Common use of Payment Over Clause in Contracts

Payment Over. So long as the Discharge of Super Senior Secured Obligations has not occurred, any Collateral, or any Proceeds thereof or payment in connection therewith or on account thereof (together with assets or Proceeds subject to Liens referred to in the final sentence of Section 2.04 or in the final proviso of Section 6.01(b) or amounts referred to in the parenthetical at the end of Section 3.03 or Collateral, Proceeds or distributions referred to in the last two sentences of Section 7.04), received by the First Lien Representative or any other First Lien Secured Party as a distribution or recovery in any Insolvency or Liquidation Proceeding (other than any post-petition amounts received by the First Lien Secured Parties as contemplated by Section 6.04(b), or Reorganization Securities), or in connection with any Enforcement Action, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) (in each case other than in respect of the Vector Subordinated Note Collateral which shall be subject to Section 4.04), shall be segregated and held in trust and promptly transferred or paid over to the Super Senior Representative for the benefit of the Super Senior Secured Parties in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of Super Senior Secured Obligations occurs, the First Lien Representative, for itself and on behalf of each other First Lien Secured Party, hereby appoints the Super Senior Representative, and any officer or agent of the Super Senior Representative, with full power of substitution, the attorney-in-fact of each First Lien Secured Party for the purpose of carrying out the express provisions of this Section 4.02 and taking any action and executing any instrument that the Super Senior Representative reasonably deems necessary to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest.

Payment Over. So long as the Discharge of Super Senior First Lien Secured Obligations has not occurred, any Collateral, or any Proceeds thereof or payment in connection therewith or on account thereof (together with assets or Proceeds subject to Liens referred to in the final sentence of Section 2.04 or in the final proviso of Section 6.01(b) or amounts referred to in the parenthetical at the end of Section 3.03 or Collateral, Proceeds or distributions referred to in the last two sentences of Section 7.04), received by the First Second Lien Representative or any other First Second Lien Secured Party as a distribution or recovery in any Insolvency or Liquidation Proceeding (other than any post-petition amounts received by the First Second Lien Secured Parties as contemplated by Section 6.04(b), ) or Reorganization Securities), or in connection with any Enforcement Action, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) (in each case other than in respect of the Vector Subordinated Note Collateral which shall be subject to Section 4.04), shall be segregated and held in trust and promptly transferred or paid over to the Super Senior First Lien Representative for the benefit of the Super Senior First Lien Secured Parties in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of Super Senior First Lien Secured Obligations occurs, the First Second Lien Representative, for itself and on behalf of each other First Second Lien Secured Party, hereby appoints the Super Senior First Lien Representative, and any officer or agent of the Super Senior First Lien Representative, with full power of substitution, the attorney-in-fact of each First Second Lien Secured Party for the purpose of carrying out the express provisions of this Section 4.02 and taking any action and executing any instrument that the Super Senior First Lien Representative reasonably deems necessary to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest.

Payment Over. So long as the Discharge of Super Senior Secured Obligations First Priority Claims has not occurred, any Collateral, Collateral or any Proceeds thereof or payment in connection therewith or on account proceeds thereof (together with assets or Proceeds proceeds subject to Liens referred to in the final sentence of Section 2.04 or in the final proviso of Section 6.01(b2.03) or amounts referred to in the parenthetical at the end of Section 3.03 or Collateral, Proceeds or distributions referred to in the last two sentences of Section 7.04), received by the First Lien Representative or any other First Lien Second Priority Secured Party as a distribution or recovery in any Insolvency or Liquidation Proceeding (other than any post-petition amounts received by the First Lien Secured Parties as contemplated by Section 6.04(b), or Reorganization Securities), or in connection with any Enforcement ActionDisposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) (in each case other than in respect of the Vector Subordinated Note Collateral which shall be subject to Section 4.04), shall be segregated and held in trust and promptly forthwith transferred or paid over to the Super Senior Representative First Priority Agent for the benefit of the Super Senior First Priority Secured Parties in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of Super Senior Secured Obligations First Priority Claims occurs, the First Lien RepresentativeSupplier, for itself and on behalf of each other First Lien Second Priority Secured Party, hereby appoints the Super Senior RepresentativeFirst Priority Agent, and any officer or agent of the Super Senior RepresentativeFirst Priority Agent, with full power of substitution, the attorney-in-fact of each First Lien Second Priority Secured Party for the purpose of carrying out the express provisions of this Section 4.02 and taking any action and executing any instrument that the Super Senior Representative reasonably deems First Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. Nothing herein contained shall be deemed to prohibit any Second Priority Secured Party from receiving and retaining the purchase price paid to such Second Priority Secured Party in the ordinary course of business for Goods sold to any Grantor in the ordinary course of business.

Payment Over. So long as the Discharge of Super Senior First Lien Secured Obligations has not occurred, any Collateral, or any Proceeds thereof or payment in connection therewith or on account thereof (together with assets or Proceeds subject to Liens referred to in the final sentence of Section 2.04 or in the final proviso of Section 6.01(b) or amounts referred to in the parenthetical at the end of Section 3.03 or Collateral, Proceeds or distributions referred to in the last two sentences of Section 7.04), received by the First Second Lien Representative or any other First Second Lien Secured Party as a distribution or recovery in any Insolvency or Liquidation Proceeding (other than any post-petition amounts received by the First Second Lien Secured Parties as contemplated by Section 6.04(b), ) or Reorganization Securities), or in connection with any Enforcement Action, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) (in each case other than in respect of the Vector Subordinated Note Collateral which shall be subject to Section 4.04), shall be segregated and held in trust and promptly transferred or paid over to the Super Senior Controlling First Lien Representative for the benefit of the First Lien Secured Parties and the Super Senior Secured Parties in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of Super Senior First Lien Secured Obligations occurs, the First Second Lien Representative, for itself and on behalf of each other First Second Lien Secured Party, hereby appoints the First Lien Representative and the Super Senior Representative, and any officer or agent of the First Lien Representative and the Super Senior Representative, with full power of substitution, the attorney-in-fact of each First Second Lien Secured Party for the purpose of carrying out the express provisions of this Section 4.02 and taking any action and executing any instrument that the First Lien Representative or the Super Senior Representative reasonably deems necessary to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest.