Receipt of Prohibited Payments. If the Subordinated Creditor receives any payment on the Subordinated Indebtedness that the Subordinated Creditor is not entitled to receive under the provisions of this Agreement, the Subordinated Creditor will hold the amount so received in trust for the Lender and will forthwith turn over such payment to the Lender in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to then-existing Lender Indebtedness (whether or not due), in such manner of application as the Lender may deem appropriate. If the Subordinated Creditor exercises any right of setoff which the Subordinated Creditor is not permitted to exercise under the provisions of this Agreement, the Subordinated Creditor will promptly pay over to the Lender, in immediately available funds, an amount equal to the amount of the claims or obligations offset. If the Subordinated Creditor fails to make any endorsement required under this Agreement, the Lender, or any of its officers or employees or agents on behalf of the Lender, is hereby irrevocably appointed as the attorney-in-fact (which appointment is coupled with an interest) for the Subordinated Creditor to make such endorsement in the Subordinated Creditor's name.
Receipt of Prohibited Payments. If, notwithstanding the foregoing provisions of Sections 2, 4, 5 and 6, a Company that is owed Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets from the Distributing Company of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Administrative Agent and the Lenders as their respective interests may appear, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement.
Receipt of Prohibited Payments. If the Subordinated Creditor receives any payment in respect of the Subordinated Indebtedness that the Subordinated Creditor is not entitled to receive under the provisions of this Agreement, the Subordinated Creditor will hold the amount so received in trust for the Senior Lender and will forthwith turn over such payment to the Senior Lender in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to then‑existing Senior Indebtedness (whether or not due), in such manner of application as the Senior Lender may deem appropriate. If the Subordinated Creditor exercises any right of setoff or takes any other action which the Subordinated Creditor is not permitted to exercise or take under the provisions of this Agreement, the Subordinated Creditor will promptly pay over to the Senior Lender, in immediately available funds, an amount equal to the amount of the claims or obligations so offset or an amount equal to any amount recovered from any such action, as applicable. If the Subordinated Creditor fails to make any endorsement required under this Agreement, the Senior Lender is hereby irrevocably appointed as the attorney‑in‑fact (which appointment is coupled with an interest) for the Subordinated Creditor to make such endorsement in the Subordinated Creditor’s name. The turnover of any prohibited payments by the Subordinated Creditor to the Senior Lender pursuant to this Section 4 shall not limit or restrict any other claims, actions, rights or remedies which the Senior Lender may have against the Subordinated Creditor as a result of the Subordinated Creditor’s exercising any right or taking any action which is not permitted under the terms of this Agreement.
Receipt of Prohibited Payments. If, notwithstanding the foregoing provisions of Sections 2, 4, 5 and 6, a Company which is owed Intercompany Debt by a Distributing Company shall have received any payment or distribution of assets from the Distributing Company of any kind or character, whether in cash, property or securities, other than as expressly permitted by the terms of this Agreement, then and in such event such payment or distribution shall be held in trust for the benefit of the Guaranteed Creditors, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Agent for the benefit of the Guaranteed Creditors in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement.
Receipt of Prohibited Payments. If the Manager receives any payment on the Subordinated Obligations that it is not entitled to receive under the provisions of this Agreement, the Manager will hold the amount so received in trust for the Lender and will forthwith turn over such payment to the Lender in the form received (except for the endorsement of the Manager where necessary) for application to then-existing Senior Indebtedness (whether or not due). If the Manager fails to make any endorsement required under this Agreement, the Lender, or its officers or employees or agents, on behalf of the Lender, is hereby irrevocably appointed as the attorney-in-fact for the Manager to make such endorsement in the Manager’s name.
Receipt of Prohibited Payments. If, notwithstanding the foregoing provisions of Sections 2 and 3, an Intercompany Lender shall have received any payment or distribution of assets from an Intercompany Borrower of any kind or character (whether in cash, property or securities) in violation of this Agreement, then such payment or distribution shall be held in trust for the benefit of the Senior Debt Holders, shall be segregated from other funds and property held by such Intercompany Lender, and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash), or held as collateral for (in the case of noncash property or securities), the payment or prepayment of the Senior Obligations in accordance with the terms of the LC Credit Agreement.
Receipt of Prohibited Payments. Notwithstanding any other provision hereof, the Parent is entitled to retain and apply for its own purposes, each and every payment received by the Parent in accordance with the terms of this Subordination Agreement (and under no other conditions); provided, however, that such payment is received before actual receipt by the Parent of notice that a Borrower Default has occurred and is continuing. If the Parent receives any other payment on Subordinate Obligations, except as stated in the foregoing sentence, the Parent will hold the amount so received in trust for the Lender and will forthwith turn over such payment to the Lender in the form received (except for the endorsement of the Parent where necessary) for application to then-existing Senior Indebtedness (whether or not due), in such manner of application as set forth in the Loan Agreement. If the Parent exercises any right of setoff which the Parent is not permitted to exercise under the provisions of this Agreement, the Parent will promptly pay over to the Lender, in immediately available funds, an amount equal to the amount of the claims or obligations offset. If the Parent fails to make any endorsement required under this Agreement, the Lender, or any of its officers or employees or agents on behalf of the Lender, is hereby irrevocably appointed by the Parent as the attorney-in-fact (which appointment is coupled with an interest) for the Lender to make such endorsement in the Parent's name.
Receipt of Prohibited Payments. If, notwithstanding the foregoing provisions of Sections 2, 4, and 5, a Company which is owed Intercompany Indebtedness by a Distributing Company shall have received any payment or distribution of assets from the Distributing Company of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Administrative Agent and the Lenders, shall be segregated from other funds and property held by such Company, and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreement.
Receipt of Prohibited Payments. If the Creditor receives any payment on the Subordinated Indebtedness that the Creditor is not entitled to receive under the provisions of this Agreement, the Creditor will hold the amount so received in trust for the Bank and will forthwith turn over such payment to the Bank in the form received (except for the endorsement of the Creditor where necessary) for application to then-existing Bank Indebtedness (whether or not due), in such manner of application as the Bank may deem appropriate. In the event that the Creditor shall exercise any right of setoff which the Creditor is not permitted to exercise under the provisions of this Agreement, the Creditor will promptly pay over to the Bank, in immediately available funds, an amount equal to the amount of the claims or obligations offset. If the Creditor fails to make any endorsement required under this Agreement, the Bank, or any of its officers or employees or agents on behalf of the Bank, is hereby irrevocably appointed as the attorney-in-fact (which appointment is coupled with an interest) for the Creditor to make such endorsement in the Creditor's name.
Receipt of Prohibited Payments. If, notwithstanding the foregoing provisions of Sections 2, 4, 5 and 6, a CONSOL Loan Party which is owed Subordinated Indebtedness by a Distributing Company shall have received any payment or distribution of assets from the Distributing Company of any kind or character, whether in cash, property or securities, then and in such event such payment or distribution shall be held in trust for the benefit of the Administrative Agent and the Lenders as their respective interests may appear, shall be segregated from other funds and property held by such CONSOL Loan Party, and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Debt in accordance with the terms of the Credit Agreement, the other Loan Documents, the Specified Hedge Agreements and the Other Lender Provided Financial Service Products.
