Common use of Insurance and Condemnation Awards Clause in Contracts

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the First Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Note Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Note Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (c) fourth, if no Third Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as Until the Discharge of First Lien Obligations has not occurred, the Directing First Lien Collateral Agent and (acting at the other direction of, or pursuant to authority granted by, the Required First Lien Secured Parties Claimholders shall have the sole and exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors First Lien Obligors under the First Lien Note Financing Documents, to settle and or adjust claims over any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation, in respect of ) affecting the Collateral. After Until the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors First Lien Obligors under the Second First Lien Note Financing Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights in respect of the Grantors under the First Lien Note Documents, Collateral shall be paid to the Directing First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders pursuant to the terms of the First Lien Note Documents, including any other intercreditor agreement among the First Lien Collateral Agents (bincluding, without limitation, for purposes of cash collateralization of commitments, First Lien Letters of Credit and obligations under First Lien Hedge Agreements governing any First Lien Secured Hedging Obligations) secondand thereafter, after if the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors Second Lien Obligors under the Second Lien Note Financing Documents, be paid to the Directing Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant Claimholders to the terms extent required under the Second Lien Collateral Documents, and thereafter, if the Discharge of the Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documentsoccurred, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (c) fourth, if no Third Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto directed by the Top Borrower or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the any Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in contravention of this Agreement, it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the Directing First Lien Collateral Agent in accordance with the terms of Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.024.2.

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Administrative Agent and the other First Lien Secured Parties shall have the exclusive right after (to the occurrence extent that any such rights have been granted to the First Lien Administrative Agent and during the continuance of an Event of Defaultother First Lien Secured Parties under the First Lien Loan Documents), subject to the rights of the Grantors under the First Lien Note Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnationcondemnation to the extent that any proceeds of any such policy or reward are not permitted to be retained by the Grantors under the First Lien Loan Documents, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Note Loan Documents, be paid to the First Lien Collateral Administrative Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Note Loan Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Loan Documents, be paid to the Second Lien Collateral Administrative Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Loan Documents, and (c) fourththird, if no Third Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Administrative Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall hold such proceeds in trust for the benefit of the First Lien Secured Parties and forthwith transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Administrative Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as Until the Discharge of First Lien Senior Obligations has not occurred, the First Lien Directing Senior Collateral Agent and (acting at the other First Lien Secured Parties direction of, or pursuant to authority granted by, the Required Senior Claimholders) shall have the sole and exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors Obligors under the First Lien Note Senior Financing Documents, to settle and or adjust claims over any insurance policy covering the Collateral in which a Senior Claimholder has a Senior Lien (including in respect of Collateral under policies business interruption insurance) in the event of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation, in respect of the ) affecting such Collateral. After Until the Discharge of First Lien Senior Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors Obligors under the Second Lien Note Senior Financing Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation) in respect of the Collateral in which a Senior Claimholder has a Senior Lien shall be paid to the Directing Senior Collateral Agent for the benefit of the Senior Claimholders pursuant to the terms of the Senior Documents, shall including any other intercreditor agreement among the Senior Collateral Agents (aincluding, without limitation, for purposes of cash collateralization of commitments, letters of credit constituting Senior Obligations and obligations under Swap Contracts governing any First Lien Secured Swap Obligations or Second Lien Secured Swap Obligations constituting Senior Obligations) firstand thereafter, prior to if the Discharge of First Lien Senior Obligations has occurred, and subject to the rights of the Grantors Obligors under the First Lien Note Junior Financing Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Note Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Documents, be paid to the Second Lien Directing Junior Collateral Agent for the benefit of the Second Lien Secured Parties pursuant Junior Claimholders to the terms of extent required under the Second Lien Note Junior Collateral Documents, (c) thirdand thereafter, after if the Discharge of Second Lien the Junior Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documentsoccurred, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (c) fourth, if no Third Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto directed by the Parent Borrower or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Senior Obligations has occurred, if the Second Lien any Junior Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party Junior Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in respect of Collateral in which a Senior Claimholder has a Senior Lien in contravention of this Agreement, it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the First Lien Directing Senior Collateral Agent in accordance with the terms of Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.024.2.

Insurance and Condemnation Awards. So long as Unless and until the Discharge of First Lien Obligations has not occurred, the First Lien Representatives, the First Lien Collateral Agent Agents and the other First Lien Secured Parties shall have the sole and exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Documents, to settle and adjust claims settlement for any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation, in respect of ) affecting the Collateral. After Unless and until the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second First Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights if in respect of the Grantors under the First Lien Note Documents, Collateral shall be paid to the Designated First Lien Collateral Agent for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Note DocumentsDocuments (including for purposes of cash collateralization of letters of credit) and, (b) secondthereafter, after the if a Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Documents, be paid to the Designated Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of extent required under the Second Lien Note DocumentsDocuments and then, (c) third, after the and if a Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documentsoccurred, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (c) fourth, if no Third Lien Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the any Second Lien Representative, any Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in contravention of this Agreement, then it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the Designated First Lien Collateral Agent in accordance with the terms of Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.024.2.

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Administrative Agent and the other First Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Note Loan Documents, be paid to the First Lien Collateral Administrative Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Note Loan Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Loan Documents, be paid to the Second Lien Collateral Administrative Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Note Loan Documents, and (c) third, after the Discharge of Second First Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (c) fourthObligations, if no Third Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Administrative Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall hold such proceeds in trust for the benefit of the First Lien Secured Parties and forthwith transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Administrative Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as Until the Discharge of First Lien Obligations has not occurred, the Directing First Lien Collateral Agent and the other First Lien Secured Parties shall have the sole and exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors First Lien Obligors under the First Lien Note Financing Documents, to settle and or adjust claims over any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation, in respect of ) affecting the Collateral. After Until the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors First Lien Obligors under the Second First Lien Note Financing Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights in respect of the Grantors under the First Lien Note Documents, Collateral shall be paid to the Directing First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders pursuant to the terms of the First Lien Note Documents, including any First Lien Intercreditor Agreement and any other intercreditor agreement among the First Lien Collateral Agents (bincluding, without limitation, for purposes of cash collateralization of commitments, First Lien Letters of Credit and obligations under First Lien Hedge Agreements governing any First Lien Secured Hedging Obligations) secondand thereafter, after if the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors Second Lien Obligors under the Second Lien Note Financing Documents, be paid to the Directing Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant Claimholders to the terms extent required under the Second Lien Collateral Documents, and thereafter, if the Discharge of the Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documentsoccurred, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (c) fourth, if no Third Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto directed by the Borrower or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the any Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in contravention of this Agreement, it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the Directing First Lien Collateral Agent in accordance with the terms of Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.024.2.

