Common use of Payments Over in Violation of Agreement Clause in Contracts

Payments Over in Violation of Agreement. (a) So long as the Discharge of Priming Senior Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3(b)) received by the Junior Priority Collateral Agent or any Junior Priority Claimholders in connection with the exercise of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Senior Priority Collateral Agent for the benefit of the Senior Priority Claimholders, as the case may be, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Senior Priority Collateral Agent is hereby authorized by the Junior Priority Collateral Agent to, so long as the Discharge of Priming Senior Priority Obligations has not occurred, make any such endorsements as agent for the Junior Priority Collateral Agent or any Junior Priority Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Priming Senior Priority Obligations. (b) After the occurrence of the Discharge of Priming Senior Priority Obligations and so long as the Discharge of Junior Priority Obligations has not occurred, to the extent any Excess Senior Priority Obligations remain outstanding, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3(b)) received by the Senior Priority Collateral Agent or any Senior Priority Claimholders in connection with the exercise of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Junior Priority Collateral Agent for the benefit of the Junior Priority Claimholders, as the case may be, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Junior Priority Collateral Agent is hereby authorized by the Senior Priority Collateral Agent to, after the occurrence of the Discharge of Priming Senior Priority Obligations and so long as the Discharge of Junior Priority Obligations has not occurred, make any such endorsements as agent for the Senior Priority Collateral Agent or any Senior Priority Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Junior Priority Obligations.

Payments Over in Violation of Agreement. (a) So long as Unless and until the Discharge of Priming Senior Priority First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Collateral Trustee and each other Second Lien Claimholder hereby agrees that if it shall obtain possession or control of any Collateral or Proceeds thereof (including assets shall realize or Proceeds subject receive any proceeds or payment in respect of any Collateral, whether pursuant to Liens referred to in the final sentence of Section 2.3(b)) received any Second Lien Collateral Document, by the Junior Priority Collateral Agent or any Junior Priority Claimholders in connection with the exercise of any right rights available to it under applicable law, in connection with any Insolvency or remedy (including set-off) relating to the Collateral Liquidation Proceeding, through any other exercise of remedies, in connection with any insurance or condemnation award, or in contravention of this Agreement Agreement, then it shall be segregated and held hold such Collateral, proceeds or payment in trust and forthwith paid over to for the Senior Priority First Lien Collateral Agent for the benefit of the Senior Priority Claimholdersand transfer such Collateral, proceeds or payment, as the case may be, in to the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Senior Priority First Lien Collateral Agent is hereby authorized by the Junior Priority Collateral Agent to, so long as the Discharge of Priming Senior Priority Obligations has not occurred, make any such endorsements as agent for the Junior Priority Collateral Agent or any Junior Priority Claimholdersreasonably promptly. This authorization is coupled with an interest and is irrevocable until the Discharge of Priming Senior Priority ObligationsFirst Lien Obligations has occurred. (b) After Each Second Lien Claimholder agrees that if, at any time, it obtains actual knowledge or receives notice that all or any portion of any payment with respect to any First Lien Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Claimholder shall promptly pay over to the occurrence First Lien Collateral Agent any payment received by it in respect of the Discharge of Priming Senior Priority any Collateral securing such First Lien Obligations and so long as the Discharge of Junior Priority Obligations has not occurred, shall promptly turn any Collateral then held by it or under its control over to the extent any Excess Senior Priority Obligations remain outstandingFirst Lien Collateral Agent, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or Proceeds thereof (including assets or Proceeds subject to Liens referred to and the provisions set forth in the final sentence of Section 2.3(b)) received by the Senior Priority Collateral Agent or any Senior Priority Claimholders in connection with the exercise of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Junior Priority Collateral Agent for the benefit of the Junior Priority Claimholdersreinstated as if such payment had not been made, as the case may be, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Junior Priority Collateral Agent is hereby authorized by the Senior Priority Collateral Agent to, after the occurrence of the Discharge of Priming Senior Priority Obligations and so long as the Discharge of Junior Priority Obligations has not occurred, make any such endorsements as agent for the Senior Priority Collateral Agent or any Senior Priority Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Junior Priority ObligationsFirst Lien Obligations has occurred. All Liens in favor of the Second Lien Claimholders will remain attached to and enforceable against all proceeds so held or remitted. Anything contained herein to the contrary notwithstanding, this Section 4.2(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the First Lien Documents or this Agreement and as to which the possession or receipt thereof by the Collateral Trustee or any other Second Lien Claimholder is otherwise permitted by the First Lien Documents and this Agreement.

