AMENDED AND RESTATED INTERCREDITOR AGREEMENT

AMENDED AND RESTATED INTERCREDITOR AGREEMENT

AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of September 30, 2008, among WELLS FARGO FOOTHILL, LLC (“ Foothill ”), as Intercreditor Agent, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. ( f/k/a The Bank of New York Trust Company, N.A.), as Trustee, SECURUS TECHNOLOGIES INC., a Delaware corporation (the “ Company ”) and the Subsidiaries of the Company listed on Schedule I hereto.

A. The Company and the Company’s Subsidiaries (such term and each other capitalized term used herein having the meanings set forth in Section 1 below) previously entered into a Credit Agreement dated as of September 9, 2004 (as further amended, restated, refinanced, replaced, supplemented or otherwise modified from time to time, the “ Prior Credit Agreement ”) with, among others, ING Capital LLC, as administrative agent for the lenders and certain lenders named therein;

B. The Company and certain of the Company’s Subsidiaries have entered into a Credit Agreement dated as of September 30, 2008 (as further amended, restated, refinanced, replaced, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) with, among others, the lenders party thereto and Foothill, as administrative agent for the Lender Group and the Hedge Agreement Providers, which Credit Agreement will replace and refinance in its entirety the Prior Credit Agreement and the Company’s and its Subsidiaries’ Obligations in respect thereof;

C. The Company and certain of the Company’s Subsidiaries have entered into a Security Agreement dated as of September  30, 2008 (as further amended, restated, supplemented, replaced or otherwise modified from time to time, the “ Security Agreement ”) with, among others, Foothill, as administrative agent for the lenders;

D. The Obligations of the Company and certain of the Company’s Subsidiaries under the Credit Agreement are secured on a first-priority basis by all personal property and certain real property assets of the Company and certain of the Company’s Subsidiaries;

E. The Company and certain of the Company’s Subsidiaries and the Trustee have entered into an Indenture dated as of September 9, 2004 (as amended, supplemented or otherwise modified from time to time, the “ Indenture ”), pursuant to which the Notes shall be governed;

F. The obligations of the Company and the Subsidiary Guarantors under the Indenture and the Notes are secured on a second-priority basis by certain personal property and certain real property assets of the Company and certain of the Company’s Subsidiaries;

G. In connection with the Prior Credit Agreement and the Indenture, the Company, certain of the Company’s Subsidiaries, the Trustee and ING Capital LLC entered into an Intercreditor Agreement dated as of September 9, 2004 (the “ Prior Intercreditor Agreement ”) to set forth, among other things, certain rights and priorities with respect to the collateral securing the Obligations in respect of the Prior Credit Agreement and the Indenture;

H. The Company, certain of the Company’s Subsidiaries, the Trustee and the Intercreditor Agent are entering into this Agreement to amend and restate in its entirety the Prior

Intercreditor Agreement and, in connection therewith, to set forth, among other things, certain rights and priorities with respect to the “Senior Lender Collateral” and the “Noteholder Collateral” (each as defined below);

Accordingly, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.1        Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ Agreement ” shall mean this Agreement, as amended, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“ Bankruptcy Law ” shall mean Title 11 of the United States Code and any similar Federal, state or foreign law for the relief of debtors.

“ Business Day ” shall mean any day other than a Saturday, a Sunday or a day that is a legal holiday under the laws of the State of New York or the State of Georgia or on which banking institutions in the State of New York or the State of Georgia are required or authorized by law or other governmental action to close.

“ Common Collateral ” shall mean all of the assets of any Grantor, whether real, personal or mixed, constituting both Senior Lender Collateral and Noteholder Collateral.

“ Company ” shall have the meaning set forth in the preamble.

“ Comparable Noteholder Collateral Document ” shall mean, in relation to any Common Collateral subject to any Lien created under any Senior Collateral Document, that Noteholder Collateral Document that creates a Lien on the same Common Collateral, granted by the same Grantor.

