Common use of Payment Over Clause in Contracts

Payment Over. (a) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of the 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 First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, for the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest.

Payment Over. (a) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof or payment with respect thereto (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of the 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 First Lien Obligations occurs, each of the Second Lien Note Holders Collateral Agent, for itself and the Third on behalf of each other Second Lien Collateral Note Holders Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, Secured Party for the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest.

Payment Over. (a) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof or payment with respect thereto (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), in contravention of Section 4.01 or otherwise in contravention not expressly permitted by the terms of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of the 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 First Lien Obligations occurs, each of the Second Lien Note Holders Collateral Agent, for itself and the Third on behalf of each other Second Lien Collateral Note Holders Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectivelySecured Party, for the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest.

Payment Over. (a) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof or payment with respect thereto (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement ) shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of the 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 First Lien Obligations occurs, each of the Second Lien Note Holders Collateral Agent, for itself and the Third on behalf of each other Second Lien Collateral Note Holders Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, Secured Party for the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest. For the avoidance of doubt, it is understood and agreed that this Section 4.02 shall not prohibit any mandatory prepayment of the Second Lien Obligations or any voluntary prepayment of the Second Lien Obligations, in each case, in accordance with the terms of the Second Lien Credit Agreement and permitted by the First Lien Credit Agreement, each as in effect on the date hereof (or as modified in accordance with the terms of this Agreement).

Payment Over. (a) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof or payment with respect thereto (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), including all funds received in respect of post-petition interest or fees and expenses, received by each of the Second Lien Collateral Administrative Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) or as a result of any distribution of or in respect of any Collateral or under a plan of reorganization upon or in any Insolvency Proceeding with respect to the Collateralany Grantor, or in connection with the application of any insurance policy claim Collateral (or proceeds thereof) to the payment thereof or any condemnation award distribution of Collateral (or deed in lieu proceeds thereof) upon the liquidation or dissolution of condemnation)any Grantor, or otherwise in contravention of this Agreement shall be segregated and held in trust for the benefit of the First Lien Secured Parties and forthwith transferred or paid over to the First Lien Collateral Administrative Agent for the benefit of the 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 First Lien Obligations occurs, each of the Second Lien Note Holders Administrative Agent, for itself and the Third on behalf of each other Second Lien Collateral Note Holders Secured Party, hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, Secured Party for the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Lien Collateral Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest.

Payment Over. (a) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof or payment with respect thereto (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the Second Lien Collateral Administrative Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, or in connection with other than any insurance policy claim payment made by a Grantor to the Second Lien Administrative Agent or any condemnation award (or deed in lieu other Second Lien Secured Party that is permitted by the second sentence of condemnationSection 4.01(a), or otherwise in contravention of this Agreement shall be segregated and held in trust for the benefit of the First Lien Secured Parties and forthwith transferred or paid over to the First Lien Collateral Administrative Agent for the benefit of the 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 First Lien Obligations occurs, each of the Second Lien Note Holders Administrative Agent, for itself and the Third on behalf of each other Second Lien Collateral Note Holders Secured Party, hereby appoints the First Lien Collateral Administrative Agent, and any officer or agent of the First Lien Collateral Administrative Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, Secured Party for the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Lien Collateral Administrative Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest.

Payment Over. (a) So long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or any Collateral, or any net proceeds thereof or payment with respect thereto (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of the 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 First Lien Obligations occurs, each of the Second Lien Note Holders Collateral Agent, for itself and the Third on behalf of each other Second Lien Collateral Note Holders Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, Secured Party for the limited purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02Section, which appointment is irrevocable and coupled with an interest. Notwithstanding anything in this Agreement or any other agreement, including the First Lien Loan Documents, to the contrary, any prepayment of the Second Lien Obligations made pursuant to the provisions of the PERL First Lien Loan Documents is permitted and shall reduce the Second Lien Obligations.

