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

Payments Over in Violation of Agreement. So long as the Discharge of Prior Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against SSCC or any other Grantor, if any Junior Agent or any Junior Secured Party receives any Common Collateral subject to any Prior Lien or any Proceeds of any such Common Collateral in connection with (i) the exercise of any right or remedy (including any right of setoff) relating to such Collateral in contravention of this Agreement or (ii) the transfer of such Common Collateral or Proceeds to such Junior Agent or such Junior Secured Party by any Person holding a Lien on such Collateral that is subordinated to the Lien of such Junior Agent or such Junior Secured Party, such Collateral or Proceeds shall be segregated and held in trust and forthwith paid over to the Controlling Agent for the benefit of the Controlling Secured Parties, in the form in which received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Controlling Agent is hereby authorized to make any such endorsements as agent for the Junior Agents or Junior Secured Parties (such authorization being coupled with an interest and irrevocable until the Discharge of Prior Obligations has occurred).

Payments Over in Violation of Agreement. So long as the Discharge of Prior Revolving Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against SSCC the Company or any other Grantor, if any Junior the Term Collateral Agent or any Junior Term Secured Party receives any Common ABL Collateral subject to any Prior Revolving Lien or any Proceeds of any such Common Collateral thereof in connection with (i) the exercise of any right or remedy (including any right of setoffset-off) relating to such ABL Collateral in contravention of this Agreement or (ii) the transfer of such Common ABL Collateral or Proceeds to such Junior the Term Collateral Agent or such Junior the Term Secured Party (pursuant to this paragraph or otherwise) by any Person holding a Lien on such ABL Collateral that is subordinated subordinate to the Lien of such Junior the Term Collateral Agent or such Junior the Term Secured Party, such ABL Collateral or Proceeds shall be segregated and held in trust and forthwith paid over to the Controlling Revolving Collateral Agent for the benefit of the Controlling applicable Revolving Secured Parties, Parties in the same form in which as received, with any necessary endorsements, endorsements or as a court of competent jurisdiction may otherwise direct. The Controlling Revolving Collateral Agent is hereby authorized to make any such endorsements as agent for the Junior Agents Term Collateral Agent or Junior the Term Secured Parties (such authorization being coupled with an interest and irrevocable until the Discharge of Prior Obligations has occurredRevolving Obligations).

Payments Over in Violation of Agreement. So long as the Discharge of Prior Senior Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against SSCC Symmetry or any other Grantor, if any the Junior Agent or any Junior Secured Party receives any Common Collateral subject to any Prior Senior Lien or any Proceeds of any such Common Collateral in connection with (i) the exercise of any right or remedy (including any right of setoff) relating to such Collateral in contravention of this Agreement or (ii) the transfer of such Common Collateral or Proceeds to such the Junior Agent or such Junior Secured Party by any Person holding a Lien on such Collateral that is subordinated to the Lien of such the Junior Agent or such Junior Secured Party, such Collateral or Proceeds shall be segregated and held in trust and forthwith paid over to the Controlling Senior Agent with respect to such Common Collateral for the benefit of the Controlling applicable Senior Secured Parties, Parties in the form in which received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Controlling Senior Agent is hereby authorized to make any such endorsements as agent for the Junior Agents Agent or Junior Secured Parties (such authorization being coupled with an interest and irrevocable until the Discharge of Prior Senior Obligations has occurred).