Common use of Payment Over Clause in Contracts

Payment Over. (a) So long as the Discharge of First Priority Claims has not occurred, any Shared Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03(a)) knowingly received by any Second Priority Secured Party in connection with any Disposition of, or collection on, such Shared Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Shared Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and forthwith transferred or paid over to the First Priority Agent for the benefit of the First Priority Secured Parties in the same form as received, without recourse, representation or warranty (other than a representation of the Second Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Priority Claims occurs, the Second Priority Agent, for itself and on behalf of each other Second Priority Secured Party, hereby appoints the First Priority Agent, and any officer or agent of the First Priority Agent, with full power of substitution, the attorney-in-fact of each Second Priority Secured Party for the purpose of carrying out the provisions of this Section 4.02(a) and taking any action and executing any instrument that the First Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02(a), which appointment is irrevocable and coupled with an interest.

Payment Over. (a) So long as the Discharge of First Priority Claims Super Senior Secured Obligations has not occurred, any Shared Collateral Collateral, or any proceeds Proceeds thereof or payment in connection therewith or on account thereof (together with assets or proceeds Proceeds subject to Liens referred to in the final sentence of Section 2.03(a2.04 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)) knowingly , received by the First Lien Representative or any Second Priority 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 Disposition of, or collection on, such Shared Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Shared CollateralEnforcement 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 forthwith promptly transferred or paid over to the First Priority Agent Super Senior Representative for the benefit of the First Priority Super Senior Secured Parties in the same form as received, without recourse, representation or warranty (other than a representation of the Second Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Priority Claims Super Senior Secured Obligations occurs, the Second Priority AgentFirst Lien Representative, for itself and on behalf of each other Second Priority First Lien Secured Party, hereby appoints the First Priority AgentSuper Senior Representative, and any officer or agent of the First Priority AgentSuper Senior Representative, with full power of substitution, the attorney-in-fact of each Second Priority First Lien Secured Party for the purpose of carrying out the express provisions of this Section 4.02(a) 4.02 and taking any action and executing any instrument that the First Priority Agent may deem Super Senior Representative reasonably deems necessary or advisable to accomplish the purposes of this Section 4.02(a)4.02, which appointment is irrevocable and coupled with an interest.

Payment Over. (a) So long as the Discharge of First Priority Claims has not occurred, any Shared Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03(a)2.03) knowingly received by any Second Priority Secured Party in connection with any Disposition of, or collection on, such Shared Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Shared Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and forthwith transferred or paid over to the First Priority Agent for the benefit of the First Priority Secured Parties in the same form as received, without recourse, representation or warranty (other than a representation of the Second Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Priority Claims occurs, the Second Priority AgentSupplier, for itself and on behalf of each other Second Priority Secured Party, hereby appoints the First Priority Agent, and any officer or agent of the First Priority Agent, with full power of substitution, the attorney-in-fact of each Second Priority Secured Party for the purpose of carrying out the provisions of this Section 4.02(a) 4.02 and taking any action and executing any instrument that the First Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02(a)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. (a) So long as the Discharge of First Priority Claims has not occurred, any Shared Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03(a)) knowingly received by the Second Priority Agent or any other Second Priority Secured Party or the Third Priority Agent or any other Third Priority Secured Party in connection with any Disposition of, or collection on, such Shared Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Shared Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and forthwith transferred or paid over to the First Priority Agent for the benefit of the First Priority Secured Parties in the same form as received, without recourse, representation or warranty (other than a representation of the Second Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Priority Claims occurs, the Second Priority Agent, for itself and on behalf of each other Second Priority Secured Party, and the Third Priority Agent, for itself and on behalf of each other Third Priority Secured Party hereby appoints the First Priority Agent, and any officer or agent of the First Priority Agent, with full power of substitution, the attorney-in-fact of each Second Priority Secured Party and each Third Priority Secured Party for the purpose of carrying out the provisions of this Section 4.02(a) and taking any action and executing any instrument that the First Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02(a), which appointment is irrevocable and coupled with an interest.

