Payment Over. With respect to the Collateral The Second-Out Agent, for itself and any proceeds thereof, each Second Lien Representative and on behalf of each other Second Lien Second-Out Secured Party Party, hereby agrees that if it any Second-Out Secured Party shall obtain possession of any Collateral, Shared Collateral or shall realize any proceeds Proceeds or payment in respect of any such Shared Collateral, whether pursuant to any Second Lien rights or remedies with respect to the Shared Collateral under any Second-Out Security Document, in connection with the taking of any Second Lien Permitted Actions, Document or by the exercise on account of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Lien Secured First-Out Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementShared Collateral, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the First Lien First-Out Agent and the other First-Out Secured Parties and forthwith transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Designated First Lien Representative for First-Out Agent as promptly as practicable; provided that nothing herein shall limit the benefit rights of the First Lien Second-Out Secured Parties to receive the payments of principal, interest, fees and other amounts under the Second-Out Documents so long as such payment is not the result of any exercise of remedies by any Second-Out Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Second-Out Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Second-Out Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Second-Out Agent shall, at the Grantors’ expense, promptly send written notice to the First-Out Agent upon receipt of such Shared Collateral, Proceeds or payment not permitted hereunder by any Second-Out Secured Party and if directed by the First-Out Agent within five (5) days after receipt by the First-Out Agent of such written notice, shall deliver such Shared Collateral, Proceeds or payment to the First-Out Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each Second Lien Representative The First-Out Agent is hereby authorized to make any such endorsements as agent for the Second-Out Agent or any other Second-Out Secured Party. The Second-Out Agent, for itself and on behalf of itself and each Second Lien other Second-Out Secured Party represented by it agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First Lien Secured any First-Out Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Lien Representative First-Out Agent any such Shared Collateral, Proceeds or payment (including any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) not permitted hereunder received by it and then in its possession or under its direct control in respect of any First Lien such First-Out Collateral and shall promptly turn any First Lien such Shared Collateral then held by it over to the Designated First Lien RepresentativeFirst-Out Agent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Lien First-Out Obligations. All Second-Out Liens will remain attached to and enforceable against all Proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the First-Out Documents and as to which the possession or receipt thereof by the Second-Out Agent or any other Second-Out Secured Obligations occursParty is otherwise permitted by the First-Out Documents.

Payment Over. With respect to the Collateral and any proceeds thereof, each The Second Lien Representative Agent, for itself and on behalf of each other Second Lien Secured Party Party, hereby agrees that if it any Second Lien Secured Party shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, the benefit Second Lien Agent shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of the First such Collateral by any Second Lien Secured Parties Party, proceeds or payment and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Agent or any other Second Lien Secured Party. The Second Lien Agent, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations not constituting Excess Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Agent or any other Second Lien Secured Obligations occursParty is otherwise permitted by the Priority Lien Documents.

Payment Over. With respect to the Collateral and any proceeds thereof, each (i) The Second Lien Representative Collateral Agent, for itself and on behalf of each other Second Lien Secured Party Party, hereby agrees that if it any Second Lien Secured Party shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, the benefit Second Lien Collateral Agent shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of the First such Collateral by any Second Lien Secured Parties Party, proceeds or payment and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Agent or any other Second Lien Secured Party. The Second Lien Collateral Agent, for itself and on behalf of itself and each other Second Lien Secured Party represented by it agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Agent or any other Second Lien Secured Obligations occursParty is otherwise not prohibited by the Priority Lien Documents.

Payment Over. With respect to (i) Each of the Collateral and any proceeds thereof, each Second Lien Representative Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or Third Lien Security Document, in connection with the taking of any Second Lien Permitted Actionsas applicable, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwise, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseProceeding, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations, to the extent such Priority Liens Obligations and when are secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for the benefit Agent as promptly as practicable. Furthermore, each of the First Second Lien Collateral Trustee and the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any Second Lien Secured Parties Party or Third Lien Secured Party, as applicable, and within three (3) Business Days after receipt of such Collateral, proceeds or payment (or such later date as consented to by the Priority Lien Agent), shall deliver such Collateral, proceeds or payment to the Priority Lien Agent, in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Collateral Trustee, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First Lien such Collateral securing Priority Liens and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, in each case, for application in accordance with Section 6.01 to the extent such application is required by Section 6.01, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Notwithstanding anything contained herein to the contrary, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee, any other Second Lien Secured Obligations occursParty, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents.

Payment Over. With respect to (i) Each of the Collateral and any proceeds thereof, each Second Lien Representative Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such CollateralCollateral (or any Second Lien Secured Party or Third Lien Secured Party shall receive any distribution of cash, whether property, or debt or equity securities in full or partial satisfaction or waiver of any of its claims against any Grantor in any Insolvency or Liquidation Proceeding), pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or Third Lien Security Document, in connection with the taking of any Second Lien Permitted Actionsas applicable, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwise, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseProceeding, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds proceeds, distribution or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds proceeds, distributions or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, the benefit Second Lien Collateral Trustee or the Third Lien Collateral Agent, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of the First such Collateral by any Second Lien Secured Parties Party or Third Lien Secured Party, as applicable, proceeds or payment and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall, to the extent consistent with Section 6.01(a), deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Third Lien Secured Party, as applicable. Each of the Second Lien Collateral Trustee, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will, to the extent consistent with Section 6.01(a), promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall shall, to the extent consistent with Section 6.01(a), promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Notwithstanding anything to the contrary contained herein, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee, any other Second Lien Secured Obligations occursParty, the Third Lien Collateral Agent or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents.

