Common use of Payment Over Clause in Contracts

Payment Over. So long as the Discharge of Senior Indebtedness has not occurred, any payment or distribution of any kind or character, whether in cash, debt securities, Equity Interests, obligations, or other property, and whether or not such payment or distribution is Collateral, proceeds of Collateral, or on account of Collateral, in each case whether or not under a Plan of Reorganization or otherwise, together with the property referred to in Section 2.1(e), Section 2.2, Section 3.1(c) and Section 4.4, received by a Subordinated Debt Party in respect of the Subordinated Indebtedness, in each case other than Permitted Payments under Section 7.1, shall be segregated and held in trust and forthwith transferred or paid over to the Administrative Agent for the benefit of the Senior Lenders in the same form as received, together with any necessary endorsements for application (in accordance with the Loan Documents) to the payment of the Senior Indebtedness then remaining unpaid. Until the Discharge of Senior Indebtedness occurs, the Subordinated Creditor (a) agrees to reimburse Administrative Agent for all reasonable costs, including reasonable attorneys’ fees, incurred by Administrative Agent in the course of collecting said sums should a Subordinated Debt Party fail to voluntarily turn the same over to the Administrative Agent upon demand, and (b) hereby appoints the Administrative Agent, and any officer or agent of the Administrative Agent, with full power of substitution, the attorney-in-fact of each Subordinated Debt Party for the purpose of carrying out the provisions of this Section 6.1 and taking any action and executing any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 6.1, which appointment is irrevocable and coupled with an interest.

Payment Over. So long as the Discharge of Senior Indebtedness has not occurred, any payment or distribution of any kind or character, whether in cash, debt securities, Equity Interests, obligations, or other property, and whether or not such payment or distribution is Collateral, proceeds of Collateral, or on account of Collateral, in each case whether or not under a Plan of Reorganization or otherwise, together with the property referred to in Section 2.1(e), Section 2.2, Section 3.1(c) and Section 4.4, received by a Subordinated Debt Party in respect of the Subordinated Indebtedness, in each case other than Permitted Payments under Section 7.1, shall be segregated and held in trust and forthwith transferred or paid over to the Administrative Agent (for the benefit of application to the Senior Lenders Indebtedness) and the other Beneficiaries (for application to the applicable Other Senior Indebtedness), on a Pro Rata Basis, in each case (i) in the same form as received, if received in the form of cash, and to the extent not received in the form of cash, then as directed in a writing signed by all of the Beneficiaries, and (ii) together with any necessary endorsements for application (in accordance with the Loan Documents) to the payment of the Senior Indebtedness then remaining unpaidendorsements. Until the Discharge of Senior Indebtedness occurs, the each Subordinated Creditor (a) agrees to reimburse Administrative Agent for all reasonable costs, including reasonable attorneys’ fees, incurred by Administrative Agent in the course of collecting said sums should a Subordinated Debt Party fail to voluntarily turn the same over to the Administrative Agent applicable Beneficiary in accordance with this Agreement and upon demand, and (b) hereby appoints the Administrative Agent, and any officer or agent of the Administrative Agent, with full power of substitution, the attorney-in-fact of each Subordinated Debt Party for the purpose of carrying out the provisions of this Section 6.1 for the benefit of the Senior Lenders and taking any action and executing any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 6.16.1 for the benefit of the Senior Lenders, which appointment is irrevocable and coupled with an interest.

Payment Over. So long as the Discharge of Senior Indebtedness has not occurred, any payment or distribution of any kind or character, whether in cash, debt securities, Equity Interests, obligations, or other property, and whether or not such payment or distribution is Collateral, proceeds of Collateral, or on account of Collateral, in each case whether or not under a Plan of Reorganization or otherwise, together with the property referred to in Section 2.1(e), Section 2.2, Section 3.1(c) and Section 4.4, received by a Subordinated Debt Party in respect of the Subordinated Indebtedness, in each case other than Permitted Payments under Section 7.1, shall be segregated and held in trust and forthwith transferred or paid over to the Administrative Agent Senior Lenders (for the benefit of application to the Senior Lenders Indebtedness) and the other Beneficiaries (for application to the applicable Other Senior Indebtedness), on a Pro Rata Basis, in each case (i) in the same form as received, if received in the form of cash, and to the extent not received in the form of cash, then as directed in a writing signed by all of the Beneficiaries, and (ii) together with any necessary endorsements for application (in accordance with the Loan Documents) to the payment of the Senior Indebtedness then remaining unpaidendorsements. Until the Discharge of Senior Indebtedness occurs, the each Subordinated Creditor (a) agrees to reimburse Administrative Agent the Senior Lenders for all reasonable costs, including reasonable attorneys’ fees, incurred by Administrative Agent the Senior Lenders in the course of collecting said sums should a Subordinated Debt Party fail to voluntarily turn the same over to the Administrative Agent applicable Beneficiary in accordance with this Agreement and upon demand, and (b) hereby appoints the Administrative Agenteach Senior Lender, and any officer or agent of the Administrative Agenteach Senior Lender, with full power of substitution, the attorney-in-fact of each Subordinated Debt Party for the purpose of carrying out the provisions of this Section 6.1 for the benefit of the Senior Lenders and taking any action and executing any instrument that the Administrative Agent Required Holders may deem necessary or advisable to accomplish the purposes of this Section 6.16.1 for the benefit of the Senior Lenders, which appointment is irrevocable and coupled with an interest.