Common use of Payments Over Clause in Contracts

Payments Over. (a) So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Second Lien Collateral Agent or any Second Lien Claimholders in connection with any Enforcement Action or other exercise of any right or remedy relating to the Collateral or the Restricted Assets in contravention of this Agreement in all cases shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations.

Appears in 3 contracts

Samples: Intercreditor Agreement (KCG Holdings, Inc.), Intercreditor Agreement (KCG Holdings, Inc.), Intercreditor Agreement (KCG Holdings, Inc.)

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Payments Over. (a) So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the final sentence of the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Second Lien Representative, Second Lien Collateral Agent or any other Second Lien Claimholders Secured Party in connection with any Enforcement Action or other exercise of any right or remedy relating to the Collateral or the Restricted Assets in contravention of this Agreement in all cases shall be segregated and held in trust and forthwith paid over to the Designated First Lien Collateral Agent for the benefit of the First Lien Claimholders Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Designated First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative, Second Lien Collateral Agent or any such other Second Lien ClaimholdersSecured Party. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations.

Appears in 3 contracts

Samples: Intercreditor Agreement (Ion Geophysical Corp), Second Lien Intercreditor Agreement (Ion Geophysical Corp), Intercreditor Agreement (Ion Geophysical Corp)

Payments Over. (a) So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Common Collateral or any proceeds thereof, Restricted Assets of sale or proceeds other disposition thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Second Lien Collateral Agent or any Second Lien Claimholders in connection with any Enforcement Action or other the exercise of any right or remedy (including set-off) relating to the Common Collateral not otherwise permitted by this Agreement, and any Common Collateral or proceeds of the Restricted Assets sale or other disposition thereof received by the Second Lien Agent or any Second Lien Claimholders solely as a result of an Enforcement Action taken by the Second Lien Agent or any Second Lien Claimholders in contravention respect of this Agreement in all cases the Common Collateral, shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements endorsements, for immediate application to the repayment of the First Lien Obligations, or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligationssuch time as this Agreement is terminated in accordance with its terms.

Appears in 2 contracts

Samples: Intercreditor Agreement (National Coal Corp), Assignment and Acceptance Agreement (National Coal Corp)

Payments Over. (a) So long as Unless and until the Discharge of First Lien Senior Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Shared Collateral or any proceeds Proceeds thereof, Restricted Assets or proceeds Proceeds thereof and all or Sale Proceeds (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the any Second Lien Collateral Agent Priority Representative or any Second Lien Claimholders Priority Debt Party in connection with any Enforcement Action or other the exercise of any right or remedy (including setoff) relating to the Shared Collateral or Proceeds thereof, the Restricted Assets or any Proceeds thereof or Sale Proceeds or otherwise in contravention of this Agreement Agreement, or (except as otherwise provided in all cases Article VI) in any Insolvency or Liquidation Proceeding, shall be segregated and held in trust for the benefit of and forthwith paid over to the First Lien Collateral Agent Designated Senior Representative for the benefit of the First Lien Claimholders Senior Secured Parties in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral Agent Designated Senior Representative is hereby authorized to make any such endorsements as agent for each of the Second Lien Collateral Agent Priority Representatives or any such Second Lien ClaimholdersPriority Debt Party. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligationsirrevocable.

Appears in 2 contracts

Samples: Intercreditor Agreement (Pennsylvania Real Estate Investment Trust), Intercreditor Agreement (Pennsylvania Real Estate Investment Trust)

Payments Over. (a) So long as the Discharge of First Prior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 2.3, and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by the Second Subordinated Lien Collateral Agent or any Second other Subordinated Lien Claimholders in connection with any Enforcement Action or other exercise of any right or remedy relating to the Collateral or the Restricted Assets in contravention of this Agreement in all cases shall be segregated and held in trust and forthwith paid over to the First Prior Lien Collateral Agent for the benefit of itself and the First other Prior Lien Claimholders in the same form as received, with any necessary endorsements endorsements, to such other Person as may be lawfully entitled thereto or as a court of competent jurisdiction may otherwise direct. The First Prior Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Second Subordinated Lien Collateral Agent or any such Second Subordinated Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of First Prior Lien Obligations.

Appears in 2 contracts

Samples: Intercreditor Agreement, Intercreditor Agreement (Signature Group Holdings, Inc.)

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Payments Over. (a) So long as the Discharge of First Lien Obligations has not occurred, and regardless of whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company a Borrower or any other Grantor, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 and/or Sections 6.3 and 6.7 but excluding Permitted Reorganization Securities and/or any assets or proceeds subject to Liens that have been avoided or otherwise invalidatedcash payments for current fees and expenses permitted under Section 6.3(b)(v)) received by the any Second Lien Collateral Agent or any Second Lien Claimholders Claimholder in connection with any Enforcement Action or other the exercise of any right or remedy (including set-off) relating to the Collateral or the Restricted Assets in contravention of this Agreement in all cases shall be segregated and held in trust and forthwith paid over to the Designated First Lien Collateral Agent Agent, for the benefit of the First Lien Claimholders Claimholders, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Designated First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the any such Second Lien Collateral Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien ObligationsObligations has occurred.

Appears in 1 contract

Samples: Intercreditor Agreement (SunOpta Inc.)

Payments Over. (a) So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other GrantorObligor, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) or any distribution in respect of the Collateral (whether or not expressly characterized as such) received by the Second any First Lien Collateral Agent or any Second First Lien Claimholders in connection with any Enforcement Action or other exercise of any right or remedy (including setoff or recoupment) relating to the Collateral or the Restricted Assets in contravention of this Agreement in all cases shall be segregated and held in trust and forthwith paid over to the Directing First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Directing First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Second other First Lien Collateral Agent Agents or any such Second First Lien Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations.

Appears in 1 contract

Samples: Security Agreement (Isos Acquisition Corp.)

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