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Note Loan Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Note Loan Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Note Loan Documents, (c) third, after the Discharge of First Lien Obligations and if no Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documentsare outstanding, be paid to the Third First Lien Collateral Agent for the benefit in respect of the Third any Excess First Lien Secured Parties pursuant to the terms of the Third Lien Note DocumentsObligations, and (cd) fourth, if no Third Second Lien Obligations are outstanding, be paid to the owner of the subject propertyProperty, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as Unless and until the Discharge of First Lien Senior Obligations has not occurred, the First Lien Collateral Agent Designated Senior Representative and the other First Lien Senior Secured Parties shall have the sole and exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Senior Debt Documents, (a) to settle adjust settlement for any insurance policy covering the Shared Collateral in the event of any loss thereunder and adjust claims in respect of Collateral under policies of insurance covering Collateral and (b) to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of proceeding affecting the Shared Collateral. After Unless and until the Discharge of First Lien Senior Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds of any such policy and any such award, or any payments with if in respect to a deed in lieu of condemnationthe Shared Collateral, shall be paid (ai) first, prior to the occurrence of the Discharge of First Lien Obligations and subject Senior Obligations, to the rights of the Grantors under the First Lien Note Documents, be paid to the First Lien Collateral Agent Designated Senior Representative for the benefit of First Lien Senior Secured Parties pursuant to the terms of the First Lien Note Senior Debt Documents, (bii) second, after the Discharge occurrence of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject Senior Obligations, to the rights of the Grantors under the Designated Second Lien Note Documents, be paid to the Second Lien Collateral Agent Priority Representative for the benefit of the Second Lien Priority Debt Parties pursuant to the terms of the applicable Second Priority Debt Documents, (iii) third, after the occurrence of the Discharge of Second Priority Debt Obligations, to the Designated Senior Representative for the benefit of the Senior Secured Parties pursuant to the terms of the Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject applicable Senior Debt Documents with respect to any obligations owed to the rights Senior Secured Parties in excess of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note DocumentsMaximum Senior Principal Amount, and (civ) fourth, if no Third Lien Second Priority Debt Obligations or any obligations to the Senior Secured Parties in excess of the Maximum Senior Principal Amount are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the If any Second Lien Collateral Agent Priority Representative or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Priority Debt Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentin contravention of this Agreement, it shall transfer and pay over such proceeds over to the First Lien Collateral Agent Designated Senior Representative in accordance with Section 4.02. After the Discharge terms of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent The Controlling Representative and the each other First Lien Controlling Secured Parties Party shall have the exclusive right right, as among the Representatives and the Secured Parties, after the occurrence and during the continuance of an Event of Default, Default that has not been cured or waived and subject to the rights of the Grantors under the First Lien Note Priority Debt Documents, to reasonably settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After All the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Priority Debt Obligations and subject to the provisions of, and the rights of the Grantors under under, the First Lien Note Priority Debt Documents, be paid to the Designated First Lien Collateral Agent Priority Representative for the ratable benefit of the First Lien Priority Secured Parties pursuant to the terms of the First Lien Note DocumentsPriority Debt Documents and, if then in effect, the First Priority Parity Intercreditor Agreement, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Priority Debt Obligations and subject to the provisions of, and the rights of the Grantors under under, the Second Lien Note Priority Debt Documents, be paid to the Designated Second Lien Collateral Agent Priority Representative for the ratable benefit of the Second Lien Priority Secured Parties pursuant to the terms of the Second Lien Note DocumentsPriority Debt Documents and, if then in effect, the Second Priority Parity Intercreditor Agreement and (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (c) fourth, if no Third Lien First Priority Obligations or Second Priority Debt Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent If any other Representative or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent Controlling Representative in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the First Lien Note Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of the First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Note Loan Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Note Loan Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of the Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Loan Documents, and (c) fourththird, if no Third Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as Unless and until the Discharge of First Lien Senior Priority Obligations has not occurred, the First Lien Collateral Agent Designated Senior Priority Representative and the other First Lien Senior Priority Secured Parties shall have the sole and exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject in each case to the rights of the Grantors Debtors under the First Lien Note Senior Priority Debt Documents, (a) to settle adjust settlement for any insurance policy covering the Collateral in the event of any loss thereunder and adjust claims in respect of Collateral under policies of insurance covering Collateral and (b) to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnationproceeding affecting the Collateral, in respect of each case in accordance with the CollateralSenior Priority Debt Documents. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject Subject to the rights of the Grantors Debtors under the Second Lien Note Senior Priority Debt Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds of any such policy and any such award, or any payments with if in respect to a deed in lieu of condemnationthe Collateral, shall be paid (ai) first, prior to the occurrence of the Discharge of First Lien Obligations and subject Senior Priority Obligations, to the rights of the Grantors under the First Lien Note Documents, be paid to the First Lien Collateral Agent Designated Senior Priority Representative for the benefit of First Lien Senior Priority Secured Parties pursuant to the terms of the First Lien Note Senior Priority Debt Documents, (bii) second, after the Discharge occurrence of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject Senior Priority Obligations, to the rights of the Grantors under the Designated Second Lien Note Documents, be paid to the Second Lien Collateral Agent Priority Representative for the benefit of the Second Lien Priority Secured Parties pursuant to the terms of the applicable Second Lien Note Priority Debt Documents, (ciii) third, after if no Second Priority Debt Obligations or Senior Priority Obligations are outstanding and the Discharge of Second Lien Obligations has occurred and subject relevant Collateral constitutes Common Collateral, to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent Designated Senior Subordinated Priority Representative for the benefit of the Third Lien Secured Senior Subordinated Priority Parties pursuant to the terms of the Third Lien Note Documents, Senior Subordinated Priority Debt Documents and (civ) fourth, if no Third Lien Senior Priority Obligations or Second Priority Debt Obligations or Senior Subordinated Priority Debt Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurredIf any Second Priority Representative, if the Senior Subordinated Priority Representative, Second Lien Collateral Agent Priority Secured Party or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Senior Subordinated Priority Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentin contravention of this Agreement, it shall transfer and pay over such proceeds over to the First Lien Collateral Agent Designated Senior Priority Representative in accordance with the terms of Section 4.02. After the Discharge of First Lien Senior Priority Obligations has occurred and until the Discharge Designated Second Priority Representative shall have all of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds rights provided to the Designated Senior Priority Representative under the preceding sentence mutatis mutandis (without any consent, sanction, authority or further confirmation from any Second Lien Collateral Agent in accordance with Section 4.02Priority Secured Party, Senior Subordinated Priority Party, Intra-Group Lender, Debtor or the Honeywell Indemnitee).

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations Priority Claims has not occurred, the First Lien Collateral Priority Agent and the other First Lien Priority Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Priority Debt Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations Priority Claims and subject to the rights of the Grantors under the First Lien Note Priority Debt Documents, be paid to the First Lien Collateral Priority Agent for the benefit of First Lien Priority Secured Parties pursuant to the terms of the First Lien Note Priority Debt Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations Priority Claims and subject to the rights of the Grantors under the Second Lien Note Priority Debt Documents, be paid to the Second Lien Collateral Priority Agent for the benefit of the Second Lien Priority Secured Parties pursuant to the terms of the Second Lien Note Priority Debt Documents, (c) third, after the Discharge of Second Lien Obligations has occurred Priority Claims and subject to the rights of the Grantors under the Third Lien Note Documentsagreements, instruments and other documents evidencing or governing the Excess Claims, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties Persons that hold Excess Claims pursuant to the terms of the Third Lien Note Documentssuch agreements, instruments and other documents, and (cd) fourth, if no Third Lien Obligations Excess Claims are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto property or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations Priority Claims has occurred, if the Second Lien Collateral Priority Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Priority Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Priority Agent in accordance with Section 4.024.02(a). After Following the occurrence of the Discharge of First Lien Obligations has occurred Priority Claims and until prior to the Discharge of Second Lien Obligations has occurredPriority Claims, if the Third Lien Collateral Agent or any other Third Lien Secured Party shallPerson that holds Excess Claims, at any time, receive receives any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Priority Agent in accordance with Section 4.024.02(b).

Insurance and Condemnation Awards. So long Proceeds of Shared Collateral include insurance proceeds and, therefore, the Lien priorities set forth herein shall govern the ultimate disposition of casualty insurance proceeds. The ABL Representative and the Designated Term Priority Representative shall each be named as additional insured or loss payee, as applicable, with respect to all insurance policies relating to the Shared Collateral. Unless and until the Discharge of First Lien ABL Obligations has not occurred, the First Lien Collateral Agent ABL Representative and the other First Lien ABL Secured Parties shall have the sole and exclusive right after right, as against the occurrence Term Priority Representatives and during the continuance of an Event of DefaultTerm Priority Debt Parties, subject to the terms set forth in this Section 5.02 and the rights of the Grantors under the First Lien Note ABL Debt Documents, (a) to settle adjust settlement for any insurance policy covering the ABL Priority Collateral in the event of any loss, theft or destruction thereunder and adjust claims in respect of Collateral under policies of insurance covering Collateral and (b) to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of proceeding affecting the ABL Priority Collateral. After Unless and until the Discharge of First Lien Term Priority Debt Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent Designated Term Priority Representative and the other Second Lien Secured Term Priority Debt Parties shall have the sole and exclusive right after right, as against the occurrence ABL Representative and during the continuance of an Event of DefaultABL Secured Parties, subject to the terms set forth in this Section 5.02 and the rights of the Grantors under the Second Lien Note Term Priority Debt Documents, (a) to settle adjust settlement for any insurance policy covering the Term Priority Collateral in the event of any loss, theft or destruction thereunder and adjust claims in respect of Collateral under policies of insurance covering Collateral and (b) to approve any award granted in any condemnation or similar proceedingproceeding affecting the Term Priority Collateral. If any insurance claim includes both ABL Priority Collateral and Term Priority Collateral, the insurer will not settle such claim separately with respect to ABL Priority Collateral and Term Priority Collateral, and if the ABL Representative and the Designated Term Priority Representative are unable after negotiating in good faith to agree on the settlement for such claim, either ABL Representative or any deed in lieu the Designated Term Priority Representative may apply to a court of condemnationcompetent jurisdiction to make a determination as to the settlement of such claim, in respect and the court’s determination shall be binding upon the Secured Parties. All proceeds of such insurance shall be remitted to the ABL Representative or the Designated Term Priority Representative, as the case may be, and each of the CollateralTerm Priority Representatives and ABL Representative shall cooperate (if necessary) in a reasonable manner in effecting the payment of insurance proceeds in accordance with Section 4.01 hereof. After Subject to the occurrence rights of the Grantors under the applicable Senior Debt Documents, unless and during until the continuance Discharge of an Event of DefaultSenior Obligations has occurred, all proceeds of any such policy and any such award, or if in respect of any payments with respect to a deed in lieu of condemnationSenior Collateral, shall be paid (ai) first, prior to the occurrence of the Discharge of First Lien Obligations and subject Senior Obligations, to the rights of the Grantors under the First Lien Note Documents, be paid to the First Lien Collateral Agent Designated Senior Representative for the benefit of First Lien Senior Secured Parties pursuant to the terms of the First Lien Note such Senior Debt Documents, (bii) second, after the Discharge occurrence of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject Senior Obligations, to the rights of the Grantors under the Second Lien Note Documents, be paid to the Second Lien Collateral Agent Designated Junior Priority Representative for the benefit of the Second Lien Secured Junior Priority Debt Parties pursuant to the terms of the Second Lien Note Documents, applicable Junior Priority Debt Documents and (ciii) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (c) fourth, if no Third Lien Junior Priority Debt Obligations are outstandingoutstanding (other than unasserted contingent indemnification obligations and expense reimbursement obligations), be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent If any Junior Priority Representative or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Junior Priority Debt Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentprior to the Discharge of Senior Obligations, it shall transfer and pay over such proceeds over to the First Lien Collateral Agent Designated Senior Representative in accordance with the terms of Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds 4.02 to the Second Lien Collateral Agent be applied in accordance with Section 4.02the immediately preceding sentence.

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Note Loan Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the extent required by the terms of the First Lien Note Loan Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the extent required by the terms of the Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Loan Documents, and (c) fourththird, if no Third Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations Priority Claims has not occurred, the First Lien Collateral Priority Agent and the other First Lien Priority Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Priority Debt Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations Priority Claims and subject to the rights of the Grantors under the First Lien Note Priority Debt Documents, be paid to the First Lien Collateral Priority Agent for the benefit of First Lien Priority Secured Parties pursuant to the terms of the First Lien Note Priority Debt Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations Priority Claims and subject to the rights of the Grantors under the Second Lien Note Priority Debt Documents, be paid to the Second Lien Collateral Priority Agent for the benefit of the Second Lien Priority Secured Parties pursuant to the terms of the Second Lien Note Priority Debt Documents, (c) third, after the Discharge of Second Lien Obligations has occurred Priority Claims and subject to the rights of the Grantors under the Third Lien Note Priority Debt Documents, be paid to the Third Lien Collateral Priority Agent for the benefit of the Third Lien Priority Secured Parties pursuant to the terms of the Third Lien Note Priority Debt Documents, (d) forth, after the Discharge of Third Priority Claims and subject to the rights of the Grantors under the agreements, instruments and other documents evidencing or governing the Excess Claims, be paid to the Persons that hold Excess Claims pursuant to the terms of such agreements, instruments and other documents, and (ce) fourthfifth, if no Third Lien Obligations Excess Claims are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto property or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations Priority Claims has occurred, if the Second Lien Collateral Priority Agent or any other Second Lien Priority Secured Party, Party or the Third Lien Collateral Priority Agent or any other Third Lien Priority Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Priority Agent in accordance with Section 4.02. After Following the occurrence of the Discharge of First Lien Obligations has occurred and Priority Claims, but until the Discharge of Second Lien Obligations Priority Claims has occurred, if the Third Lien Collateral Priority Agent or any other Third Lien Priority Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Priority Agent in accordance with Section 4.02. Following the occurrence of the Discharge of First Priority Claims, the Discharge of Second Priority Claims, but until the Discharge of Third Priority Claims, if any Person that holds Excess Claims, at any time, receives any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Priority Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as the Discharge of First Priority Lien Obligations has not occurred, the First Priority Lien Collateral Agent and the other First Priority Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Priority Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall be paid (a) first, prior to the Discharge of First Priority Lien Obligations and subject to the rights of the Grantors under the First Priority Lien Note Documents, be paid to the First Priority Lien Collateral Agent for the benefit of First Priority Lien Secured Parties pursuant to the terms of the First Priority Lien Note Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Priority Lien Obligations and subject to the rights of the Grantors under the Second Parity Junior Lien Note Documents, be paid to the Second Parity Junior Lien Collateral Agent for the benefit of the Second Parity Junior Lien Secured Parties pursuant to the terms of the Second Parity Junior Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (c) fourththird, if no Third Parity Junior Lien Obligations are outstanding, be paid to the owner of the subject propertyapplicable Grantor, or such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Priority Lien Obligations has occurred, if the Second Parity Junior Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Parity Junior Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Priority Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.022.11.