Payment Over. With respect to (i) Each of the Collateral and any proceeds thereof, each Second Lien Representative Collateral Agent, for itself and on behalf of each other Second Lien Secured Party Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or Third Lien Security Document, in connection with the taking of any Second Lien Permitted Actionsas applicable, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, the benefit Second Lien Collateral Agent or the Third Lien Collateral Agent, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of the First such Collateral proceeds or payment by any Second Lien Secured Parties Party or Third Lien Secured Party, as applicable, proceeds or payment and if directed by the Priority Lien Agent within five days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Agent, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Third Lien Secured Party, as applicable. Each of the Second Lien Collateral Agent, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Agent, any other Second Lien Secured Obligations occursParty, the Third Lien Collateral Agent or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents.

Payment Over. With respect to So long as the Collateral and Discharge of First Lien Obligations has not occurred, any Collateral, or any proceeds thereofthereof or payment with respect thereto (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), each received by the Second Lien Representative and each Collateral Agent or any other Second Lien Secured Party hereby agrees that if it shall obtain possession of any Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Second Lien Security Document, in connection with the taking of any Second Lien Permitted ActionsDisposition of, or by collection on, such Collateral upon the enforcement or the exercise of any rights available right or remedy (including any right of setoff) with respect to it under any Requirements of Law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Liquidation Proceeding or otherwise, or shall receive any Collateral or proceeds of the Collateral, or any payment on account thereof, in each case, at any time prior to the occurrence of the Discharge of First Lien Secured Obligations shall be segregated and when such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this Agreement, then it shall hold such Collateral, proceeds or payment held in trust for the benefit of the First Lien Secured Parties and forthwith transfer such Collateral, proceeds transferred or payment, as the case may be, paid over to the Designated First Lien Representative Administrative Agent for the benefit of the First Lien Secured Parties in the same form as received, together with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each Until the Discharge of First Lien Obligations occurs, the Second Lien Representative Collateral Agent, for itself and on behalf of itself each other Second Lien Secured Party, hereby appoints the First Lien Administrative Agent, and any officer or agent of the First Lien Administrative Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party represented for the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Lien Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. Upon the Discharge of Second Lien Obligations, any Collateral, or proceeds thereof or payment with respect thereto, received by it agrees that ifthe Second Lien Collateral Agent or any other Second Lien Secured Party in connection with any Disposition of, at any timeor collection on, all such Collateral upon the enforcement or part the exercise of any payment right or remedy (including any right of setoff) with respect to the Collateral, shall be segregated and held in trust for the benefit of the First Lien Secured Parties and forthwith transferred or paid over to the First Lien Administrative Agent for the benefit of the First Lien Secured Parties in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct to satisfy any remaining Excess First Lien Obligations. Until the repayment in full, in cash, of Excess First Lien Obligations previously made occurs, the First Lien Administrative Agent, for itself and on behalf of each other First Lien Secured Party, hereby appoints the Second Lien Collateral Agent, and any officer or agent of the Second Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each First Lien Secured Party for the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the Second Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. Upon the repayment in full, in cash, of Excess First Lien Obligations, any Collateral, or proceeds thereof or payment with respect thereto, received by the First Lien Administrative Agent or any other First Lien Secured Party in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, shall be rescinded segregated and held in trust for the benefit of the Second Lien Secured Parties and forthwith transferred or paid over to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties in the same form as received, together with any reason whatsoevernecessary endorsements, such or as a court of competent jurisdiction may otherwise direct to satisfy any remaining Excess Second Lien Obligations. Until the repayment in full, in cash, of Excess Second Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Administrative Agent, and any officer or agent of the First Lien Administrative Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party shall promptly pay over to for the Designated First Lien Representative purpose of carrying out the provisions of this Section 4.02 and taking any payment (including action and executing any payment received under any agreement subordinating any Liens on instrument that the First Lien Collateral Administrative Agent may deem necessary or advisable to accomplish the Liens securing the Second Lien Secured Obligations) received by it in respect purposes of any First Lien Collateral this Section 4.02, which appointment is irrevocable and shall promptly turn any First Lien Collateral then held by it over to the Designated First Lien Representative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of First Lien Secured Obligations occurscoupled with an interest.

Payment Over. With respect to the Collateral The Second-Out Agent, for itself and any proceeds thereof, each Second Lien Representative and on behalf of each other Second Lien Second-Out Secured Party Party, hereby agrees that if it any Second-Out Secured Party shall obtain possession of any Collateral, Shared Collateral or shall realize any proceeds Proceeds or payment in respect of any such Shared Collateral, whether pursuant to any Second Lien rights or remedies with respect to the Shared Collateral under any Second-Out Security Document, in connection with the taking of any Second Lien Permitted Actions, Document or by the exercise on account of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Lien Secured First-Out Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementShared Collateral, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the First Lien First-Out Agent and the other First-Out Secured Parties and forthwith transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Designated First Lien Representative for First-Out Agent as promptly as practicable; provided that nothing herein shall limit the benefit rights of the First Lien Second-Out Secured Parties to receive the payments of principal, interest, fees and other amounts under the Second-Out Documents so long as such payment is not the result of any exercise of remedies by any Second-Out Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Second-Out Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Second-Out Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Second-Out Agent shall, at the Grantors’ expense, promptly send written notice to the First-Out Agent upon receipt of such Shared Collateral, Proceeds or payment not permitted hereunder by any Second-Out Secured Party and if directed by the First-Out Agent within five (5) days after receipt by the First-Out Agent of such written notice, shall deliver such Shared Collateral, Proceeds or payment to the First-Out Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each Second Lien Representative The First-Out Agent is hereby authorized to make any such endorsements as agent for the Second-Out Agent or any other Second-Out Secured Party. The Second-Out Agent, for itself and on behalf of itself and each Second Lien other Second-Out Secured Party represented by it agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First Lien Secured any First-Out Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Lien Representative First-Out Agent any such Shared Collateral, Proceeds or payment (including any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) not permitted hereunder received by it and then in its possession or under its direct control in respect of any First Lien such First- Out Collateral and shall promptly turn any First Lien such Shared Collateral then held by it over to the Designated First Lien RepresentativeFirst-Out Agent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Lien First-Out Obligations. All Second-Out Liens will remain attached to and enforceable against all Proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the First-Out Documents and as to which the possession or receipt thereof by the Second-Out Agent or any other Second-Out Secured Obligations occursParty is otherwise permitted by the First-Out Documents.