Payments Over in Violation of Agreement. (a) So long as the Discharge of Priming Senior Super Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the U.S. Borrower or any other Grantor, any Collateral or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3(b2.3(a)) received by the Junior Priority Collateral Agent or any Junior Indenture Claimholders or the Second Priority Agent or any Second Lien Claimholders in connection with the exercise of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Senior Super Priority Collateral Agent for the benefit of the Senior Super Priority Claimholders, as the case may be, Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Senior Super Priority Collateral Agent is hereby authorized by the Junior Priority Collateral Agent to, so long as the Discharge of Priming Senior Priority Obligations has not occurred, to make any such endorsements as agent for the Junior Priority Collateral Agent or any Junior such Indenture Claimholders and for the Second Priority Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Priming Senior Super Priority Obligations. (b) After the occurrence of the Discharge of Priming Senior Priority Obligations and so So long as the Discharge of Junior Super Priority Obligations has occurred and the Discharge of Indenture Obligations has not occurred, to the extent any Excess Senior Priority Obligations remain outstanding, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Borrowers or any other Grantor, any Collateral or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3(b)) received by the Senior Second Priority Collateral Agent or any Senior Priority Second Lien Claimholders in connection with the exercise of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Junior Priority Collateral Agent for the benefit of the Junior Priority Claimholders, as the case may be, Indenture Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Junior Priority Collateral Agent is hereby authorized by the Senior Priority Collateral Agent to, after the occurrence of the Discharge of Priming Senior Priority Obligations and so long as the Discharge of Junior Priority Obligations has not occurred, to make any such endorsements as agent for the Senior Second Priority Collateral Agent or any Senior Priority such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Junior Priority Indenture Obligations.

Payments Over in Violation of Agreement. (a) So long as neither the Discharge of Priming Senior Priority ABL Obligations nor the Discharge of All Notes Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3(b)2.3) received by the Junior Priority Collateral any Agent or any Junior Priority Notes Claimholders or ABL Claimholders in connection with the exercise of any right right, power, or remedy (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Senior Priority Collateral appropriate Agent for the benefit of the Senior Priority appropriate Notes Claimholders or the ABL Claimholders, as the case may beapplicable, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Senior foregoing terms of this Section 4.2 shall apply to and bind each successive Higher Priority Agent in relation to the ABL Priority Collateral or Notes Priority Collateral respectively (as if such Agent were named in the preceding sentences of this Section 4.2) as applicable until Discharge of all Higher Priority Obligations in relation to the applicable ABL Priority Collateral or Notes Priority Collateral respectively so as to effectuate compliance and consistency with the applicable order of Liens priority set forth in this Agreement. Each Agent is hereby authorized by the Junior Priority Collateral Agent to, so long as the Discharge of Priming Senior Priority Obligations has not occurred, other Agents to make any such endorsements as agent for the Junior Priority Collateral other appropriate Agent or any Junior Priority appropriate Notes Claimholders or ABL Claimholders, as applicable. This authorization is coupled with an interest and is irrevocable until the Discharge of Priming Senior Priority ABL Obligations and Discharge of All Notes Obligations. (b) After the occurrence of the Discharge of Priming Senior Priority Obligations and so long as the Discharge of Junior Priority Obligations has not occurred, to the extent any Excess Senior Priority Obligations remain outstanding, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3(b)) received by the Senior Priority Collateral Agent or any Senior Priority Claimholders in connection with the exercise of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Junior Priority Collateral Agent for the benefit of the Junior Priority Claimholders, as the case may be, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Junior Priority Collateral Agent is hereby authorized by the Senior Priority Collateral Agent to, after the occurrence of the Discharge of Priming Senior Priority Obligations and so long as the Discharge of Junior Priority Obligations has not occurred, make any such endorsements as agent for the Senior Priority Collateral Agent or any Senior Priority Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Junior Priority Obligations.