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the US Grantors under the First Lien Note Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the US Grantors under the First Lien Note Loan Documents, be paid to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Note Loan Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the US Grantors under the Second Lien Note Term Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Note Documents, Security Documents and (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (c) fourth, if no Third Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02ARTICLE IV Payments SECTION 4.01.

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Administrative Agent and the other First Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Note Loan Documents, be paid to the First Lien Collateral Administrative Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Note Loan Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Loan Documents, be paid to the Second Lien Collateral Administrative Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Loan Documents, and (c) fourththird, if no Third Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Administrative Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Administrative Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long (x) Except as otherwise agreed in the First Lien Debt Documents, unless and until the Discharge of First Lien Obligations has not occurred, the First Lien Administrative Agent and the First Lien Secured Parties and (y) from and after the Discharge of First Lien Obligations unless and until the Discharge of Second Lien Obligations has occurred, the Second Lien Collateral Agent and the other First Second Lien Secured Parties Parties, shall have the sole and exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under Credit Parties under, and to the extent required by, and subject to any limitations in, the applicable First Lien Note Debt Documents and Second Lien Debt Documents, (a) to settle be named as additional insured and loss payee under any insurance policies maintained from time to time by any Credit Parties, (b) adjust claims settlement for any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and (c) to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of proceeding affecting the Collateral. After Unless and until the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds of any such policy and any such award, or any payments with if in respect to a deed in lieu of condemnationthe Collateral, shall, if no Event of Default shall have occurred and be continuing, be applied (ai) first, prior to the occurrence of the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Note DocumentsPriority Obligations, be paid to the First Lien Collateral Administrative Agent for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Note Debt Documents, (bii) second, after the occurrence of the Discharge of First Lien Obligations has occurredPriority Obligations, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the applicable Second Lien Note Documents, Debt Documents and (ciii) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (c) fourth, if no Third Second Lien Obligations are outstanding, be paid to the owner owners of the subject property, or such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if If the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentin contravention of this Agreement, it shall transfer and pay over such proceeds over to the First Lien Collateral Administrative Agent for further application in accordance with the terms of Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred4.01 or this Section 5.02, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02as applicable.

Insurance and Condemnation Awards. (a) So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of DefaultDefault (as defined in the First Lien Purchase Agreement), subject to the rights of the Grantors under the First Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of DefaultDefault (as defined in the Second Lien Purchase Agreement), subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations has occurred and so long as the Cross-Collateral Release Date has not occurred, the Third Lien Required Holders shall have the exclusive right after the occurrence and during the continuance of an Event of DefaultDefault (as defined in either Third Lien Purchase Agreement), all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Note Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Note Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. Notwithstanding anything in this Section 3.05(a) to the contrary, the Spinco Third Lien Collateral Agent for Supermajority Holders shall have the benefit exclusive right after the occurrence and during the continuance of an Event of Default (as defined in any Purchase Agreement), subject to the rights of the Third Lien Secured Parties pursuant to Grantors under the terms of the Spinco Third Lien Note Documents, to settle and (c) fourth, if no Third Lien Obligations are outstanding, be paid to the owner adjust claims in respect of the subject propertySpinco Assets under policies of insurance covering the Spinco Assets and to approve any award granted in any condemnation or similar proceeding, such other person as may be entitled thereto or as a court any deed in lieu of competent jurisdiction may otherwise direct. Until condemnation, in respect of the Spinco Assets whether or not the Discharge of First Lien Obligations has occurredObligations, if the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations or Cross-Collateral Release Date has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Administrative Agent and the other First Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Credit Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Note Credit Documents, be paid to the First Lien Collateral Administrative Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Note Credit Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Credit Documents, be paid to the Second Lien Collateral Administrative Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Credit Documents, and (c) fourththird, if no Third Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Administrative Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Administrative Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations Indebtedness has not occurred, the First Lien Collateral Administrative Agent and the other First Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations Indebtedness and subject to the rights of the Grantors under the First Lien Note Loan Documents, be paid to the First Lien Collateral Administrative Agent for the benefit of First Lien Secured Parties pursuant to the extent required by the terms of the First Lien Note Loan Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations Indebtedness and subject to the rights of the Grantors under the Second Lien Note Loan Documents, be paid to the Second Lien Collateral Administrative Agent for the benefit of the Second Lien Secured Parties pursuant to the extent required by the terms of the Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Loan Documents, and (c) fourththird, if no Third Second Lien Obligations are Indebtedness is outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations Indebtedness has occurred, if the Second Lien Collateral Administrative Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Administrative Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.024.2.

Insurance and Condemnation Awards. So long as (a) Prior to the Discharge of First Priority Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of DefaultObligations, subject to the rights of the Grantors under under, and to the First extent required by, the Priority Lien Note Documents, the Priority Lien Secured Parties have the right to settle be named as additional insureds and adjust claims in respect of Collateral under policies of loss payees on insurance covering Collateral and policies, maintained from time to approve time by any award granted in any condemnation or similar proceedingGrantor and, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Priority Lien Obligations has not occurred, the Second sole right to adjust settlement for any insurance policy covering the Shared Collateral in the event of loss, and to approve any condemnation award. Prior to the Discharge of Priority Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of DefaultObligations, subject to the rights of the Grantors under under, and to the Second extent required by, (x) the Parity Lien Note Documents, to settle the Parity Lien Secured Parties may be added as additional insureds and adjust claims in respect of Collateral under loss payees on insurance policies of and (y) the Junior Lien Documents, the Junior Lien Secured Parties may be added as additional insureds and loss payees on insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnationpolicies, in respect of the Collateral. After the occurrence and during the continuance of an Event of Defaulteach case, all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under Priority Lien Secured Parties. In connection therewith and so long as the First Discharge of Priority Lien Note DocumentsObligations has not occurred, be paid to the First Lien Collateral Agent for the benefit of First Parity Lien Secured Parties pursuant to and the terms of the First Lien Note Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Junior Lien Secured Parties pursuant shall agree to execute such documentation to disclaim any interest in the terms of proceeds or as requested by the Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Priority Lien Secured Parties pursuant to necessary or desirable for the terms of the Third Lien Note Documents, and (c) fourth, if no Third Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Priority Lien Secured Party, or Parties to enable the Third Lien Collateral Agent or any other Third Priority Lien Secured Party shall, at any time, receive any proceeds of Parties to adjust settlement for any such insurance policy or to approve any condemnation award or otherwise to exercise their rights in such policies and proceeds and each Priority Lien Agent is granted a power of attorney coupled with an interest, which power of attorney is irrevocable, to execute any such award or payment, it shall transfer and pay over such proceeds to documentation on behalf of the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Parity Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer Parties and pay over such proceeds to the Second Junior Lien Collateral Agent in accordance with Section 4.02Secured Parties.

