Common use of Payments Over Clause in Contracts

Payments Over. Any Shared Collateral or Proceeds thereof received by any Second Priority Representative or any Second Priority Debt Party in connection with the exercise of any right or remedy (including setoff) relating to the Shared Collateral in contravention of this Agreement shall be segregated and held in trust for the benefit of and forthwith paid over to the Designated Senior Representative for the benefit of the Senior Secured Parties in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Designated Senior Representative is hereby authorized to make any such endorsements as agent for each of the Second Priority Representatives or any such Second Priority Debt Party. This authorization is coupled with an interest and is irrevocable.

Payments Over. Any Shared Collateral or Proceeds thereof received by any Second Priority Representative or any Second Priority Debt Party in connection with the exercise of any right or remedy (including setoffsetoff or recoupment) relating to the Shared Collateral in contravention of this Agreement shall be segregated and held in trust for the benefit of and forthwith paid over to the Designated Senior Representative Collateral Agent for the benefit of the Senior Secured Parties in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Designated Senior Representative Collateral Agent is hereby authorized to make any such endorsements as agent for each of the Second Priority Representatives or any such Second Priority Debt Party. This authorization is coupled with an interest and is irrevocable.

Payments Over. Any Shared Collateral or Proceeds thereof received by any Second Priority Representative or any Second Priority Debt Party in connection with the exercise of any right or remedy (including setoff) relating to the Shared Collateral in contravention of this Agreement shall be segregated and held in trust for the benefit of and forthwith paid over to the Designated Senior Representative Collateral Agent for the benefit of the Senior Secured Parties in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Designated Senior Representative Collateral Agent is hereby authorized to make any such endorsements as agent for each of the Second Priority Representatives or any such Second Priority Debt Party. This authorization is coupled with an interest and is irrevocable.

Payments Over. Any Shared Common Collateral or Proceeds proceeds thereof received by any the Second Priority Representative Agent or any Second Priority Debt Secured Party in connection with the exercise of any right or remedy (including setoff) Remedy relating to the Shared Common Collateral in contravention prior to the Discharge of this Agreement Senior Lender Claims shall be segregated and held in trust for the benefit of and forthwith paid over to the Designated Senior Representative First Lien Agent for the benefit of the Senior Secured Parties Lenders in the same form as received, with any necessary endorsements, endorsements or as a court of competent jurisdiction may otherwise direct. The Designated Senior Representative First Lien Agent is each hereby individually authorized to make any such endorsements as agent for each of the Second Priority Representatives Agent or any such Second Priority Debt Secured Party. This authorization is coupled with an interest and is irrevocable.