Payment Over. With respect to the The Subordinated Collateral Trustee, for itself and any proceeds thereof, each Second Lien Representative and on behalf of each other Second Lien Subordinated Secured Party hereby agrees that if it any Subordinated Secured Party shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Second Lien Security Document, in connection with the taking exercise of any Second Lien Permitted Actions, rights or remedies with respect to the Collateral under any Subordinated Security Document or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, the benefit Subordinated Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by it or the First Subordinated Notes Trustee or, to the extent it has knowledge, by any other Subordinated Secured Party and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, the applicable Subordinated Secured Parties Party shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each Second The Priority Lien Representative Agent is hereby authorized to make any such endorsements as agent for the Subordinated Collateral Trustee or any other Subordinated Secured Party. The Subordinated Collateral Trustee, for itself and on behalf of itself and each Second Lien other Subordinated Secured Party represented by it Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Subordinated Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Subordinated Collateral Trustee or any other Subordinated Secured Obligations occursParty is otherwise permitted by the Priority Lien Documents.

Payment Over. With respect to the Collateral and any proceeds thereof, each The Second Lien Representative Collateral Agent, for itself and on behalf of each other Second Lien Secured Party Party, hereby agrees that if it any Second Lien Secured Party shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any rights or remedies with respect to the Collateral under any Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, Document or by the exercise on account of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, the benefit Second Lien Collateral Agent shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of the First such Collateral, proceeds or payment by any Second Lien Secured Parties Party and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Agent or any other Second Lien Secured Party. The Second Lien Collateral Agent, for itself and on behalf of itself and each other Second Lien Secured Party represented by it agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn Active.18117613.5 any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Agent or any other Second Lien Secured Obligations occursParty is otherwise permitted by the Priority Lien Documents.

Payment Over. With respect to the Collateral and any proceeds thereof, each The Second Lien Representative Collateral Agent, for itself and on behalf of each other Second Lien Secured Party Party, hereby agrees that if it any Second Lien Secured Party shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, the benefit Second Lien Collateral Agent shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of the First such Collateral by any Second Lien Secured Parties Party, proceeds or payment and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Agent or any other Second Lien Secured Party. The Second Lien Collateral Agent, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations not constituting Excess Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Agent or any other Second Lien Secured Obligations occursParty is otherwise permitted by the Priority Lien Documents.

Payment Over. With respect Until the Senior Discharge Date, each Noteholder Secured Party (other than the Notes Collateral Agent and Security Trustee) hereby agrees that any Revolving Facility Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the penultimate sentence of Section 2.03) received directly or indirectly by such Noteholder Secured Party in contravention of this Intercreditor Agreement shall be segregated and held in trust and forthwith transferred or paid over to the Collateral Agent and any proceeds thereof, each Second Lien Representative and each other Second Lien Secured Party hereby agrees that if it shall obtain possession of any Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, or by the exercise of any rights available to it under any Requirements of Law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Liquidation Proceeding or otherwise, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each case, at any time prior to the occurrence of the Discharge of First Lien Secured Obligations and when such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this Agreement, then it shall hold such Collateral, proceeds or payment in trust for the First Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Lien Representative Trustee for the benefit of the First Lien Revolving Facility Secured Parties in the same form as received, together with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each Second Lien Representative Until the Senior Discharge Date, the Notes Collateral Agent and Security Trustee hereby agrees that any Revolving Facility Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the penultimate sentence of Section 2.03) received directly or indirectly by the Notes Collateral Agent and Security Trustee (w) in connection with any Disposition of, or collection on, such Collateral upon any Enforcement Action, (x) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) or (y) as contemplated under Sections 2.03, 3.02, 3.05, 3.07, 6.01 or 6.02 (whether as a matter of law or otherwise), shall be segregated and held in trust and forthwith transferred or paid over to the Collateral Agent and Security Trustee for the benefit of the Revolving Facility Secured Parties in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Senior Discharge Date, the Notes Collateral Agent and Security Trustee, for itself and on behalf of itself each other Noteholder Secured Party, hereby appoints the Collateral Agent and Security Trustee, and any officer or agent of the Collateral Agent and Security Trustee as may be designated by the Collateral Agent and Security Trustee from time to time, with full power of substitution, the attorney-in-fact of each Second Lien Noteholder Secured Party represented for the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the Collateral Agent and Security Trustee may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. For purposes of this Section 4.02, payments made by it agrees that if, at Grantors to any time, all or part of any payment with respect to the First Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Noteholder Secured Party with the proceeds of a loan by Revolving Facility Secured Parties shall promptly pay over not be construed to the Designated First Lien Representative any payment (including any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it in respect constitute proceeds of any First Lien Collateral and shall promptly turn any First Lien Collateral then held by it over to the Designated First Lien Representative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of First Lien Secured Obligations occursCollateral.

Payment Over. With respect to (i) Each of the Collateral and any proceeds thereof, each Second Lien Representative Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or Third Lien Security Document, in connection with the taking of any Second Lien Permitted Actionsas applicable, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, prior to the benefit Discharge of Priority Lien Obligations, the First Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any Second Lien Secured Parties Party or Third Lien Secured Party, as applicable, and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Collateral Trustee, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will reasonably promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall reasonably promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens and all Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee, any other Second Lien Secured Obligations occursParty, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents.