Insurance and Condemnation Awards. So long as the Discharge of First Lien Secured Obligations has not occurred, the First Lien Collateral Agent Representative and the other First Lien Secured Parties and the Super Senior Representative and the other Super Senior Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject in each case to the rights of the Grantors under the First Lien Note Loan Documents and the Super Senior Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds All Proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Secured Obligations and subject to the rights of the Grantors under the First Lien Note Loan Documents and the Super Senior Loan Documents, be paid to the Controlling First Lien Collateral Agent Representative for the benefit of the Super Senior Secured Parties and the First Lien Secured Parties pursuant to the terms of the Super Senior Loan Documents and the First Lien Note Loan Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Secured Obligations and subject to the rights of the Grantors under the Second Lien Note Loan Documents, be paid to the Second Lien Collateral Agent Representative for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Note DocumentsLoan Documents until the Discharge of Second Lien Secured Obligations (other than Excess Second Lien Obligations), (c) third, after the Discharge of Second Lien Secured Obligations has occurred and subject to the rights of the Grantors under the Third (other than Excess Second Lien Note DocumentsObligations), be paid to the Third Controlling First Lien Collateral Agent Representative for the benefit of the Third First Lien Secured Parties and the Super Senior Secured Parties pursuant to the terms of the First Lien Loan Documents and the Super Senior Loan Documents on account of the Excess First Lien Obligations, (d) fourth, after the Discharge of Excess First Lien Obligations, be paid to the Second Lien Representative for the benefit of the Second Lien Secured Parties pursuant to the terms of the Third Second Lien Note Documents, Loan Documents on account of the Excess Second Lien Obligations and (ce) fourth, if no Third Lien Obligations are outstandingfifth, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Secured Obligations has occurred, if the Second Lien Collateral Agent Representative or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Controlling First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent Representative in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as Until the Discharge of First Lien Obligations has not occurred, the Directing First Lien Collateral Agent and (acting at the other direction of, or pursuant to authority granted by, the Required First Lien Secured Parties Claimholders) shall have the sole and exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors First Lien Obligors under the First Lien Note Financing Documents, to settle and or adjust claims over any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation, in respect of ) affecting the Collateral. After Until the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors First Lien Obligors under the Second First Lien Note Financing Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights in respect of the Grantors under the First Lien Note Documents, Collateral shall be paid to the Directing First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders pursuant to the terms of the First Lien Note Documents, including any other intercreditor agreement among the First Lien Collateral Agents (bincluding, without limitation, for purposes of cash collateralization of commitments, First Lien Letters of Credit and obligations under First Lien Hedge Agreements governing any First Lien Secured Hedging Obligations) secondand thereafter, after if the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors Second Lien Obligors under the Second Lien Note Financing Documents, be paid to the Directing Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant Claimholders to the terms extent required under the Second Lien Financing Documents, and thereafter, if the Discharge of the Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documentsoccurred, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (c) fourth, if no Third Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto directed by the Parent Borrower or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the any Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in contravention of this Agreement, it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the Directing First Lien Collateral Agent in accordance with the terms of Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.024.2.

Insurance and Condemnation Awards. (a) So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Administrative Agent and the other First Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to before the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Note Loan Documents, be paid to the First Lien Collateral Administrative Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Note Loan Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to before the Discharge of Second Lien Obligations Obligations, and subject to the rights of the Grantors under the Second Lien Note Documents, Loan Documents be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Note Loan Documents, (c) third, after the Discharge of Second Lien Obligations has occurred but before the repayment in full, in cash, of Excess First Lien Obligations, and subject to the rights of the Grantors under the Third First Lien Note Documents, Loan Documents be paid to the Third First Lien Collateral Administrative Agent for the benefit of the Third First Lien Secured Parties pursuant to the terms of the Third First Lien Note Loan Documents, (d) fourth, after the repayment in full, in cash, of the Excess First Lien Obligations, but before the repayment in full, in cash, of Excess Second Lien Obligations, and subject to the rights of the Grantors under the Second Lien Loan Documents be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents, and (ce) fourthfifth, if no Third after the Discharge of First Lien Obligations are outstandingand the Discharge of Second Lien Obligations, and the repayment in full, in cash, of Excess First Lien Obligations and Excess Second Lien Obligations, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that if the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall hold such proceeds in trust for the benefit of the First Lien Secured Parties and forthwith transfer and pay over such proceeds to the First Lien Collateral Administrative Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred Obligations, and until the Discharge of Second Lien Obligations has occurred, the First Lien Administrative Agent, for itself and on behalf of each other First Lien Secured Party, agrees that if the Third First Lien Collateral Administrative Agent or any other Third First Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall hold such proceeds in trust for the benefit of the Second Lien Secured Parties and forthwith transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02. After the Discharge of Second Lien Obligations, and until the repayment in full, in cash, of Excess First Lien Obligations has occurred, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that if the Second Lien Collateral Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall hold such proceeds in trust for the benefit of the First Lien Secured Parties and forthwith transfer and pay over such proceeds to the First Lien Administrative Agent in accordance with Section 4.02. Upon the repayment in full, in cash, of all Excess First Lien Obligations, the First Lien Administrative Agent, for itself and on behalf of each other First Lien Secured Party, agrees that if the First Lien Administrative Agent or any other First Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall hold such proceeds in trust for the benefit of the Second Lien Secured Parties and forthwith transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as Unless and until the Discharge of First Senior Lien Obligations has not occurred, the First Senior Lien Collateral Agent Representative and the other First Senior Lien Secured Parties shall have the sole and exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Senior Lien Note DocumentsDebt Documents (including Section 2.13 of the Senior Lien Debt Agreement), (a) to settle be named as additional insured, loss payee and lender loss payee under any insurance policies maintained from time to time by any Grantor, (b) to adjust claims settlement for any insurance policy covering the Shared Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and (c) to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of proceeding affecting the Shared Collateral. After Unless and until the Discharge of First Senior Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, but subject to the rights of the Grantors under the Second Senior Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect Debt Documents (including Section 2.13 of the Collateral. After the occurrence and during the continuance of an Event of DefaultSenior Lien Debt Agreement), all proceeds of any such policy and any such award, or any payments with if in respect to a deed in lieu of condemnationthe Shared Collateral, shall be paid (ai) first, prior to the occurrence of the Discharge of First Senior Lien Obligations and subject Obligations, to the rights of the Grantors under the First Senior Lien Note Documents, be paid to the First Lien Collateral Agent Representative for the benefit of First Senior Lien Secured Parties pursuant to the terms of the First Senior Lien Note Debt Documents, (bii) second, after the Discharge occurrence of First Lien Obligations has occurred, but prior to the Discharge of Second Senior Lien Obligations and subject Obligations, to the rights of the Grantors under the Second Junior Lien Note Documents, be paid to the Second Lien Collateral Agent Representative for the benefit of the Second Junior Lien Secured Parties pursuant to the terms of the Second applicable Junior Lien Note Documents, Debt Documents and (ciii) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (c) fourth, if no Third Junior Lien Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until If the Discharge of First Junior Lien Obligations has occurred, if the Second Lien Collateral Agent Representative or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Junior Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentin contravention of this Agreement, it shall transfer and pay over such proceeds over to the First Senior Lien Collateral Agent Representative in accordance with Section 4.02. After the Discharge terms of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as Until the Discharge of First Lien Obligations has not occurred, the Directing First Lien Collateral Agent and the other First Lien Secured Parties shall have the sole and exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors First Lien Obligors under the First Lien Note Financing Documents, to settle and or adjust claims over any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation, in respect of ) affecting the Collateral. After Until the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors First Lien Obligors under the Second First Lien Note Financing Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights in respect of the Grantors under the First Lien Note Documents, Collateral shall be paid to the Directing First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders pursuant to the terms of the First Lien Note Documents, including any First Lien Intercreditor Agreement and any other intercreditor agreement among the First Lien Collateral Agents (bincluding, without limitation, for purposes of cash collateralization of commitments, First Lien Letters of Credit and obligations under First Lien Hedge Agreements governing any First Lien Secured Hedging Obligations) secondand thereafter, after if the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors Second Lien Obligors under the Second Lien Note Financing Documents, be paid to the Directing Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant Claimholders to the terms extent required under the Second Lien Collateral Documents, and thereafter, if the Discharge of the Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documentsoccurred, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (c) fourth, if no Third Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto directed by the Administrative Borrower or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the any Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in contravention of this Agreement, it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the Directing First Lien Collateral Agent in accordance with the terms of Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.024.2.