Payments Over in Violation of Agreement. (a) So long as the Discharge of Priming Senior Priority Committed Credit Agreement Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantorthe Company, any Committed Credit Agreement Priority Collateral or Proceeds Common Collateral or proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3(b)) received by the Junior Priority Uncommitted Collateral Agent or any Junior Priority Uncommitted Credit Agreement Claimholders in connection with the exercise of any right or remedy (including set-off) relating to the Committed Credit Agreement Priority Collateral or the Common Collateral in contravention of this Agreement shall shall, upon the request of the Committed Collateral Agent delivered within 60 days after such receipt, be segregated and held in trust and forthwith paid over to the Senior Priority Committed Collateral Agent for the benefit of the Senior Priority Claimholders, as the case may be, Committed Credit Agreement Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Senior Priority Committed Collateral Agent is hereby authorized by the Junior Priority Collateral Agent to, so long as the Discharge of Priming Senior Priority Obligations has not occurred, to make any such endorsements as agent for the Junior Priority Uncommitted Collateral Agent or any Junior Priority such Uncommitted Credit Agreement Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Priming Senior Priority Committed Credit Agreement Obligations. (b) After the occurrence of the Discharge of Priming Senior Priority Obligations and so So long as the Discharge of Junior Priority Uncommitted Credit Agreement Obligations has not occurred, to the extent any Excess Senior Priority Obligations remain outstanding, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantorthe Company, any Uncommitted Credit Agreement Priority Collateral or Proceeds Common Collateral or proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3(b)) received by the Senior Priority Committed Collateral Agent or any Senior Priority Committed Credit Agreement Claimholders in connection with the exercise of any right or remedy (including set-off) relating to the Uncommitted Credit Agreement Priority Collateral or the Common Collateral in contravention of this Agreement shall shall, upon the request of the Uncommitted Collateral Agent delivered within 60 days after such receipt, be segregated and held in trust and forthwith paid over to the Junior Priority Uncommitted Collateral Agent for itself and for the benefit of the Junior Priority Claimholders, as the case may be, Uncommitted Credit Agreement Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Junior Priority Uncommitted Collateral Agent is hereby authorized by the Senior Priority Collateral Agent to, after the occurrence of the Discharge of Priming Senior Priority Obligations and so long as the Discharge of Junior Priority Obligations has not occurred, to make any such endorsements as agent for the Senior Priority Committed Collateral Agent or any Senior Priority such Committed Credit Agreement Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Junior Priority Uncommitted Credit Agreement Obligations.

Payments Over in Violation of Agreement. (a) So long as the Discharge of Priming Senior Super Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Borrowers or any other Grantor, any Collateral or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3(b2.3(a)) received by the Junior Priority Collateral Agent or any Junior Indenture Claimholders or the Second Priority Agent or any Second Lien Claimholders in connection with the exercise of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Senior Super Priority Collateral Agent for the benefit of the Senior Super Priority Claimholders, as the case may be, Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Senior Super Priority Collateral Agent is hereby authorized by the Junior Priority Collateral Agent to, so long as the Discharge of Priming Senior Priority Obligations has not occurred, to make any such endorsements as agent for the Junior Priority Collateral Agent or any Junior such Indenture Claimholders and for the Second Priority Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Priming Senior Super Priority Obligations. (b) After the occurrence of the Discharge of Priming Senior Priority Obligations and so So long as the Discharge of Junior Super Priority Obligations has occurred and the Discharge of Indenture Obligations has not occurred, to the extent any Excess Senior Priority Obligations remain outstanding, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Borrowers or any other Grantor, any Collateral or Proceeds proceeds thereof (including assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.3(b)) received by the Senior Second Priority Collateral Agent or any Senior Priority Second Lien Claimholders in connection with the exercise of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Junior Priority Collateral Agent for the benefit of the Junior Priority Claimholders, as the case may be, Indenture Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Junior Priority Collateral Agent is hereby authorized by the Senior Priority Collateral Agent to, after the occurrence of the Discharge of Priming Senior Priority Obligations and so long as the Discharge of Junior Priority Obligations has not occurred, to make any such endorsements as agent for the Senior Second Priority Collateral Agent or any Senior Priority such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Junior Priority Indenture Obligations.