Payment Over. With respect to the Collateral and any proceeds thereof, each The Second Lien Representative Agent, for itself and on behalf of each other Second Lien Secured Party Party, hereby agrees that if it any Second Lien Secured Party shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, Document or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, the benefit of the First Second Lien Agent or such Second Lien Secured Parties Party, as the case may be, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of proceeds or payment in respect to such Collateral and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall, to the extent consistent with Section 6.01(a), deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Agent or any other Second Lien Secured Party. The Second Lien Agent, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, agrees that if, at any time, it obtains written notice from the Priority Lien Agent that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will, to the extent consistent with Section 6.01(a), promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall shall, to the extent consistent with Section 6.01(a), promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by this Agreement or the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Agent or any other Second Lien Secured Obligations occursParty, is otherwise permitted by this Agreement and the Priority Lien Documents.

Payment Over. With respect to the Collateral and any proceeds thereof, each The Second Lien Representative Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party Party, hereby agrees that if it shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, Document or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwise, or shall receive through any Collateral or proceeds other exercise of Collateral, or any payment on account thereof, in each caseremedies, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer Parties. Furthermore, the Second Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or paymentpayment and if directed by the Priority Lien Agent within thirty (30) days after receipt by the Priority Lien Agent of such written notice, as the case may beshall promptly deliver such Collateral, proceeds or payment to the Designated First Priority Lien Representative for the benefit of the First Lien Secured Parties Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Trustee or any other Second Lien Secured Party. The Second Lien Collateral Trustee, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee or any other Second Lien Secured Party is otherwise permitted by the Priority Lien Documents. Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by Second Lien Collateral Trustee or any Second Lien Representative or any other Second Lien Secured Party of the required payments of interest and principal in respect of Second Lien Obligations occurs(and fees, expenses and indemnities payable to the Second Lien Collateral Trustee or any Second Lien Representative pursuant to the Second Lien Documents) so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Collateral Trustee or any other Second Lien Secured Party of rights or remedies as a secured creditor (including set off) or enforcement in contravention of this Agreement of any Lien held by any of them.

Payment Over. With respect to the The Junior Lien Collateral Agent, for itself and any proceeds thereof, each Second Lien Representative and on behalf of each other Second Junior Lien Secured Party Party, hereby agrees that if it shall obtain any Junior Lien Secured Party obtains possession of any Collateral, Collateral or shall realize realizes any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of remedies with respect to any Second Lien Security Document, in connection with of the taking of Collateral under any Second Lien Permitted Actions, Collateral Document or by the exercise of any rights right available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Lien Secured Obligations and when (other than Excess First Lien Obligations) that are secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall will hold such Collateral, proceeds or payment in trust for the First Lien Collateral Agent and the other First Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Lien Representative for Collateral Agent as promptly as practicable. Furthermore, the benefit of Junior Lien Collateral Agent shall, at the Grantors’ expense, promptly send written notice to the First Lien Collateral Agent upon receipt of such Collateral, proceeds or payment by any Junior Lien Secured Parties Party and within five days after receipt by the First Lien Collateral Agent of such written notice, shall deliver such Collateral, proceeds or payment to the First Lien Collateral Agent in the same form as received, with any necessary endorsements endorsement, or as a court of competent jurisdiction may otherwise direct. Each Second The First Lien Representative Collateral Agent is hereby authorized to make any such endorsement as agent for the Junior Lien Collateral Agent or any other Junior Lien Secured Party. The Junior Lien Collateral Agent, for itself and on behalf of itself and each Second other Junior Lien Secured Party represented by it Party, agrees that if, at any time, it or any other Junior Lien Secured Party obtains written notice that all or part of any payment with respect to the any First Lien Secured Obligation not constituting Excess First Lien Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Lien Representative any payment (including Collateral Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second by it or such other Junior Lien Secured Obligations) received by it Party and then in or its or such other Junior Lien Secured Party’s possession or under its or such other Junior Lien Secured Party’s direct control in respect of any such First Lien Collateral and shall promptly turn any First Lien such Collateral then held by it or such other Junior Lien Secured Party over to the Designated First Lien RepresentativeCollateral Agent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Lien Obligations (other than Excess First Lien Obligations). All Junior Liens will remain attached to, and enforceable against, all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the First Lien Documents and as to which the possession or receipt thereof by the Junior Lien Collateral Agent or any other Junior Lien Secured Obligations occursParty is otherwise permitted by the First Lien Documents. The Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Junior Lien Secured Party for the limited purpose of carrying out the provisions of this Section 3.05(b) and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 3.05(b), which appointment is irrevocable and coupled with an interest.

Payment Over. With respect to the Collateral The Second-Out Agent, for itself and any proceeds thereof, each Second Lien Representative and on behalf of each other Second Lien Second-Out Secured Party Party, hereby agrees that if it any Second-Out Secured Party shall obtain possession of any Collateral, Shared Collateral or shall realize any proceeds Proceeds or payment in respect of any such Shared Collateral, whether pursuant to any Second Lien rights or remedies with respect to the Shared Collateral under any Second-Out Security Document, in connection with the taking of any Second Lien Permitted Actions, Document or by the exercise on account of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Lien Secured First-Out Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementShared Collateral, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the First Lien First-Out Agent and the other First-Out Secured Parties and forthwith transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Designated First Lien Representative for First-Out Agent as promptly as practicable; provided that nothing herein shall limit the benefit rights of the First Lien Second-Out Secured Parties to receive the payments of principal, interest, fees and other amounts under the Second-Out Documents so long as such payment is not the result of any exercise of remedies by any Second-Out Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Second-Out Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Second-Out Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Second-Out Agent shall, at the Grantors’ expense, promptly send written notice to the First-Out Agent upon receipt of such Shared Collateral, Proceeds or payment not permitted hereunder by any Second-Out Secured Party and if directed by the First-Out Agent within five (5) days after receipt by the First-Out Agent of such written notice, shall deliver such Shared Collateral, Proceeds or payment to the First-Out Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each Second Lien Representative The First- Out Agent is hereby authorized to make any such endorsements as agent for the Second-Out Agent or any other Second-Out Secured Party. The Second-Out Agent, for itself and on behalf of itself and each Second Lien other Second-Out Secured Party represented by it agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First Lien Secured any First-Out Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Lien Representative First-Out Agent any such Shared Collateral, Proceeds or payment (including any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) not permitted hereunder received by it and then in its possession or under its direct control in respect of any First Lien such First-Out Collateral and shall promptly turn any First Lien such Shared Collateral then held by it over to the Designated First Lien RepresentativeFirst-Out Agent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Lien First-Out Obligations. All Second-Out Liens will remain attached to and enforceable against all Proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the First-Out Documents and as to which the possession or receipt thereof by the Second-Out Agent or any other Second-Out Secured Obligations occursParty is otherwise permitted by the First-Out Documents.