Insurance and Condemnation Awards. (a) So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Loan Documents, to settle and adjust claims in respect of First Lien Collateral under policies of insurance covering First Lien Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the First Lien Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, in each case, in respect of First Lien Collateral, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Note Loan Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties for application against the First Lien Obligations pursuant to the terms of the First Lien Note Loan Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties for application against the Indenture Obligations pursuant to the terms of the Second Lien Note Loan Documents, (c) third, after the Discharge of Second Lien if all Indenture Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documentshave been paid in full in cash, be paid to the Third First Lien Collateral Agent for the benefit of the Third First Lien Secured Parties for application against any Excess Claims pursuant to the terms of the Third First Lien Note Documents, Loan Documents and (cd) fourth, if no Third Lien Indenture Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, in each case, in respect of First Lien Collateral, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.024.02(a).

Insurance and Condemnation Awards. So long as Until the Discharge of First Lien Obligations has not occurred, the Directing First Lien Collateral Agent and the other First Lien Secured Parties shall have the sole and exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors First Lien Obligors under the First Lien Note Financing Documents, to settle and or adjust claims over any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation, in respect of ) affecting the Collateral. After Until the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors First Lien Obligors under the Second First Lien Note Financing Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights in respect of the Grantors under the First Lien Note Documents, Collateral shall be paid to the Directing First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders pursuant to the terms of the First Lien Note Documents, including any other intercreditor agreement among the First Lien Collateral Agents (bincluding, without limitation, for purposes of cash collateralization of commitments, First Lien Letters of Credit and obligations under First Lien Hedge Agreements governing any First Lien Secured Hedging Obligations) secondand thereafter, after if the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors Second Lien Obligors under the Second Lien Note Financing Documents, be paid to the Directing Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant Claimholders to the terms extent required under the Second Lien Collateral Documents, and thereafter, if the Discharge of the Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documentsoccurred, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (c) fourth, if no Third Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto directed by the Top Borrower or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the any Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in contravention of this Agreement, it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the Directing First Lien Collateral Agent in accordance with the terms of Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.024.2.

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Note Loan Documents, be paid to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Note Loan Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Loan Documents, and (c) fourththird, if no Third Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as (a) Until the Discharge of First Lien Obligations Payment Date has not occurred, the First Lien Collateral Agent and (acting at the other First Lien Secured Parties direction of, or pursuant to authority granted by, the “Required Term B-1 Lenders” (as defined in the Credit Agreement)) shall have the sole and exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Credit Documents, to settle and or adjust claims over any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation, in respect of ) affecting the Collateral. After Until the Discharge of First Lien Obligations Payment Date has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second First Lien Note Credit Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights in respect of the Grantors under the First Lien Note Documents, Collateral shall be paid (1) to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Note Credit Documents, (b2) secondthereafter, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien LEGAL_US_E # 147945921.11 Secured Parties pursuant to the terms of extent required under the Second Lien Note Credit Documents, (c3) thirdthereafter, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of extent required under the Third Lien Note Credit Documents, and (c4) fourththereafter, if no Third Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto directed by the Borrower or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations Payment Date has occurred, if the Second Lien Collateral Agent or Agent, any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in contravention of this Agreement, it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the First Lien Collateral Agent in accordance with the terms of Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.027.01.