“ Credit Agreement ” shall have the meaning set forth in the recitals.

“ Deposit Account ” shall have the meaning set forth in the Uniform Commercial Code.

“ Deposit Account Collateral ” shall mean that part of the Common Collateral comprised of or contained in (i) Deposit Accounts relating to proceeds of Common Collateral or (ii) Securities Accounts.

“ DIP Financing ” shall have the meaning set forth in Section 6.1.

“ Discharge of Senior Lender Claims ” shall mean, except to the extent otherwise provided in Section 5.6, payment in full in cash (except for contingent indemnities and cost and

reimbursement obligations to the extent no claim has been made) of (a) all Obligations in respect of all outstanding First-Lien Indebtedness and, with respect to letters of credit or letter of credit guaranties outstanding thereunder, delivery of cash collateral or backstop letters of credit in respect thereof in compliance with the Senior Credit Agreement, in each case after or concurrently with the termination of all commitments to extend credit thereunder and (b) any other Senior Lender Claims that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid.

“ First-Lien Indebtedness ” shall mean (a) all Indebtedness incurred by the Company and its Subsidiaries pursuant to the Senior Lender Documents, that is secured by a Permitted Lien (as defined in the Indenture on the date hereof and incurred or deemed incurred pursuant to clause (7) of the definition thereof), (b) all other Obligations (not constituting Indebtedness) of the Company and its Subsidiaries under the Senior Lender Documents and (c) all other Obligations of the Company and its Subsidiaries in respect of Hedging Obligations entered into with Foothill, any of the Senior Lenders or any of their affiliates that are secured under any of the Senior Lender Documents.

“ Future First-Lien Indebtedness ” shall mean any First-Lien Indebtedness other than First-Lien Indebtedness referred to in clauses (a) and (b) of the definition of First-Lien Indebtedness incurred pursuant to the Credit Agreement and the Senior Lender Documents entered into in connection therewith.

“ Grantors ” shall mean the Company and each of the Subsidiaries that has executed and delivered a Noteholder Collateral Document or a Senior Collateral Document.

“ Hedging Obligations ” shall mean, with respect to any Person, all obligations and liabilities, whether now owing or hereafter arising, of such Person in respect of (a) interest rate or commodity swap agreements, interest rate or commodity cap agreements, and interest rate or commodity collar agreements and (b) other agreements or arrangements designed to protect such Person against fluctuations in interest rates or commodity prices.

“ Indebtedness ” shall mean and include all obligations that constitute “Indebtedness” or “Debt” within the meaning of the Indenture or the Senior Credit Agreement.

“ Indenture ” shall have the meaning set forth in the recitals.

“ Insolvency or Liquidation Proceeding ” shall mean (a) any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to any Grantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to any of its assets, (c) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor.

“ Intercreditor Agent ” shall mean Foothill, in its capacity as Administrative Agent for the Senior Lenders under the Credit Agreement and the other Senior Lender Documents, together with its successors (or if there is more than one Senior Credit Agreement or a

subsequent Senior Credit Agreement, such agent or trustee as is designated “Intercreditor Agent” by Senior Lenders holding a majority of the Senior Lender Claims then outstanding) and permitted successors and assigns under the Senior Credit Agreement exercising substantially the same rights and powers.

“ Lien ” shall mean, with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset.

“ Noteholder Claims ” shall mean all Obligations in respect of the Notes or arising under the Noteholder Documents or any of them, including all fees and expenses of the Trustee thereunder.

“ Noteholder Collateral ” shall mean all of the assets of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Noteholder Claim.

“ Noteholder Collateral Documents ” shall mean the Noteholder Pledge Agreement, the Noteholder Security Agreement and any other document or instrument pursuant to which a Lien is granted by any Grantor to secure any Noteholder Claims or under which rights or remedies with respect to any such Lien are governed.