Payment Over. With respect to (i) Each of the Collateral and any proceeds thereof, each Second Lien Representative Collateral Agent, for itself and on behalf of each other Second Lien Secured Party Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or Third Lien Security Document, in connection with the taking of any Second Lien Permitted Actionsas applicable, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, the benefit Second Lien Collateral Agent or the Third Lien Collateral Agent, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of the First such Collateral by any Second Lien Secured Parties Party or Third Lien Secured Party, as applicable, proceeds or payment and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Agent, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Third Lien Secured Party, as applicable. Each of the Second Lien Collateral Agent, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Agent, any other Second Lien Secured Obligations occursParty, the Third Lien Collateral Agent or any other Third Lien Secured Party, as applicable, is otherwise not prohibited by the Priority Lien Documents.

Payment Over. With respect to the Collateral and any proceeds thereof, each The Second Lien Representative Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party Party, hereby agrees that if it any Second Lien Secured Party shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwise, or shall receive through any Collateral or proceeds other exercise of Collateral, or any payment on account thereof, in each case, remedies at any time prior to the occurrence of the Discharge of First Priority Lien Obligations then such Second Lien Secured Obligations and when such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this Agreement, then it Party shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, the benefit Second Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by the First Second Lien Secured Parties Collateral Trustee and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Trustee or any other Second Lien Secured Party. The Second Lien Collateral Trustee, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee or any other Second Lien Secured Obligations occursParty is otherwise permitted by the Priority Lien Documents.

Payment Over. With respect to (i) Each of the Collateral and any proceeds thereof, each Second Lien Representative Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral, Collateral or shall realize or obtain any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or Third Lien Security Document, in connection with the taking of any Second Lien Permitted Actionsas applicable, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwise, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseProceeding, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, the benefit Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of the First such Collateral, proceeds or payment by any Second Lien Secured Parties Party or Third Lien Secured Party, as applicable, and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Collateral Trustee, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Secured Obligations occursObligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement.

Payment Over. With respect to (i) Each of the Collateral and any proceeds thereof, each Second Lien Representative Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or Third Lien Security Document, in connection with the taking of any Second Lien Permitted Actionsas applicable, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, the benefit Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment and if directed by the First Priority Lien Secured Parties Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Collateral Trustee, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had bad not been made, until the Discharge of First Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee, any other Second Lien Secured Obligations occursParty, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents.

Payment Over. (a) With respect to the Collateral and any proceeds thereof, each the Second Lien Representative Collateral Agent, each other Second Lien Secured Party, the Third Lien Collateral Agent and each other Second Third Lien Secured Party hereby agrees that if it shall obtain possession of any First Lien Obligations Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Second Lien Security Document or Third Lien Security Document, as applicable, in connection with the taking of any Second Lien Permitted Actions or Third Lien Permitted Actions, as applicable, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Liquidation Proceeding bankruptcy, insolvency or similar proceeding or otherwise, or shall receive any First Lien Obligations Collateral or proceeds of First Lien Obligations Collateral, or any payment on account thereofthereof (including under any agreement subordinating any Liens on the First Lien Obligations Collateral to the Second Liens or Third Liens, as applicable), in each case, at any time prior to the occurrence of the Discharge of First Lien Secured Obligations and when such possession Payment Date, whether or receipt of proceeds not any Insolvency Proceeding has been commenced by or payment on Collateral is not expressly permitted by the terms of this Agreementagainst any Obligor, then it shall hold such Collateral, proceeds or payment in trust for the First Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Lien Representative for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise directCollateral Agent. Each Second Lien Representative on behalf of itself Secured Party and each Second Third Lien Secured Party represented by it agrees that if, at any time, all or part of any payment with respect to the First Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party and/or Third Lien Secured Party shall promptly pay over to the Designated First Lien Representative any payment (including any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) Agent any payment received by it in respect of any First Lien Obligations Collateral and shall promptly turn any First Lien Obligations Collateral then held by it over to the Designated First Lien RepresentativeCollateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in LEGAL_US_E # 147945921.11 full of the First Lien Obligations (other than contingent indemnification obligations related to any which claim that has not been asserted or is the subject of an investigation). Until the First Lien Obligations Payment Date occurs, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, hereby irrevocably constitutes and appoints the First Lien Collateral Agent and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second Lien Collateral Agent, any such Second Lien Secured Party, the Third Lien Collateral Agent or any such Third Lien Secured Party or in the First Lien Collateral Agent’s own name, from time to time in the First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 7.01, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 7.01, including any endorsements or other instruments of transfer or release. This power is coupled with an interest and is irrevocable until the First Lien Obligations Payment Date occurs.

Payment Over. With respect to (i) Each of the Collateral and any proceeds thereof, each Second Lien Representative Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or Third Lien Security Document, in connection with the taking of any Second Lien Permitted Actionsas applicable, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, the benefit Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of the First such Collateral, proceeds or payment by any Second Lien Secured Parties Party or Third Lien Secured Party, as applicable, and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Collateral Trustee, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee, any other Second Lien Secured Obligations occursParty, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents.