Insurance and Condemnation Awards. So long as the Discharge of First Lien Super Senior Secured Obligations has not occurred, the First Lien Collateral Agent Super Senior Representative and the other First Lien Super Senior Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Super Senior Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds All Proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Super Senior Secured Obligations and subject to the rights of the Grantors under the Super Senior Loan Documents, be paid to the Super Senior Representative for the benefit of Super Senior Secured Parties pursuant to the terms of the Super Senior Loan Documents, (b) second, after the Discharge of Super Senior Secured Obligations and subject to the rights of the Grantors under the First Lien Note Loan Documents, be paid to the First Lien Collateral Agent Representative for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Note Documents, (b) second, after Loan Documents until the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Note DocumentsObligations, (c) third, after the Discharge of Second First Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note DocumentsSecured Obligations, be paid to the Third Lien Collateral Agent Super Senior Representative for the benefit of the Third Lien Super Senior Secured Parties pursuant to the terms of the Third Lien Note DocumentsSuper Senior Loan Documents on account of the Excess Super Senior Obligations, and (cd) fourth, if no Third Lien Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations Super Senior SecuredObligations has occurred, if the Second First Lien Collateral Agent Representative or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third First Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent Super Senior Representative in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as Unless and until the Discharge of First Lien Super Senior Obligations has not occurred, the First Lien Collateral Agent Designated Super Senior Representative and the other First Lien Super Senior Secured Parties shall have the sole and exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Super Senior Debt Documents, (a) [reserved], (b) to settle adjust settlement for any insurance policy covering the Shared Collateral in the event of any loss thereunder, and adjust claims in respect of Collateral under policies of insurance covering Collateral and (c) to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of proceeding affecting the Shared Collateral. After Unless and until the Discharge of First Lien Super Senior Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Super Senior Debt Documents and the First Lien Note Priority Debt Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Defaultas applicable, all proceeds of any such policy and any such award, or any payments with if in respect to a deed in lieu of condemnationthe Shared Collateral, shall be paid (ai) first, prior to the occurrence of the Discharge of First Lien Obligations and subject Super Senior Obligations, to the rights Super Senior Obligations that are not excluded pursuant to the proviso to the definition of such term in such order as specified in the Grantors under relevant Super Senior Debt Documents (including an Applicable Intercreditor Agreement) to permanently reduce the First Lien Note DocumentsSuper Senior Obligations until the Discharge of Super Senior Obligations has occurred, be paid (ii) second, to the First Lien Collateral Agent for Priority Debt Obligations in such order as specified in the benefit of relevant First Lien Secured Parties pursuant Priority Debt Documents (including an Applicable Intercreditor Agreement) to the terms of permanently reduce the First Lien Note Documents, (b) second, after Priority Debt Obligations until the Discharge of First Lien Priority Debt Obligations has occurred, but prior (iii) third, to the Discharge of Second Lien Super Senior Obligations and subject to the rights of the Grantors under the Second Lien Note Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties that do not constitute Super Senior Obligations (pursuant to the terms proviso in the definition of Super Senior Obligations) in such order as specified in the Second Lien Note Documentsrelevant Super Senior Debt Documents (including any Applicable Intercreditor Agreement) and, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (civ) fourth, if no Third First Lien Priority Debt Obligations or Super Senior Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of If any First Lien Obligations has occurred, if the Second Lien Collateral Agent Priority Representative or any other Second First Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Priority Debt Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentin contravention of this Agreement, it shall transfer and pay over such proceeds over to the First Lien Collateral Agent Designated Super Senior Representative in accordance with Section 4.02. After the Discharge terms of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the US Grantors under the First Lien Note Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the US Grantors under the First Lien Note Loan Documents, be paid to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Note Loan Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the US Grantors under the Second Lien Note Term Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Note Documents, Security Documents and (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (c) fourth, if no Third Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Note Loan Documents, be paid in an amount equal to the Maximum First Lien Principal Amount to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Note Loan Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Note Loan Documents, (c) third, after the Discharge of the Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third First Lien Note Loan Documents, be paid an amount equal to the Third Excess First Lien Loan Amount to the First Lien Collateral Agent for the benefit of the Third First Lien Secured Parties pursuant to the terms of the Third First Lien Note Loan Documents, and (cd) fourth, if no Third First Lien Obligations or Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Note Loan Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Note Loan Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Note Documents, Loan Documents and (c) third, after the Discharge of if no Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documentsare outstanding, be paid to the Third First Lien Collateral Agent for the benefit of the Third First Lien Secured Parties pursuant to the terms in respect of the Third any amounts that constitute Excess First Lien Note DocumentsLoan Amounts, and (c) fourthand, if no Third Lien Obligations are outstandingnone, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as Unless and until the Discharge of First Lien Senior Obligations has not occurred, the First Lien Collateral Agent Designated Senior Representative and the other First Lien Controlling Senior Secured Parties shall have the sole and exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note applicable Senior Debt Documents, (a) to settle adjust settlement for any insurance policy covering the Shared Collateral in the event of any loss thereunder and adjust claims in respect of Collateral under policies of insurance covering Collateral and (b) to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnationproceeding affecting the Shared Collateral, in respect of each case in accordance with the CollateralSenior Debt Documents. After Unless and until the Discharge of First Lien Senior Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds Proceeds of any such policy and any such award, or any payments with if in respect to a deed in lieu of condemnationthe Shared Collateral, shall be paid (ai) first, prior to the occurrence of the Discharge of First Lien Obligations and subject Senior Obligations, to the rights of the Grantors under the First Lien Note Documents, be paid to the First Lien Collateral Agent Designated Senior Representative for the benefit of First Lien Senior Secured Parties pursuant to the terms of the First Lien Note DocumentsSenior Debt Documents and/or, if permitted to be paid to the Second Priority Debt Parties under the Senior Debt Documents (as in effect on the date hereof or as amended in accordance with the terms hereof), to the Second Priority Debt Parties, (bii) second, after the Discharge occurrence of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject Senior Obligations, to the rights of the Grantors under the Designated Second Lien Note Documents, be paid to the Second Lien Collateral Agent Priority Representative for the benefit of the Second Lien Secured Priority Debt Parties pursuant to the terms of the applicable Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Priority Debt Documents, and (ciii) fourththird, if no Third Lien Second Priority Debt Obligations are outstanding, outstanding (other than unasserted contingent indemnification obligations and expense reimbursement obligations or if permitted to be paid to such owner under the Senior Debt Documents and the Second Priority Debt Documents), to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the If any Second Lien Collateral Agent Priority Representative or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Priority Debt Party shall, at any time, receive any proceeds Proceeds of any such insurance policy or any such award or paymentin contravention of this Agreement, it shall transfer and pay such Proceeds over such proceeds to the First Lien Collateral Agent Designated Senior Representative in accordance with Section 4.02. After the Discharge terms of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as Until the Discharge of First Lien Obligations has not occurred, the Directing First Lien Collateral Agent and the other First Lien Secured Parties shall have the sole and exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors First Lien Obligors under the First Lien Note Financing Documents, to settle and or adjust claims over any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation, in respect of ) affecting the Collateral. After Until the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors First Lien Obligors under the Second First Lien Note Financing Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights in respect of the Grantors under the First Lien Note Documents, Collateral shall be paid to the Directing First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders pursuant to the terms of the First Lien Note Documents, including any First Lien Intercreditor Agreement and any other intercreditor agreement among the First Lien Collateral Agents (bincluding, without limitation, for purposes of cash collateralization of commitments, First Lien Letters of Credit and obligations under First Lien Hedge Agreements governing any First Lien Secured Hedging Obligations) secondand thereafter, after if the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors Second Lien Obligors under the Second Lien Note Financing Documents, be paid to the Directing Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant Claimholders to the terms extent required under the Second Lien Collateral Documents, and thereafter, if the Discharge of the Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documentsoccurred, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (c) fourth, if no Third Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto directed by the Borrower Representative or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the any Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in contravention of this Agreement, it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the Directing First Lien Collateral Agent in accordance with the terms of Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.024.2.

Insurance and Condemnation Awards. So long as (x) Except otherwise agreed in the First Lien Loan Documents, unless and until the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties and (y) from and after the Discharge of First Lien Obligations unless and until the Discharge of Second Lien Obligations has occurred, the Second Lien Collateral Agent and the Second Lien Secured Parties shall have the sole and exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors Credit Parties under, and to the extent required by, and subject to any limitations in, the applicable First Liens Debt Documents and Second Lien Debt Documents, (a) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Credit Parties (except that, if the applicable insurer permits, the Second Lien Collateral Agent and the Third Lien Collateral Agent shall have the right to be named as an additional insured so long as its second lien status or third lien status, as the case may be, is identified in a manner reasonably satisfactory to the First Lien Note DocumentsCollateral Agent), to settle (b) adjust settlement for any insurance policy covering the Collateral in the event of any loss thereunder and adjust claims in respect of Collateral under policies of insurance covering Collateral and (c) to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of proceeding affecting the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with if in respect to a deed in lieu of condemnationthe Collateral, shall be paid (ai) first, prior to the occurrence of the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Note DocumentsPriority Obligations, be paid to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Note Debt Documents, (bii) second, after the occurrence of the Discharge of First Lien Obligations has occurredPriority Obligations, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the applicable Second Lien Note DocumentsDebt Documents until the Discharge of the Second Lien Priority Obligations shall have occurred, (ciii) third, after the occurrence of the Discharge of First Lien Priority Obligations and the Discharge of Second Lien Priority Obligations, to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Debt Documents until the Discharge of Excess First Lien Obligations shall have occurred, (iv) fourth, after the occurrence of the Discharge of First Lien Priority Obligations, the Discharge of Second Lien Priority Obligations and the Discharge of Excess First Lien Obligations, to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the applicable Second Lien Debt Documents until the Discharge of Excess Second Lien Obligations shall have occurred, (v) fifth, after the occurrence of the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the applicable Third Lien Note Documents, Debt Documents and (cvi) fourthsixth, if no Third Lien Obligations are outstanding, be paid to the owner owners of the subject property, or such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if If the Second Lien Collateral Agent, the Third Lien Collateral Agent or any other Second Lien Secured Party, Party or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentin contravention of this Agreement, it shall transfer and pay over such proceeds over to the First Lien Controlling Collateral Agent for application in accordance with the terms of this Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.025.02.