Payment Over. (a) So long as the Discharge of First Priority Claims Lien Obligations has not occurred, any Shared Collateral 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(a2.03)) knowingly , received by the Second Lien Collateral Agent or any other Second Priority Lien Secured Party in connection with any Disposition of, or collection on, such Shared Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Shared Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), 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 Priority Lien Secured Parties in the same form as received, without recourse, representation or warranty (other than a representation of the Second Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Priority Claims occursLien Obligations has occurred, the Second Priority Lien Collateral Agent, for itself and on behalf of each other Second Priority Lien Secured Party, hereby appoints the First Priority Lien Collateral Agent, and any officer or agent of the First Priority Lien Collateral Agent, with full power of substitution, as the attorney-in-fact of each Second Priority Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.02(a) and taking any action and executing any instrument that the First Priority Lien Collateral Agent may deem in good xxxxx xxxx necessary or advisable to accomplish the purposes of this Section 4.02(a)Section, which appointment is irrevocable and coupled with an interest. SECTION 4.03.

Payment Over. (a) So long as the Discharge of First Priority Claims Lien Secured Obligations has not occurred, any Shared Collateral Collateral, or any proceeds Proceeds thereof or payment in connection therewith or on account thereof (together with assets or proceeds Proceeds subject to Liens referred to in the final sentence of Section 2.03(a2.04 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)) knowingly , received by the Second Lien Representative or any other Second Priority Lien Secured Party as a distribution or recovery in any Insolvency or Liquidation Proceeding (other than any post-petition amounts received by the Second Lien Secured Parties as contemplated by Section 6.04(b) or Reorganization Securities), or in connection with any Disposition of, or collection on, such Shared Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Shared CollateralEnforcement Action, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and forthwith promptly transferred or paid over to the First Priority Agent Lien Representative for the benefit of the First Priority Lien Secured Parties in the same form as received, without recourse, representation or warranty (other than a representation of the Second Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Priority Claims Lien Secured Obligations occurs, the Second Priority AgentLien Representative, for itself and on behalf of each other Second Priority Lien Secured Party, hereby appoints the First Priority AgentLien Representative, and any officer or agent of the First Priority AgentLien Representative, with full power of substitution, the attorney-in-fact of each Second Priority Lien Secured Party for the purpose of carrying out the express provisions of this Section 4.02(a) 4.02 and taking any action and executing any instrument that the First Priority Agent may deem Lien Representative reasonably deems necessary or advisable to accomplish the purposes of this Section 4.02(a)4.02, which appointment is irrevocable and coupled with an interest.

Payment Over. (a) So long as the Discharge of First Priority Claims Lien Obligations has not occurred, any Shared Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03(a)) knowingly thereof, received by the Second Lien Collateral Agent or any other Second Priority Lien Secured Party in connection with any Disposition of, or collection on, such Shared Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Shared Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), in each case, in respect of any 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 Priority Lien Secured Parties for application against the First Lien Obligations in the same form as received, without recourse, representation or warranty (other than a representation of the Second Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Priority Claims Lien Obligations occurs, the Second Priority Lien Collateral Agent, for itself and on behalf of each other Second Priority Lien Secured Party, hereby appoints the First Priority Lien Collateral Agent, and any officer or agent of the First Priority Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Priority Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.02(a) and taking any action and executing any instrument that the First Priority Lien Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Section 4.02(a), which appointment is irrevocable and coupled with an interest.

