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

Payments Over in Violation of Agreement. Unless and until both the Discharge of ABL Obligations and the Discharge of Noteholder Obligations have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the ABL Agent, any ABL Secured Party, the Collateral Agent or any Note Claimholder in connection with the exercise of any right or remedy (including set-off or recoupment) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the ABL Agent or Collateral Agent, as appropriate, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Collateral Agent and ABL Agent are each hereby authorized to make any such endorsements as agent for the other Person. This authorization is coupled with an interest and is irrevocable until both the Discharge of ABL Obligations and Discharge of Noteholder Obligations have occurred.

Payments Over in Violation of Agreement. Unless and until both So long as neither the Discharge of ABL Obligations and nor the Discharge of Noteholder First Lien Obligations have has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the ABL Agent, any ABL Secured Party, the Collateral either Agent or any Note Claimholder First Lien Claimholders or ABL Claimholders in connection with the exercise of any right right, power, or remedy (including set-off or recoupmentoff) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the appropriate Agent for the benefit of the First Lien Claimholders or the ABL Agent or Collateral AgentClaimholders, as appropriateapplicable, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Collateral Each Agent and ABL Agent are each is hereby authorized by the other Agent to make any such endorsements as agent for the other PersonAgent or any First Lien Claimholders or ABL Claimholders, as applicable. This authorization is coupled with an interest and is irrevocable until both the Discharge of ABL Obligations and Discharge of Noteholder Obligations have occurredFirst Lien Obligations.

Payments Over in Violation of Agreement. Unless and until both So long as neither the Discharge of ABL Obligations and nor the Discharge of Noteholder Senior Secured Note Obligations have has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the ABL Agent, any ABL Secured Party, the Collateral either Agent or any Senior Secured Note Claimholder Claimholders or ABL Claimholders in connection with the exercise of any right right, power, or remedy (including set-off or recoupmentoff) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the appropriate Agent for the benefit of the Senior Secured Note Claimholders or the ABL Agent or Collateral AgentClaimholders, as appropriateapplicable, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Collateral Each Agent and ABL Agent are each is hereby authorized by the other Agent to make any such endorsements as agent for the other PersonAgent or any Senior Secured Note Claimholders or ABL Claimholders, as applicable. This authorization is coupled with an interest and is irrevocable until both the Discharge of ABL Obligations and Discharge of Noteholder Senior Secured Note Obligations have occurred.

Payments Over in Violation of Agreement. Unless and until both So long as neither the Discharge of ABL Obligations and nor the Discharge of Noteholder First Lien Obligations have has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.32.03) received by the ABL Agent, any ABL Secured Party, the Collateral Agent or any Note Claimholder First Lien Claimholders or ABL Claimholders in connection with the exercise of any right right, power, or remedy (including set-off or recoupmentoff) relating to the Table of Contents Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the appropriate Agent for the benefit of the First Lien Claimholders or the ABL Agent or Collateral AgentClaimholders, as appropriateapplicable, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Collateral Each Agent and ABL Agent are each is hereby authorized by the other Agent to make any such endorsements as agent for the other PersonAgent or any First Lien Claimholders or ABL Claimholders, as applicable. This authorization is coupled with an interest and is irrevocable until both the Discharge of ABL Obligations and Discharge of Noteholder Obligations have occurredFirst Lien Obligations.

Payments Over in Violation of Agreement. Unless and until both the Discharge of ABL Obligations and the Discharge of Noteholder Secured Obligations have occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company 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) received by the ABL Agent, any ABL Secured PartyClaimholder, the Collateral Agent Trustee, any Secured Debt Representative or any Note Secured Debt Claimholder in connection with the exercise of any right or remedy (including set-off or recoupment) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the ABL Agent or Collateral AgentTrustee, as appropriate, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Collateral Agent Trustee and ABL Agent are each hereby authorized to make any such endorsements as agent for the other Person. This authorization is coupled with an interest and is irrevocable until both the Discharge of ABL Obligations and Discharge of Noteholder Secured Obligations have occurred.

Payments Over in Violation of Agreement. Unless and until both the Discharge of ABL Revolving Credit Obligations and the Discharge of Noteholder Note Lien Obligations have occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company 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) received by the ABL Agent, any ABL Secured Party, the Collateral Agent Revolving Credit Claimholder or any Note Lien Claimholder in connection with the exercise of any right or remedy (including set-off or recoupmentoff) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the ABL Revolving Credit Collateral Agent or Note Lien Collateral Agent, as appropriate, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Note Lien Collateral Agent and ABL Revolving Credit Collateral Agent are each hereby authorized to make any such endorsements as agent for the other Person. This authorization is coupled with an interest and is irrevocable until both the Discharge of ABL Revolving Credit Obligations and Discharge of Noteholder Note Lien Obligations have occurred.

Payments Over in Violation of Agreement. Unless and until both So long as neither the Discharge of ABL Revolving Credit Obligations and nor the Discharge of Noteholder Note Obligations have has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company 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) received by the ABL Agent, any ABL Secured Party, the Collateral either Agent or any Note Claimholder Claimholders or Revolving Credit Claimholders in connection with the exercise of any right or remedy (including set-off or recoupmentoff) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the ABL appropriate Agent for the benefit of the Note Claimholders or Collateral Agentthe Revolving Credit Claimholders, as appropriatethe case may be, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Collateral Each Agent and ABL Agent are each is hereby authorized by the other Agent to make any such endorsements as agent for the other PersonAgent or any Note Claimholders or Revolving Credit Claimholders, as the case may be. This authorization is coupled with an interest and is irrevocable until both the Discharge of ABL Revolving Credit Obligations and Discharge of Noteholder Obligations have occurredNote Obligations.

Payments Over in Violation of Agreement. Unless and until both So long as neither the Discharge of ABL Obligations and nor the Discharge of Noteholder First Lien Obligations have has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, Table of Contents any Collateral or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.32.03) received by the ABL Agent, any ABL Secured Party, the Collateral Agent or any Note Claimholder First Lien Claimholders or ABL Claimholders in connection with the exercise of any right right, power, or remedy (including set-off or recoupmentoff) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the appropriate Agent for the benefit of the First Lien Claimholders or the ABL Agent or Collateral AgentClaimholders, as appropriateapplicable, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Collateral Each Agent and ABL Agent are each is hereby authorized by the other Agent to make any such endorsements as agent for the other PersonAgent or any First Lien Claimholders or ABL Claimholders, as applicable. This authorization is coupled with an interest and is irrevocable until both the Discharge of ABL Obligations and Discharge of Noteholder Obligations have occurredFirst Lien Obligations.