“ Noteholder Documents ” shall mean (a) the Indenture, the Notes, the Noteholder Collateral Documents and (b) any other related document or instrument executed and delivered pursuant to any Noteholder Document described in clause (a) above evidencing or governing any Obligations thereunder.

“ Noteholder Pledge Agreement ” shall mean the Pledge Agreement dated as of September 9, 2004, among the Company, certain other domestic Grantors and the Trustee.

“ Noteholder Security Agreement ” shall mean the Security Agreement dated as of September 9, 2004, among the Company, certain other domestic Grantors and the Trustee.

“ Noteholders ” shall mean the Persons holding Noteholder Claims.

“ Notes ” shall mean (a) the initial $194,000,000 in aggregate principal amount of 11% second-priority senior secured notes due 2011 to be issued by the Company pursuant to the Indenture, (b) the exchange notes issued in exchange therefor as contemplated by the Registration Rights Agreement dated as of September 9, 2004, among the Company, certain of the Company’s Subsidiaries and the initial purchasers party thereto, and (c) any additional notes issued under the Indenture by the Company, to the extent permitted by the Indenture and the Credit Agreement.

“ Obligations ” shall mean, with respect to any Indebtedness, any and all obligations, whether now owing or hereafter arising, with respect to the payment of (a) any principal of or interest (including interest accrued on or accruing after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for post-filing interest is allowed in such proceeding) or premium on any Indebtedness, including any reimbursement obligation in respect of any letter of credit or letter of credit guaranty, (b) any fees, indemnification obligations, expense reimbursement obligations or other liabilities payable under the

documentation governing such Indebtedness, (c) any obligation to post cash collateral in respect of letters of credit or letter of credit guaranties and any other obligations and (d) with respect to any Indebtedness constituting Senior Lender Claims, any Hedging Obligations owing to any of the Senior Lenders holding such Senior Lender Claims or any affiliates thereof.

“ Officers’ Certificate ” shall mean a certificate signed by any two of the Chairman of the Board, the President, any Vice President, the Treasurer and the Secretary of the Company.

“ Person ” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, entity or other party, including any government and any political subdivision, agency or instrumentality thereof.

“ Pledged Collateral ” shall mean the Common Collateral in the possession of the Intercreditor Agent (or its agents or bailees), to the extent that possession thereof is necessary or effective to perfect a Lien thereon under the Uniform Commercial Code.

“ Prior Credit Agreement ” shall have the meaning set forth in the recitals.

“ Prior Intercreditor Agreement ” shall have the meaning set forth in the recitals.

“ Recovery ” shall have the meaning set forth in Section 6.4.

“ Required Lenders ” shall mean, with respect to any Senior Credit Agreement, those Senior Lenders the approval of which is required to approve an amendment or modification of, termination or waiver of any provision of or consent to any departure from such Senior Credit Agreement (or would be required to effect such consent under this Agreement if such consent were treated as an amendment of the Senior Credit Agreement).

“ Second-Priority Lien ” shall mean any Lien or any assets of the Company or any other Grantor securing any Noteholder Claims.

“ Securities Account ” shall have the meaning set forth in the Uniform Commercial Code.

“ Security Agreement ” shall have the meaning set forth in the recitals.

“ Senior Collateral Documents ” shall mean the Security Agreement and any other agreement, document or instrument pursuant to which a Lien is now or hereafter granted securing any Senior Lender Claims or under which rights or remedies with respect to such Liens are at any time governed.

“ Senior Credit Agreement ” shall mean the Credit Agreement and any other agreement governing any Future First-Lien Indebtedness.