Payment Over. (a) So long as the Discharge of First Priority Claims Lien Obligations has not occurred, any Shared Collateral 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(a2.03)) knowingly , received by the Second Lien Collateral Agent or any other Second Priority Lien Secured Party in connection with any Disposition of, or collection on, such Shared Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Shared Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), 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 Priority Lien Secured Parties in the same form as received, without recourse, representation or warranty (other than a representation of the Second Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Priority Claims Lien Obligations occurs, the Second Priority Lien Collateral Agent, for itself and on behalf of each other Second Priority Lien Secured Party, hereby appoints the First Priority Lien Collateral Agent, and any officer or agent of the First Priority Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Priority Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.02(a) 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 4.02(a)Section, which appointment is irrevocable and coupled with an interest.

Payment Over. (a) So long as the Discharge of First Priority Claims Lien Obligations has not occurred, any Shared Collateral 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(a2.03)) knowingly , received by the Second Lien Collateral Agent or any other Second Priority Lien Secured Party in connection with any Disposition of, or collection on, such Shared Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Shared Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), 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 Priority Lien Secured Parties in the same form as received, without recourse, representation or warranty (other than a representation of the Second Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Priority Claims occursLien Obligations has occurred, the Second Priority Lien Collateral Agent, for itself and on behalf of each other Second Priority Lien Secured Party, hereby appoints the First Priority Lien Collateral Agent, and any officer or agent of the First Priority Lien Collateral Agent, with full power of substitution, as the attorney-in-fact of each Second Priority Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.02(a) and taking any action and executing any instrument that the First Priority Lien Collateral Agent may deem in good xxxxx xxxx necessary or advisable to accomplish the purposes of this Section 4.02(a)Section, which appointment is irrevocable and coupled with an interest.

Payment Over. (a) So long as the Discharge of First Priority Claims has not occurred, any Shared Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03(a)2.03) knowingly received by any Second Priority Secured Party in connection with any Disposition of, or collection on, such Shared Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Shared Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and forthwith transferred or paid over to the First Priority Agent for the benefit of the First Priority Secured Parties in the same form as received, without recourse, representation or warranty (other than a representation of the Second Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Priority Claims occurs, the Second Priority AgentSupplier, for itself and on behalf of each other Second Priority Secured Party, hereby appoints the First Priority Agent, and any officer or agent of the First Priority Agent, with full power of substitution, the attorney-in-fact of each Second Priority Secured Party for the purpose of carrying out the provisions of this Section 4.02(a) 4.02 and taking any action and executing any instrument that the First Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02(a)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. (a) So long as the Discharge of First Priority Claims has not occurred, any Shared Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03(a)2.03) knowingly received by any Second Priority Secured Party in connection with any Disposition of, or collection on, such Shared Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Shared Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and forthwith transferred or paid over to the First Priority Agent for the benefit of the First Priority Secured Parties in the same form as received, without recourse, representation or warranty (other than a representation of the Second Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Priority Claims occurs, the Second Priority AgentABDC, for itself and on behalf of each other Second Priority Secured Party, hereby appoints the First Priority Agent, and any officer or agent of the First Priority Agent, with full power of substitution, the attorney-in-fact of each Second Priority Secured Party for the purpose of carrying out the provisions of this Section 4.02(a) 4.02 and taking any action and executing any instrument that the First Priority Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02(a)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. (a) So long as the Discharge of First Priority Claims Lien Obligations has not occurred, any Shared Collateral or any proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.03(a)) knowingly received by the Second Lien Collateral Agent or any other Second Priority Lien Secured Party in connection with any Disposition of, or collection on, such Shared Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Shared Collateral, or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), in each case, in respect of any 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 Priority Lien Secured Parties for application against the First Lien Obligations in the same form as received, without recourse, representation or warranty (other than a representation of the Second Priority Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Priority Claims Lien Obligations occurs, the Second Priority Lien Collateral Agent, for itself and on behalf of each other Second Priority Lien Secured Party, hereby appoints the First Priority Lien Collateral Agent, and any officer or agent of the First Priority Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Priority Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.02(a) and taking any action and executing any instrument that the First Priority Lien Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Section 4.02(a), which appointment is irrevocable and coupled with an interest.