Common use of Payments Over Clause in Contracts

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

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

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

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Parent, the Company or any other Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof (including assets or payment with respect thereto proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the Second Lien Collateral Agent or any other Second Lien Secured Party (including Claimholders in connection with the exercise of any right of or remedy (including, without limitation, set-off, recoupment or counterclaim) with respect relating to the Collateral, and including in connection with any insurance policy claim Notes Payments or distributions received by the Second Lien Collateral Agent or any condemnation award Second Lien Claimholder from any source (whether from the Notes Issuer, any Grantor or deed any other Person) that were not then permitted to be made to the Second Lien Collateral Agent or any Second Lien Claimholder pursuant to Section 8 of this Agreement, shall, in lieu of condemnation)each case, shall be segregated and held in trust and promptly transferred or immediately paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentCollateral Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable. The Second irrevocable until the Discharge of First Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment ConditionsObligations.”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge.

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

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

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

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

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

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

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

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

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

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

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

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

Payments Over. (a) So long as the Discharge of First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof (together with assets or payment with respect thereto proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the Second Lien Agent or any other Second Lien Secured Party Claimholders in connection with the exercise of any right or remedy (including any right of set-off) with respect relating to the Collateral, and including Collateral in connection with any insurance policy claim or any condemnation award (or deed in lieu contravention of condemnation), this Agreement shall be segregated and held in trust and promptly transferred or forthwith paid over to the First Lien Agent for the benefit of the First Lien Secured Parties in the same form as receivedreceived for application in accordance with Section 4.1(a) hereof, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. The First Lien Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentAgent or any such Second Lien Claimholders in connection with any payment over described in the prior sentence. This authorization is coupled with an interest and is irrevocableirrevocable until the Discharge of First Lien Obligations. The For the avoidance of doubt, the deposit of proceeds of Collateral into the Collection Account and the application of such proceeds, in each case, in accordance with Section 4.1 hereof, shall not constitute an enforcement action and the Second Lien Agent and the Second Lien Claimholders shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second the First Lien Agent Payments, or First Lien Claimholders any payment received by the Second Lien Agent shall have received or the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to clause (b) Claimholders on account of the definition of “Permitted Second Lien Payments” or pursuant Obligations that is paid out of any amount that, in accordance with Section 4.1 hereof, is paid to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior Claimholders or is otherwise permitted hereunder to acquiring be paid by or on behalf of the Seller to the Second Lien Agent or the Second Lien Claimholders notwithstanding that such knowledgeamount constitutes proceeds of any Collateral.

Payments Over. (a) So long as Until the Discharge of the First Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral and proceeds thereof and any other distribution of money or other property, in each case, in respect of Collateral (for the avoidance of doubt, including assets or proceeds thereof or payment with respect thereto subject to Liens referred to in the final sentence of Section 2.3), received by the Second Lien Agent or any other Second Lien Secured Party Claimholders (including whether prior to or during the pendency of any right of set-offInsolvency or Liquidation Proceeding) with respect to the Collateral, and including in connection with the exercise of any insurance policy claim right or any condemnation award remedy (including set off) relating to the Collateral or deed in lieu of condemnation)otherwise shall be, shall be subject to Section 4.3 below, segregated and held in trust and promptly transferred or immediately paid over to be applied to the First Lien Obligations (including for purposes of cash collateralization of, if any, letters of credit) without recourse, representation or warranty (other than a representation of the Second Lien Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Collateral, assets or proceeds) to the First Lien Agent for the benefit of the First Lien Secured Parties Claimholders in the same form as received, with any necessary endorsements or assignments endorsements, or as a court of competent jurisdiction may otherwise direct; and after the Discharge of the First Lien Obligations has occurred, the obligations of the Second Lien Agent and the Second Lien Claimholders set forth in this Section 4.2 to segregate, hold in trust and pay over shall terminate (subject to the provisions of Section 6.5). The First Lien Agent is hereby authorized to make any such endorsements or assignments as agent for the Second Lien AgentAgent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, (i) other than with respect to Second Lien Agent PaymentsNotwithstanding the foregoing, the Second Lien Agent shall have received and the compliance certificate(s) required to be delivered to Second Lien Agent pursuant Claimholders shall be entitled to clause retain and apply to the Second Lien Obligations (a) cash payments received as adequate protection permitted under this Agreement, and (b) of the definition of “Permitted Second Lien Payments” payments or pursuant other distributions made or provided to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and (ii) the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior Claimholders under a confirmed plan of reorganization to acquiring such knowledgewhich the First Lien Claimholders have consented.

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

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

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

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

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

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

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