Payment Over. (a) So long as the Discharge of First Priority Lien Obligations has not occurred, any payment or distribution or any Collateral, or any proceeds thereof or payment with respect thereto (together with assets assets, property or proceeds subject to Liens referred to in the final sentence of Section 2.032.4), received by each of the Second Parity Junior Lien Collateral Agent or any other Second holder of Parity Junior Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party Obligations in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), ) or otherwise with respect to the Collateral, in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Priority Lien Collateral Agent for the benefit of the First holders of Priority Lien Secured Parties Obligations 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 First Priority Lien Obligations occurs, each of the Second Lien Note Holders and the Third Parity Junior Lien Collateral Note Holders Agent, for itself and on behalf of each other holder of Parity Junior Lien Obligations, hereby appoints the First Priority Lien Collateral Agent, and any officer officer, agent or agent other designee of the First Priority Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, such Person for the purpose of carrying out the provisions of this Section 4.02 2.11 and taking any action and executing any instrument that the First Priority Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.022.11, which appointment is irrevocable and coupled with an interest.

Payment Over. (a) So long as Until the Senior Discharge of First Lien Obligations has not occurredDate, each Indenture Secured Party (other than the Indenture Agent) hereby agrees that any payment or distribution or any Collateral, Credit Facility Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final penultimate sentence of Section 2.03), ) received directly or indirectly by each of the Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien such Indenture Secured Party in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Intercreditor Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Administrative Agent for the benefit of the First Lien Credit Facility 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 Senior Discharge Date, the Indenture Agent hereby agrees that any Credit Facility Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the penultimate sentence of First Lien Obligations occursSection 2.03) received directly or indirectly by the Indenture Agent (w) in connection with any Disposition of, each or collection on, such Credit Facility Collateral upon any Enforcement Action, (x) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) or (y) as contemplated under Sections 2.03, 3.02, 3.05, 6.01 or 6.02 (whether as a matter of law or otherwise), shall be segregated and held in trust and forthwith transferred or paid over to the Administrative Agent for the benefit of the Second Lien Note Holders Credit Facility Secured Parties in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. In the event of the failure of the Indenture Agent or any Indenture Secured Party to make any such endorsement or assignment to the Administrative Agent within two (2) Business Days after receipt of written request therefor from the Administrative Agent, the Administrative Agent and any of its officers or agents are hereby irrevocably authorized to make such endorsement or assignment and the Third Lien Collateral Note Holders Indenture Agent hereby irrevocably appoints the First Lien Collateral Agent, and any officer or agent Administrative Agent as the lawful attorney in fact of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder Indenture Agent and Third Lien Note Holder, respectively, Indenture Secured Parties solely for the purpose of carrying out enabling the provisions Administrative Agent to make such endorsement or assignment in the name of this Section 4.02 and taking the Indenture Agent or any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interestIndenture Secured Party.

Payment Over. (a) So long as the Discharge of First Lien Senior Obligations has not occurred, any Collateral or proceeds thereof or any payment or distribution or any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the Second Lien Collateral Junior Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien Junior Secured Party (i) in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, or (ii) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), (iii) in connection with any Disposition of, or otherwise in contravention realization on, the Collateral (including any such Disposition pursuant to Section 363 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law), (iv) during the existence and continuation of a Senior Payment Default or a Payment Blockage Period, or (v) under any other circumstances whatsoever that are not permitted under this Agreement Agreement, shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Agent Senior Agents for the benefit of the First Lien Senior Secured Parties (allocated in the manner provided for in the GE Capital/Xxxxxxx Intercreditor Agreement) in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge The Junior Agent, for itself and on behalf of First Lien Obligations occurseach other Junior Secured Party, hereby appoints each of the Second Lien Note Holders Term A Agent and the Third Lien Collateral Note Holders hereby appoints the First Lien Collateral Revolver Agent, severally and not jointly, and any officer of their respective officers or agent of the First Lien Collateral Agentagents, with full power of substitution, as the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, Junior Secured Party for the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Lien Collateral any such Senior Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02Section, which appointment is irrevocable and coupled with an interest.

Payment Over. (a) So Except as provided in Section 3.03, so long as the Discharge of First Lien Obligations has not occurred, any payment or distribution or of any Collateral, or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by each of the Second Lien Collateral Agent or any other Second Lien Secured Party, or Third Lien Collateral Agent or any other Third Lien Secured Party in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of the 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 First Lien Obligations occurs, each of the Second Lien Note Holders and the Third Lien Collateral Note Holders hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Note Holder and Third Lien Note Holder, respectively, for the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest.