Common use of Payments Over Clause in Contracts

Payments Over. (a) So long as the Discharge of Term Obligations has not occurred, any Term Priority Collateral or Proceeds thereof not constituting ABL Priority Collateral received by the ABL Agent or any other ABL Secured Party in connection with the exercise of any right or remedy (including set off) relating to the Term Priority Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Term Agent for the benefit of the Term Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Term Agent is hereby authorized to make any such endorsements as agent for the ABL Agent or any such other ABL Secured Parties. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.

Payments Over. (a) So long as the Discharge of Term Obligations has not occurred, any Term Priority Collateral or Proceeds thereof not constituting ABL Priority Collateral received by the ABL Agent or any other ABL Secured Party in connection with the exercise of any right or remedy (including set off) relating to the Term Priority Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Controlling Term Agent for the benefit of the Term Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Controlling Term Agent is hereby authorized to make any such endorsements as agent for the ABL Agent or any such other ABL Secured Parties. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.

Payments Over. (a) So long as the Discharge of Term ABL Obligations has not occurred, any Term ABL Priority Collateral or Proceeds thereof not constituting ABL Second Lien Priority Collateral received by the ABL Second Lien Agent or any other ABL Second Lien Secured Party Parties in connection with the exercise of any right or remedy (including set off) relating to the Term ABL Priority Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Term Agent ABL Agents for the benefit of the Term ABL Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Term Agent is ABL Agents are hereby authorized to make any such endorsements as agent for the ABL Second Lien Agent or any such other ABL Second Lien Secured Parties. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.

Payments Over. (a) So long as the Discharge of Term ABL Obligations has not occurred, any Term ABL Priority Collateral or Proceeds thereof not constituting ABL Term Priority Collateral received by the ABL Term Agent or any other ABL Term Secured Party Parties in connection with the exercise of any right or remedy (including set off) relating to the Term ABL Priority Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Term ABL Agent for the benefit of the Term ABL Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Term ABL Agent is hereby authorized to make any such endorsements as agent for the ABL Term Agent or any such other ABL Term Secured Parties. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.

Payments Over. (a) So long as the Discharge of Term Obligations has not occurred, any Term Priority Collateral or Proceeds thereof not constituting ABL Revolving Priority Collateral received by the ABL Agent Revolving Lender or any other ABL Revolving Secured Party in contravention of Section 4.1(c) in connection with the exercise of any right or remedy (including set off) relating to the Term Priority Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Term Agent for the benefit of the Term Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Term Agent is hereby authorized to make any such endorsements as agent for the ABL Agent Revolving Lender or any such other ABL Revolving Secured Parties. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.

Payments Over. (a) So long as the Discharge of Term ABL Obligations has not occurred, any Term ABL Priority Collateral or Proceeds thereof not constituting ABL Notes Priority Collateral received by the ABL any Notes Collateral Agent or any other ABL Notes Secured Party Parties in connection with the exercise of any right or remedy (including set off) relating to the Term ABL Priority Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Term ABL Agent for the benefit of the Term ABL Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Term ABL Agent is hereby authorized to make any such endorsements as agent for the ABL Agent Notes Collateral Agents or any such other ABL Notes Secured Parties. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.

Payments Over. (a) So long as the Discharge of Term Obligations has not occurred, any Term Priority Collateral or Proceeds thereof not constituting ABL Priority Collateral received by the ABL Agent or any other ABL Secured Party in connection with the exercise of any right or remedy (including set off) relating to the Term Priority Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over by such person to the Term Agent for the benefit of the Term Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Term Agent is hereby authorized to make any such endorsements as agent for the ABL Agent or any such other ABL Secured PartiesParty. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.