No New Liens. So long as the Discharge of First Lien Debt has not occurred, the parties hereto agree that, after the date hereof, if any Second Lien Secured Party shall hold any Lien on any assets of any Grantor securing any Second Lien Debt that are not also subject to the first priority Lien of First Lien Agent under the First Lien Documents (unless as a result of the written waiver by First Lien Agent of such Lien), upon demand by First Lien Agent or such Grantor, at First Lien Agent’s option, either such Second Lien Secured Party shall release such Lien or such Grantor shall grant a Lien thereon to First Lien Agent in a manner and on terms satisfactory to First Lien Agent. To the extent that the provisions of this [Section 2.4] are not complied with for any reason, without limiting any other right or remedy available to First Lien Agent or any other First Lien Secured Party, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any amount received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section shall be subject to Section 5 hereof.

Payment Restrictions Regarding Second Lien Debt. Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, agrees that, prior to the Discharge of First Lien Debt, Second Lien Agent and the other Second Lien Secured Parties shall not have any right to receive payment on account of the Second Lien Debt other than Permitted Second Lien Payments as and when due. Except as set forth in the immediately preceding sentence, and notwithstanding the terms of the Second Lien Documents, Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, hereby agrees that it will not accept any Distribution (other than Reorganization Subordinated Securities) with respect to the Second Lien Debt until the Discharge of First Lien Obligations. Each Grantor may resume making Permitted Second Lien Payments pursuant to clauses (a) and (b) of the definition of Permitted Second Lien Payments and clause (i) of the definition of Second Lien Agent Payments (and may make any such Permitted Second Lien Payments missed due to the application of this Section 3.1 hereof) at any time that such payments are not prohibited by the provisos within clauses (a) and (b) of the definition of Permitted Second Lien Payments or the exception within clause (ii) of the definition of Second Lien Agent Payments, as applicable. For the avoidance of doubt, nothing herein shall limit or impair # the ability of the Second Lien Secured Parties to convert the Second Lien Debt into equity interests of the Borrower in accordance with the Second Lien Documents, and in connection with such conversion, to receive payments in cash solely with respect to fractional equity interests that cannot otherwise be converted into equity interests of the Borrower in accordance with the Second Lien Documents; provided, however, that in the event that any such cash payment(s) on account of fractional equity interests would cause the aggregate amount of such cash payments in any fiscal year to exceed $1,000,000, Grantors shall provide First Lien Agent and Second Lien Agent with written notice prior to the making of any such payment(s) and such payment(s) shall be subject to satisfaction of the conditions set forth in clause (b) of the definition of “Permitted Second Lien Payments” with respect to Second Lien Other Payments; or # the right of any Second Lien Holder to trade, sell or otherwise dispose of any Second Lien Debt to any Person (other than a Grantor or any Subsidiary (as defined in the Indenture) of any Grantor) (such transaction a “Second Lien Trade”), and to accept and retain any cash or other consideration (other than from a Grantor or any Subsidiary (as defined in the Indenture) of any Grantor) in connection with any such Second Lien Trade.

of any First Lien Debt or Second Lien Debt or of any Collateral for or guarantees or evidence of any thereof. Following the Discharge of First Lien Debt, each First Lien Secured Party agrees to execute such documents, agreements, and instruments as any Second Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the First Lien Debt resulting from payments or distributions to such First Lien Secured Party by such Person. Until the Discharge of First Lien Debt, Second Lien Agent agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.

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

Until the Discharge of First Lien Debt has occurred, First Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the First Lien Documents as if the Liens of Second Lien Agent under the Second Lien Documents did not exist. Until the Discharge of First Lien Debt has occurred, the rights of Second Lien Agent shall at all times be subject to the terms of this Intercreditor Agreement and to First Lien Agent’s rights under the First Lien Documents. After the date that Second Lien Agent receives a Discharge of First Lien Debt Notice, and until the Discharge of Second Lien Debt has occurred, the Second Lien Agent shall be entitled to deal with the Pledged Collateral in accordance with the terms of the Second Lien Documents.

First Lien Agent, on behalf of itself and each First Lien Secured Party, hereby acknowledges that Second Lien Agent, acting for and on behalf of the Second Lien Secured Parties, has been granted Liens upon all of the Collateral pursuant to the Second Lien Documents to secure the Second Lien Debt.

Transfer of Pledged Collateral. Upon the Discharge of First Lien Debt, to the extent permitted under applicable law, First Lien Agent shall, without recourse or warranty, transfer the possession and control of the Pledged Collateral, if any, then in its possession or control to the Second Lien Agent (for the benefit of the Second Lien Secured Parties), except in the event and to the extent # First Lien Agent or any other First Lien Secured Party has retained or otherwise acquired such Collateral # in full or partial satisfaction of any of the First Lien Debt, or # as cash collateral as contemplated under clause (c) of the definition of “Discharge of First Lien Debt”, # such Collateral is sold or otherwise disposed of by First Lien Agent or any other First Lien Secured Party or by a Grantor as provided herein or # it is otherwise required by any order of any court or other governmental authority or applicable law or would result in the risk of liability of First Lien Agent or any First Lien Secured Party to any third party. The foregoing provision shall not impose on First Lien Agent or any other First Lien Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. In connection with any transfer described herein to Second Lien Agent, First Lien Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be for the account of and to be paid by Grantors) as shall be reasonably requested by Second Lien Agent to permit Second Lien Agent to obtain, for the benefit of the Second Lien Secured Parties, a first priority Lien in the Pledged Collateral.