“ Senior Lender Claims ” shall mean (a) all First-Lien Indebtedness outstanding, including any Future First-Lien Indebtedness, and (b) all other Obligations (not constituting Indebtedness under any such First-Lien Indebtedness) with respect to First-Lien Indebtedness, including, without limitation, all “Obligations” (as defined in the Senior Credit Agreement) and

all Senior Lender Hedging Obligations. Senior Lender Claims shall include all interest and expenses accrued or accruing (or that would, absent the commencement of an Insolvency or Liquidation Proceeding, accrue) after the commencement of an Insolvency or Liquidation Proceeding in accordance with and at the rate specified in the relevant Senior Lender Document whether or not the claim for such interest or expenses is allowed as a claim in such Insolvency or Liquidation Proceeding.

“ Senior Lender Collateral ” shall mean all of the assets of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Senior Lender Claim.

“ Senior Lender Documents ” shall mean the Senior Credit Agreement, the Senior Collateral Documents and each of the other agreements, documents and instruments (including each agreement, document or instrument providing for or evidencing a Senior Lender Hedging Obligation) providing for, evidencing or securing any Obligation under the Credit Agreement or any Future First-Lien Indebtedness and any other related document or instrument executed or delivered pursuant to any Senior Lender Document at any time or otherwise evidencing or securing any Indebtedness arising under any Senior Lender Document.

“ Senior Lender Hedging Obligations ” shall mean any Hedging Obligations secured under the Senior Collateral Documents.

“ Senior Lenders ” shall mean the Persons holding Senior Lender Claims, including the Intercreditor Agent.

“ Subsidiary ” shall mean any “Subsidiary” of the Company as defined in the Indenture.

“ Trustee ” shall mean The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee under the Indenture and collateral agent under the Noteholder Collateral Documents, and its permitted successors.

“ Uniform Commercial Code ” or “ UCC ” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.

1.2        Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified in accordance with this Agreement, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections shall be construed to refer to Sections of this Agreement and (e) the words “asset” and

“property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

2.1        Subordination . Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Trustee or the Noteholders on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral or on the Senior Lender Collateral and notwithstanding any provision of the UCC, or any applicable law or the Noteholder Documents or the Senior Lender Documents or any other circumstance whatsoever, the Trustee, on behalf of itself and each Noteholder, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Common Collateral securing any Noteholder Claims and (b) any Lien on the Common Collateral securing any Noteholder Claims now or hereafter held by or on behalf of the Trustee or any Noteholders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Noteholder Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

2.2        Prohibition on Contesting Liens . Each of the Trustee, for itself and on behalf of each Noteholder, and the Intercreditor Agent, for itself and on behalf of each Senior Lender, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, perfection, priority, validity or enforceability of (a) a Lien securing any Senior Lender Claims held (or purported to be held) by or on behalf of the Intercreditor Agent or any of the Senior Lenders or any agent or trustee therefor in any Senior Lender Collateral or (b) a Lien securing any Noteholder Claims held (or purported to be held) by or on behalf of any Noteholder in the Common Collateral, as the case may be; provided , however , that nothing in this Agreement shall be construed to prevent or impair the rights of the Intercreditor Agent or any Senior Lender to enforce this Agreement (including the priority of the Liens securing the Senior Lender Claims as provided in Section 2.1) or any of the Senior Lender Documents.

2.3        No New Liens . So long as the Discharge of Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if the Trustee shall hold any Lien on any assets of the Company or any other Grantor securing any Noteholder Claims that are not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, the Trustee, upon demand by the Intercreditor Agent or the Company, will assign or release such Lien to the Intercreditor Agent as security for the Senior Lender Claims (in the case of an assignment, the Trustee may retain a junior lien on such assets subject to the terms hereof).

2.4        Perfection of Liens . Neither the Intercreditor Agent, the Trustee nor the Senior Lenders shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Common Collateral for the benefit of the Trustee and the Noteholders. The provisions of this Intercreditor Agreement are intended solely to govern the respective Lien priorities as between the Senior Lenders and the Noteholders and shall not impose on the Intercreditor Agent, the Trustee, the Noteholders or the Senior Lenders or any agent or trustee therefor any obligations in respect of the disposition of proceeds of any Common Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law.