Payment Over. With respect to (i) Each of the Collateral and any proceeds thereof, each Second Lien Representative Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or Third Lien Security Document, in connection with the taking of any Second Lien Permitted Actionsas applicable, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, prior to the benefit Discharge of Priority Lien Obligations, the First Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any Second Lien Secured Parties Party or Third Lien Secured Party, as applicable, and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Collateral Trustee, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded rescinded, returned or disgorged for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens and all Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee, any other Second Lien Secured Obligations occursParty, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents.

Payment Over. With respect to (i) Each of the Collateral and any proceeds thereof, each Second Lien Representative Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or Third Lien Security Document, in connection with the taking of any Second Lien Permitted Actionsas applicable, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this Agreement, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for the benefit Agent as promptly as practicable. Furthermore, each of the First Second Lien Collateral Trustee and the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any Second Lien Secured Parties Party or Third Lien Secured Party, as applicable, and if directed by the Priority Lien Agent after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Collateral Trustee, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice or otherwise has actual knowledge that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall may be rescinded rescinded, returned or disgorged for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative Agent any payment (including any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it in respect of any First Lien such Collateral securing Priority Liens and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Notwithstanding anything contained herein to the contrary, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee, any other Second Lien Secured Obligations occursParty, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents.

Payment Over. With respect to (i) Each of the Collateral and any proceeds thereof, each Second Lien Representative Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or Third Lien Security Document, in connection with the taking of any Second Lien Permitted Actionsas applicable, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, the benefit Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of the First such Collateral by any Second Lien Secured Parties Party or Third Lien Secured Party, as applicable, proceeds or payment and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Collateral Trustee, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had bad not been made, until the Discharge of First Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee, any other Second Lien Secured Obligations occursParty, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents.

Payment Over. With respect to (i) Each of the Collateral and any proceeds thereof, each Second Lien Representative Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or Third Lien Security Document, in connection with the taking of any Second Lien Permitted Actionsas applicable, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for the benefit Agent as promptly as practicable. Furthermore, each of the First Second Lien Collateral Trustee and the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any Second Lien Secured Parties Party or Third Lien Secured Party, as applicable, and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Collateral Trustee, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First Lien such Collateral securing Priority Liens and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Notwithstanding anything contained herein to the contrary, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee, any other Second Lien Secured Obligations occursParty, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents.

Payment Over. With respect to the Collateral The Junior Lien Representative, for itself and any proceeds thereof, each Second Lien Representative and on behalf of each other Second Junior Lien Secured Party Party, hereby agrees that if it any Junior Lien Secured Party shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any Second rights or remedies with respect to the Collateral under any Junior Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Agent as promptly as practicable. Furthermore, the Junior Lien Representative for shall, at the benefit Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of the First such Collateral, proceeds or payment by any Junior Lien Secured Parties Party and within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each Second The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Junior Lien Representative or any other Junior Lien Secured Party. The Junior Lien Representative, for itself and on behalf of itself and each Second other Junior Lien Secured Party represented by it Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations not constituting Excess Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Junior Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Junior Lien Representative or any other Junior Lien Secured Obligations occursParty is otherwise permitted by the Priority Lien Documents. The Junior Lien Representative, for itself and on behalf of each other Junior Lien Secured Party, hereby appoints the Priority Lien Agent, and any officer or agent of the Priority Lien Agent, with full power of substitution, the attorney-in-fact of each Junior Lien Secured Party for the limited purpose of carrying out the provisions of this Section 3.05(b) and taking any action and executing any instrument that the Priority Lien Agent may deem necessary or advisable to accomplish the purposes of this Section 3.05(b), which appointment is irrevocable and coupled with an interest.

Payment Over. With respect to the Collateral (a) Unless and any proceeds thereof, each Second Lien Representative and each other Second Lien Secured Party hereby agrees that if it shall obtain possession of any Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, or by the exercise of any rights available to it under any Requirements of Law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Liquidation Proceeding or otherwise, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each case, at any time prior to the occurrence of until the Discharge of First Lien Secured Priority Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Credit Parties, any Collateral and when such possession or receipt of proceeds or payment on Collateral is not expressly permitted any Proceeds thereof received by the terms Second Lien Collateral Agent, the Third Lien Collateral Agent or any Second Lien Secured Party or Third Lien Secured Party in connection with the exercise of any right or remedy (including setoff) against the Collateral, in contravention of this Agreement, then it shall hold such Collateral, proceeds or payment be segregated and held in trust for the benefit of and forthwith paid over to the First Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Lien Representative Collateral Agent for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative on behalf of itself and each Second Collateral Agent, the Third Lien Secured Party represented by it agrees that if, at Collateral Agent or any time, all or part of any payment with respect to the First Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall promptly pay over to the Designated First Lien Representative any payment (including any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second or Third Lien Secured Obligations) received by it in respect of any First Lien Collateral Party. This authorization is coupled with an interest and shall promptly turn any First Lien Collateral then held by it over to the Designated First Lien Representative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until is irrevocable. After the Discharge of First Lien Priority Obligations has occurred, unless and until the Discharge of Second Lien Priority Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Credit Parties, any Collateral and Proceeds thereof received by the First Lien Collateral Agent, the Third Lien Collateral Agent or any First Lien Secured Obligations occursParty or Third Lien Secured Party in connection with the exercise of any right or remedy (including setoff) against the Collateral, in contravention of this Agreement, shall be segregated and held in trust for the benefit of and forthwith paid over to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Second Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the First Lien Collateral Agent, the Third Lien Collateral Agent or any such First Lien Secured Party or Third Lien Secured Party. This authorization is coupled with an interest and is irrevocable.