Insurance and Condemnation Awards. (a) So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Loan Documents, to settle and adjust claims in respect of First Lien Collateral under policies of insurance covering First Lien Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, in each case, in respect of First Lien Collateral, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Note Loan Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties for application against the First Lien Obligations pursuant to the terms of the First Lien Note Loan Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties for application against the Indenture Obligations pursuant to the terms of the Second Lien Note Loan Documents, (c) third, after the Discharge of Second Lien if all Indenture Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documentshave been paid in full in cash, be paid to the Third First Lien Collateral Agent for the benefit of the Third First Lien Secured Parties for application against any Excess Claims pursuant to the terms of the Third First Lien Note Documents, Loan Documents and (cd) fourth, if no Third Lien Indenture Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, in each case, in respect of First Lien Collateral, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.024.02(a).

Insurance and Condemnation Awards. So long as the Discharge of First Lien Secured Obligations has not occurred, the First Lien Collateral Agent Representative and the other First Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors under the First Lien Note Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds All Proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Secured Obligations and subject to the rights of the Grantors under the First Lien Note Loan Documents, be paid to the First Lien Collateral Agent Representative for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Note Loan Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Secured Obligations and subject to the rights of the Grantors under the Second Lien Note Loan Documents, be paid to the Second Lien Collateral Agent Representative for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Note DocumentsLoan Documents until the Discharge of Second Lien Secured Obligations (other than Excess Second Lien Obligations), (c) third, after the Discharge of Second Lien Secured Obligations has occurred and subject to the rights of the Grantors under the Third (other than Excess Second Lien Note DocumentsObligations), be paid to the Third First Lien Collateral Agent Representative for the benefit of the Third First Lien Secured Parties pursuant to the terms of the Third First Lien Note DocumentsLoan Documents on account of the Excess First Lien Obligations, and (cd) fourth, if no Third after the Discharge of Excess First Lien Obligations, be paid to the Second Lien Representative for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents on account of the Excess Second Lien Obligations are outstandingand (e) fifth, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Secured Obligations has occurred, if the Second Lien Collateral Agent Representative or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent Representative in accordance with Section 4.02.

Insurance and Condemnation Awards. So Subject to the rights of the Grantors under, and to the extent required by, the Senior Debt Documents, the Senior Secured Parties have the right to be named as additional insureds and loss payees on insurance policies, maintained from time to time by any Grantor and, so long as the Discharge of First Lien Senior Obligations has not occurred, the First Lien sole right to adjust settlement for any insurance policy covering the Shared Collateral Agent in the event of loss, and to approve any condemnation award. Subject to the other First Lien Secured rights of the Grantors under, and to the extent required by, the Second Priority Debt Documents, the Second Priority Debt Parties shall have the exclusive right after the occurrence may be added as additional insureds and during the continuance of an Event of Default, loss payees on insurance policies subject to the rights of the Grantors under the First Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the CollateralSenior Secured Parties. After the Discharge of First Lien Obligations has occurred In connection therewith and so long as the Discharge of Second Lien Senior Obligations has not occurred, the Second Lien Collateral Agent and Priority Debt Parties shall agree to execute such documentation to disclaim any interest in the other Second Lien proceeds or as requested by the Senior Secured Parties shall have necessary or desirable for the exclusive right after Senior Secured Parties to enable the occurrence and during the continuance of an Event of Default, subject Senior Secured Parties to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of settlement for any such insurance covering Collateral and policy or to approve any condemnation award or otherwise to exercise their rights in such policies and proceeds and the Senior Representative is granted in a power of attorney coupled with an interest, which power of attorney is irrevocable, to execute any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect such documentation on behalf of the CollateralSecond Priority Debt Parties. After the occurrence and during the continuance of an Event of Default, all All proceeds of any such policy and any such award, or any payments with if in respect to a deed in lieu of condemnationthe Shared Collateral, shall be paid (ai) first, prior to the occurrence of the Discharge of First Lien Obligations and subject Senior Obligations, to the rights of the Grantors under the First Lien Note Documents, be paid to the First Lien Collateral Agent Designated Senior Representative for the benefit of First Lien Senior Secured Parties pursuant to the terms and on the conditions of the Senior Debt Documents, (ii) second, after the occurrence of the Discharge of Senior Obligations, to the Designated Second Priority Representative for the benefit of the Second Priority Debt Parties pursuant to the terms and on the conditions of the applicable Second Priority Debt Documents, (iii) third, after the occurrence of the Discharge of Second Priority Debt Obligations, then to the Designated Senior Representative for the benefit of the Senior Secured Parties pursuant to the terms of the First Lien Note Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Note Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Senior Debt Documents, and (civ) fourth, if no Third Lien Obligations are outstandingafter the occurrence of the Discharge of Senior Debt Obligations, be paid then to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the If any Second Lien Collateral Agent Priority Representative or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Priority Debt Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentin contravention of this Agreement, it shall transfer and pay over such proceeds over to the First Lien Collateral Agent Designated Senior Representative in accordance with Section 4.02. After the Discharge terms of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02.

Insurance and Condemnation Awards. So long as Until the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the sole and exclusive right after the occurrence and during the continuance of an Event of Defaultright, subject to the rights of the Grantors First Lien Obligors under the First Lien Note Financing Documents, to settle and or adjust claims over any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation, in respect of ) affecting the Collateral. After Until the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors First Lien Obligors under the Second First Lien Note Financing Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights in respect of the Grantors under the First Lien Note Documents, Collateral shall be paid to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders pursuant to the terms of the First Lien Note Documents, including any intercreditor agreement among the First Lien Collateral Agent and any of the First Lien Representatives (bincluding, without limitation, for purposes of cash collateralization of commitments, First Lien Letters of Credit and obligations under First Lien Hedge Agreements governing any First Lien Secured Hedging Obligations) secondand thereafter, after if the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors Second Lien Obligors under the Second Lien Note Financing Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant Claimholders to the terms extent required under the Second Lien Collateral Documents, and thereafter, if the Discharge of the Second Lien Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documentsoccurred, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (c) fourth, if no Third Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto directed by the Lux Borrower or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in contravention of this Agreement, it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the First Lien Collateral Agent in accordance with the terms of Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.024.2.