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 Priority 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 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 Claimholder, the Collateral Trustee, any Priority Lien Representative or any Priority Lien Claimholder in connection with the exercise of any right or remedy (including any Enforcement Action or 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 Trustee, as appropriate, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Collateral 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 Priority Lien Obligations have occurred.

Payments Over in Violation of Agreement. Unless and until both the Discharge of ABL Revolving Credit Obligations and the Discharge of Priority Lien Secured Debt 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 thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the ABL Revolving Credit Agent, any ABL Revolving Credit Claimholder, the Collateral Trustee, any Priority Lien Secured Debt Representative or any Priority Lien Secured Debt Claimholder in connection with the exercise of any right or remedy (including any Enforcement Action or 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 Agent or Collateral Trustee, as appropriate, appropriate in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Collateral Trustee and ABL Revolving Credit 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 Priority Lien Secured Debt Obligations have occurred.

Payments Over in Violation of Agreement. Unless and until both the Discharge of ABL Obligations and the Discharge of Priority Lien Term Loan Obligations have occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other GrantorObligor, 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 Collateral Agent, any ABL ClaimholderSecured Party, the Term Loan Collateral Trustee, any Priority Lien Representative Agent or any Priority Lien Claimholder Term Loan Secured Party in connection with the exercise of any right or remedy (including any Enforcement Action or 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 Collateral Agent or Term Loan Collateral TrusteeAgent, as appropriate, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Term Loan Collateral Trustee Agent and ABL 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 Obligations and Discharge of Priority Lien Term Loan Obligations have occurred.

Payments Over in Violation of Agreement. Unless and until both the Discharge of ABL Obligations and the Discharge of Priority 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 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 Claimholder, the Collateral Trustee, any Priority Lien Representative Debt Collateral Agent or any Priority Lien Claimholder in connection with the exercise of any right or remedy (including any Enforcement Action or 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 the Controlling Priority Lien Collateral TrusteeAgent, as appropriate, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Controlling Priority Lien Collateral Trustee Agent and the 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 the Discharge of Priority Lien Obligations have occurred.