Common use of Payments Over Clause in Contracts

Payments Over. Any Common Collateral or proceeds thereof received by any Second-Priority Agent or any Second-Priority Secured Party in connection with the exercise of any right or remedy (including setoff) relating to the Common Collateral in contravention of this Agreement shall be segregated and held in trust for the benefit of and forthwith paid over to the Intercreditor Agent (and/or its designees) for the benefit of the applicable Senior Lenders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Intercreditor Agent is hereby authorized to make any such endorsements as agent for any Second-Priority Agent or any such Second-Priority Secured Party. This authorization is coupled with an interest and is irrevocable.

Payments Over. Any Common Collateral or proceeds thereof received by any Second-Priority Agent or any Second-Priority Secured Party in connection with the exercise of any right or remedy (including setoff) relating to the Common Collateral in contravention of this Agreement prior to the Discharge of Senior Lender Claims shall be segregated and held in trust for the benefit of and forthwith paid over to the Intercreditor Agent (and/or its designees) for the benefit of the applicable Senior Lenders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Intercreditor Agent is hereby authorized to make any such endorsements as agent for any Second-Priority Agent or any such Second-Priority Secured Party. This authorization is coupled with an interest and is irrevocable.

Payments Over. Any Common Shared Collateral or proceeds Proceeds thereof received by any Second-Priority Agent Second Lien Authorized Representative or any Second-Priority Second Lien Secured Party in connection with the exercise of any right or remedy (including setoff) relating to the Common Shared Collateral in contravention of this Agreement shall be segregated and held in trust for the benefit of and forthwith paid over to the Intercreditor First Lien Collateral Agent (and/or its designees) for the benefit of the applicable Senior Lenders First Lien Secured Parties in the same form as received, with any necessary endorsements endorsements, or as a court of competent jurisdiction may otherwise direct. The Intercreditor First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for any Second-Priority Agent each Second Lien Authorized Representative or any such Second-Priority Second Lien Secured Party. This authorization is coupled with an interest and is irrevocable.