Payment Over. With respect to (%4) Each of the Collateral and any proceeds thereof, each Second Lien Representative Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or Third Lien Security Document, in connection with the taking of any Second Lien Permitted Actionsas applicable, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for the benefit Agent as promptly as practicable. Furthermore, each of the First Second Lien Collateral Trustee and the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any Second Lien Secured Parties Party or Third Lien Secured Party, as applicable, and within three (3) Business Days of such receipt, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Collateral Trustee, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee, any other Second Lien Secured Obligations occursParty, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents.

Payment Over. With respect to the Collateral The Second-Out Agent, for itself and any proceeds thereof, each Second Lien Representative and on behalf of each other Second Lien Second-Out Secured Party Party, hereby agrees that if it any Second-Out Secured Party shall obtain possession of any Collateral, Shared Collateral or shall realize any proceeds Proceeds or payment in respect of any such Shared Collateral, whether pursuant to any Second Lien rights or remedies with respect to the Shared Collateral under any Second-Out Security Document, in connection with the taking of any Second Lien Permitted Actions, Document or by the exercise on account of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Lien Secured First-Out Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementShared Collateral, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the First Lien First-Out Agent and the other First-Out Secured Parties and forthwith transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Designated First Lien Representative for First-Out Agent as promptly as practicable; provided that nothing herein shall limit the benefit rights of the First Lien Second-Out Secured Parties to receive the payments of principal, interest, fees and other amounts under the Second-Out Documents so long as such payment is not the result of any exercise of remedies by any Second-Out Secured Party with respect to the Shared Collateral or a payment in respect of Shared Collateral or the Second-Out Secured Parties realizing any Proceeds in respect of Shared Collateral. For the avoidance of doubt, any Proceeds received by any of the Second-Out Secured Parties in connection with any Insolvency or Liquidation Proceeding shall be deemed to be the result of an exercise of remedies. Furthermore, the Second-Out Agent shall, at the Grantors’ expense, promptly send written notice to the First-Out Agent upon receipt of such Shared Collateral, Proceeds or payment not permitted hereunder by any Second-Out Secured Party and if directed by the First-Out Agent within five (5) days after receipt by the First-Out Agent of such written notice, shall deliver such Shared Collateral, Proceeds or payment to the First-Out Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each Second Lien Representative The First-Out Agent is hereby authorized to make any such endorsements as agent for the Second-Out Agent or any other Second-Out Secured Party. The Second-Out Agent, for itself and on behalf of itself and each Second Lien other Second-Out Secured Party represented by it agrees that if, at any time, 19560366.30 it obtains written notice that all or part of any payment with respect to the First Lien Secured any First-Out Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Lien Representative First-Out Agent any such Shared Collateral, Proceeds or payment (including any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) not permitted hereunder received by it and then in its possession or under its direct control in respect of any First Lien such First-Out Collateral and shall promptly turn any First Lien such Shared Collateral then held by it over to the Designated First Lien RepresentativeFirst-Out Agent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Lien First-Out Obligations. All Second-Out Liens will remain attached to and enforceable against all Proceeds so held or remitted, subject to the priorities set forth in this Agreement. At any time prior to the commencement of an Insolvency or Liquidation Proceeding, anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any Proceeds of Shared Collateral realized in a transaction not prohibited by the First-Out Documents and as to which the possession or receipt thereof by the Second-Out Agent or any other Second-Out Secured Obligations occursParty is otherwise permitted by the First-Out Documents.

Payment Over. With respect to the Collateral and any proceeds thereof, each Second Lien Representative and each other Second Lien Secured Party EXXI hereby agrees that if it shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, Document or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwisethrough any other exercise of remedies, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, EXXI shall, at the benefit Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment and if directed by the First Priority Lien Secured Parties Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each Second The Priority Lien Representative on behalf of itself and each Second Lien Secured Party represented by it Agent is hereby authorized to make any such endorsements as agent for EXXI. EXXI agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had bad not been made, until the Discharge of First Priority Lien Secured Obligations occursObligations. All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by EXXI is otherwise permitted by the Priority Lien Documents.

Payment Over. With respect to the Collateral and any proceeds thereof, each The Second Lien Representative Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party Party, hereby agrees that if it shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, Document or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwise, or shall receive through any Collateral or proceeds other exercise of Collateral, or any payment on account thereof, in each caseremedies, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementObligations, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent reasonably promptly after obtaining written notice from the benefit of the First Priority Lien Secured Parties that it has possession of such Collateral or proceeds or payments in respect thereof. Furthermore, the Second Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Trustee or any other Second Lien Secured Party. The Second Lien Collateral Trustee, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee or any other Second Lien Secured Obligations occursParty is otherwise permitted by the Priority Lien Documents.

Payment Over. With respect to the Collateral and any proceeds thereof, each The Second Lien Representative Agent, for itself and on behalf of each other Second Lien Secured Party Party, hereby agrees that if it any Second Lien Secured Party shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, Document or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, the benefit Second Lien Agent shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of the First such Collateral, proceeds or payment by any Second Lien Secured Parties Party and within three (3) days of such receipt, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Agent or any other Second Lien Secured Party. The Second Lien Agent, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Agent or any other Second Lien Secured Obligations occursParty is otherwise permitted by the Priority Lien Documents.