2.5        Senior Debt Designation . The Trustee, on behalf of itself and each Noteholder, hereby acknowledges and agrees that: (a) the Obligations under the Senior Credit Agreement constitute “First-Priority Lien Obligations” (as such term is defined in the Indenture) and (b) the Senior Credit Agreement constitutes the “Credit Agreement” (as such term is defined in the Indenture). In addition, and for the avoidance of doubt, the Trustee hereby acknowledges that execution and delivery of this Agreement shall serve as the Company’s notice to the Trustee of its designation of all Obligations under or in respect of the Senior Lender Documents as First-Lien Indebtedness pursuant to and as contemplated by Section 5.6 of the Prior Intercreditor Agreement.

(a)        So long as the Discharge of Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) neither the Trustee nor any Noteholder will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral in respect of any Noteholder Claims, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Intercreditor Agent or any Senior Lender in respect of the Senior Lender Claims, the exercise of any right by the Intercreditor Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, or other Comparable Noteholder Collateral Document, to which the Trustee or any Noteholder either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral under the Senior Lender Documents or otherwise in respect of Senior Lender Claims, or (z) object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Claims and (ii) except as otherwise provided herein, the Intercreditor Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Collateral without any consultation with or the consent of the Trustee or any Noteholder; provided , however , that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, the Trustee may file a claim or

statement of interest with respect to the Noteholder Claims and (B) the Trustee may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the Intercreditor Agent or the Senior Lenders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Collateral subject to the limitations set forth in Section 6.3. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

(b)        So long as the Discharge of Senior Lender Claims has not occurred, the Trustee, on behalf of itself and each Noteholder, agrees that it will not take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of Noteholder Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Trustee and the Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of Noteholder Claims pursuant to the Noteholder Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of the Senior Lender Claims has occurred.

(c)        Subject to the proviso in clause (ii) of Section 3.1(a), (i) the Trustee, for itself and on behalf of each Noteholder, agrees that neither the Trustee nor any Noteholder will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) the Trustee, for itself and on behalf of each Noteholder, hereby waives any and all rights it or any Noteholder may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Intercreditor Agent or Senior Lenders is adverse to the interests of the Noteholders.

(d)        The Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Noteholder Document shall be deemed to restrict in any way the rights and remedies of the Intercreditor Agent or the Senior Lenders with respect to the Senior Lender Collateral as set forth in this Agreement and the Senior Lender Documents.

3.2        Cooperation . Subject to the proviso in clause (ii) of Section 3.1(a) , the Trustee, on behalf of itself and each Noteholder, agrees that, unless and until the Discharge of Senior Lender Claims has occurred, it will not commence, or join with any Person (other than the

Senior Lenders and the Intercreditor Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral under any of the Noteholder Documents or otherwise in respect of the Noteholder Claims.

4.1        Application of Proceeds . After an event of default under any First-Lien Indebtedness has occurred with respect to which the Intercreditor Agent has provided written notice to the Trustee, and until such event of default is cured or waived, so long as the Discharge of Senior Lender Claims has not occurred, the Common Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such Common Collateral upon the exercise of remedies, shall be applied by the Intercreditor Agent to the Senior Lender Claims in such order as specified in the relevant Senior Lender Documents until the Discharge of Senior Lender Claims has occurred. Upon the Discharge of the Senior Lender Claims, the Intercreditor Agent shall deliver promptly to the Trustee any Common Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Trustee to the Noteholder Claims in such order as specified in the relevant Noteholder Documents.

4.2        Payments Over . Any Common Collateral or proceeds thereof received by the Trustee or any Noteholder in connection with the exercise of any right or remedy (including setoff) relating to the Common Collateral in contravention of this Agreement shall be segregated and held in trust for the benefit of and forthwith paid over to the Intercreditor Agent for the benefit of the Senior Lenders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Intercreditor Agent is hereby authorized to make any such endorsements as agent for the Trustee or any such Noteholder. This authorization is coupled with an inte