Payment Over. With respect Until the Senior Priority Discharge Date, each Noteholder Secured Party (other than the Notes Collateral Agent and Security Trustee) hereby agrees that any Revolving Facility Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the penultimate sentence of Section 2.03) received directly or indirectly by such Noteholder Secured Party in contravention of this Intercreditor Agreement shall be segregated and held in trust and forthwith transferred or paid over to the Collateral Agent and any proceeds thereof, each Second Lien Representative and each other Second Lien Secured Party hereby agrees that if it shall obtain possession of any Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions, or by the exercise of any rights available to it under any Requirements of Law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Liquidation Proceeding or otherwise, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each case, at any time prior to the occurrence of the Discharge of First Lien Secured Obligations and when such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this Agreement, then it shall hold such Collateral, proceeds or payment in trust for the First Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Lien Representative Trustee for the benefit of the First Lien Revolving Facility Secured Parties in the same form as received, together with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each Second Lien Representative Until the Senior Priority Discharge Date, the Notes Collateral Agent and Security Trustee hereby agrees that any Revolving Facility Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the penultimate sentence of Section 2.03) received directly or indirectly by the Notes Collateral Agent and Security Trustee (w) in connection with any Disposition of, or collection on, such Collateral upon any Enforcement Action, (x) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) to the extent constituting Collateral or (y) as contemplated under Sections 2.03, 3.02, 3.05, 3.07, 6.01 or 6.02 (whether as a matter of law or otherwise), shall be segregated and held in trust and forthwith transferred or paid over to the Collateral Agent and Security Trustee for the benefit of the Revolving Facility Secured Parties in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Senior Priority Discharge Date, the Notes Collateral Agent and Security Trustee, for itself and on behalf of itself each other Noteholder Secured Party, hereby appoints the Collateral Agent and Security Trustee, and any officer or agent of the Collateral Agent and Security Trustee as may be designated by the Collateral Agent and Security Trustee from time to time, with full power of substitution, the attorney-in-fact of each Second Lien Noteholder Secured Party represented for the purpose of carrying out the provisions of this Section 4.02, which appointment is irrevocable and coupled with an interest. For purposes of this Section 4.02, payments made by it agrees that if, at Grantors to any time, all or part of any payment with respect to the First Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Noteholder Secured Party with the proceeds of a loan by Revolving Facility Secured Parties shall promptly pay over not be construed to the Designated First Lien Representative any payment (including any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it in respect constitute proceeds of any First Lien Collateral and shall promptly turn any First Lien Collateral then held by it over to the Designated First Lien Representative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of First Lien Secured Obligations occursCollateral.

Payment Over. With respect to (i) Each of the Collateral and any proceeds thereof, each Second Lien Representative Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or Third Lien Security Document, in connection with the taking of any Second Lien Permitted Actionsas applicable, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, the benefit Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of the First such Collateral, proceeds or payment by any Second Lien Secured Parties Party or Third Lien Secured Party, as applicable, and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Collateral Trustee, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Notwithstanding anything contained herein to the contrary, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee, any other Second Lien Secured Obligations occursParty, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents.

Payment Over. With respect to (i) Each of the Collateral and any proceeds thereof, each Second Lien Representative Agent, for itself and on behalf of each other Second Lien Secured Party Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or Third Lien Security Document, in connection with the taking of any Second Lien Permitted Actionsas applicable, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwise, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseProceeding, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations, to the extent such Priority Liens Obligations and when are secured, or intended to be secured, by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for the benefit Agent as promptly as practicable. Furthermore, each of the First Second Lien Agent and the Third Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any Second Lien Secured Parties Party or Third Lien Secured Party, as applicable, and within five (5) Business Days after receipt of written instructions from the Priority Lien Agent of where and in what manner to remit such Collateral, proceeds or payment (or such later date as consented to in writing by the Priority Lien Agent), shall deliver such Collateral, proceeds or payment to the Priority Lien Agent, in the same form as received, with any necessary endorsements reasonably requested by the Priority Lien Agent, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Agent, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Agent, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First Lien such Collateral securing Priority Liens and shall promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, in each case, for application in accordance with Section 6.01 to the extent such application is required by Section 6.01, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Notwithstanding anything contained herein to the contrary, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Agent, any other Second Lien Secured Obligations occursParty, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents.

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

Payment Over. With respect to (i) Each of the Collateral and any proceeds thereof, each Second Lien Representative Collateral Agent, for itself and on behalf of each other Second Lien Secured Party Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if it any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or Third Lien Security Document, in connection with the taking of any Second Lien Permitted Actionsas applicable, or by the exercise of any rights available to it under any Requirements of Law applicable law or (except as otherwise provided in Section 2.07) in any Bankruptcy/Insolvency or Liquidation Proceeding or otherwiseProceeding, or shall receive any Collateral or proceeds of Collateral, or any payment on account thereof, in each caseto the extent permitted hereunder, at any time prior to the occurrence of the Discharge of First Priority Lien Secured Obligations and when secured by such possession or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this AgreementCollateral, then it shall hold such Collateral, proceeds or payment in trust for the First Priority Lien Agent and the other Priority Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case may be, to the Designated First Priority Lien Representative for Agent as promptly as practicable. Furthermore, the benefit Second Lien Collateral Agent or the Third Lien Collateral Agent, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of the First such Collateral by any Second Lien Secured Parties Party or Third Lien Secured Party, as applicable, proceeds or payment and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall, to the extent consistent with Section 6.01(a), deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. Each The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative Collateral Agent, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Third Lien Secured Party, as applicable. Each of the Second Lien Collateral Agent, for itself and on behalf of itself and each other Second Lien Secured Party represented by it Party, and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to the First any Priority Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall it will, to the extent consistent with Section 6.01(a), promptly pay over to the Designated First Priority Lien Representative any payment (including Agent any payment received under any agreement subordinating any Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it and then in its possession or under its direct control in respect of any First such Priority Lien Collateral and shall shall, to the extent consistent with Section 6.01(a), promptly turn any First Lien such Collateral then held by it over to the Designated First Priority Lien RepresentativeAgent, and the provisions set forth in this Agreement shall will be reinstated as if such payment had not been made, until the Discharge of First Priority Lien Obligations. All Second Liens and Third Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Anything contained herein to the contrary notwithstanding, this Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Agent, any other Second Lien Secured Obligations occursParty, the Third Lien Collateral Agent or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents.