Common use of Payments Over Clause in Contracts

Payments Over. (a) So long as the Discharge of Senior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 3.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Junior Lien Representative, Junior Lien Collateral Agent or any other Junior Lien Claimholder in connection with any Collateral Enforcement Action or other exercise of any right or remedy relating to the Collateral or the Restricted Assets, in all cases shall be segregated and held in trust and forthwith paid over to the Designated Senior Lien Collateral Agent for the benefit of the Senior Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct. The Designated Senior Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Junior Lien Representatives, Junior Lien Collateral Agents or any such other Junior Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior Lien Obligations.

Payments Over. (a) So long as the Discharge of Senior First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Parent, the CompanyCompany or any other Grantor, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph final sentence of Section 3.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated2.3) received by any Junior Lien Representative, Junior the Second Lien Collateral Agent or any other Junior Second Lien Claimholder Claimholders in connection with any Collateral Enforcement Action or other the exercise of any right or remedy (including, without limitation, set-off, recoupment or counterclaim) relating to the Collateral, and any Notes Payments or distributions received by the Second Lien Collateral Agent or any Second Lien Claimholder from any source (whether from the Restricted AssetsNotes Issuer, any Grantor or any other Person) that were not then permitted to be made to the Second Lien Collateral Agent or any Second Lien Claimholder pursuant to Section 8 of this Agreement, shall, in all cases shall each case, be segregated and held in trust and forthwith immediately paid over to the Designated Senior First Lien Collateral Agent for the benefit of the Senior First Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct. The Designated Senior First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Junior Lien Representatives, Junior Second Lien Collateral Agents Agent or any such other Junior Second Lien ClaimholderClaimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior First Lien Obligations.”

Payments Over. (a) So long as the Discharge of Unless and until all Senior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has shall have been commenced by or against the Companypaid in full, any Senior Obligations Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 3.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) payment received by any the Junior Lien Representative, Junior Lien Collateral Agent or any other Junior Lien Claimholder Obligations Secured Party (by its acceptance of the benefits of the Junior Documents, so agreeing) from proceeds of the Senior Obligations Collateral in connection with any Collateral Enforcement Action or other exercise contravention of any right or remedy relating to the Collateral or the Restricted Assets, in all cases this Agreement shall be segregated and held in trust and forthwith paid over to the Designated Senior Lien Collateral Agent for the benefit of the Senior Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct. The Designated Senior Lien Collateral Agent is hereby authorized to make any and all such endorsements as agent for the Junior Lien Representatives, Junior Lien Collateral Agents Agent or any such other Junior Lien ClaimholderObligations Secured Party. This authorization is coupled with an interest and is irrevocable until irrevocable, and is in addition to the Discharge rights of the Senior Lien Obligations.Collateral Agent under Section 5.5; provided, however, that nothing in this Section 4.1 shall be construed to impair the right of the Junior Obligations Secured Parties to receive payments of principal, interest, fees and other amounts in respect of the Junior Obligations as provided for in the applicable Junior Credit Agreement and the Notes referred to in the applicable Junior Credit Agreement, and to enforce the making of such payments by bringing suit at law (but not, except as provided in Section 3.1(a)(i) above, to exercise any rights in respect of the Liens of the Junior Collateral Agent on the Senior Obligations Collateral) with respect to any unpaid amounts of such payments. Express – Intercreditor Agreement

Payments Over. (a) So long as the Discharge of Senior Lien Term Loan Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Companyany New Grantor, any Term Loan Priority Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 3.3 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Junior Lien Representative, Junior Lien the Pari Passu Collateral Agent or any other Junior Lien ABL Claimholder in connection with any Collateral Enforcement Action or other exercise of any right or remedy relating to the Collateral or the Restricted AssetsTerm Loan Priority Collateral, less any reasonable out-of-pocket expenses incurred in connection with such Enforcement Action, in all cases shall be segregated and held in trust and forthwith paid over to the Designated Senior Lien Term Loan Collateral Agent for the benefit of the Senior Lien Term Loan Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct. The Designated Senior Lien Term Loan Collateral Agent is hereby authorized to make any such endorsements as agent for the Junior Lien Representatives, Junior Lien Pari Passu Collateral Agents Agent or any such other Junior Lien ABL Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior Lien Term Loan Obligations.

Payments Over. (a) So long as the Discharge of Senior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 3.3 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated, but excluding any debt obligations of the reorganized debtor distributed as contemplated by Section 6) received by any Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder in connection with any Collateral Enforcement Action or other exercise of any right or remedy relating to the Collateral or the Restricted AssetsCollateral, less any reasonable out-of-pocket expenses incurred in connection with such Enforcement Action, in all cases shall be segregated and held in trust and forthwith paid over to the Designated Applicable Senior Lien Collateral Agent for the benefit of the Applicable Senior Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct. The Designated Applicable Senior Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Junior Lien Representatives, Junior Lien Collateral Agents or any such other Junior Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior Lien Obligations.

Payments Over. (a) So long as the Discharge of Senior Lien Obligations Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company, any Common Collateral or any proceeds thereof, Restricted Assets or proceeds Proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 3.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any the Junior Lien RepresentativeTrustee, the Junior Lien Collateral Agent or any other Junior Lien Claimholder Creditor in connection with any Collateral Enforcement Action or other the exercise of any right or remedy (including set-off) relating to the Common Collateral or the Restricted Assets, in all cases contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Designated Senior Lien Collateral Agent for the benefit of the Senior Lien Claimholders Creditors in the same form as received, with any necessary endorsements (which endorsements or as a court of competent jurisdiction may otherwise direct. If any Lien on Common Collateral for First-Lien Indebtedness is void or voidable and the Lien on the same Common Collateral of the Junior Trustee, the Junior Collateral Agent or any Junior Creditor is not void or voidable, the Proceeds of such Lien received by the Junior Trustee, the Junior Collateral Agent or any Junior Creditor shall be without recourse segregated and without held in trust and forthwith paid over to the Senior Collateral Agent for the benefit of the Senior Creditors in the same form as received, with any representations or warranties) necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Designated Senior Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Junior Lien RepresentativesTrustee, the Junior Lien Collateral Agents Agent or any such other Junior Lien ClaimholderCreditor. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior Lien Obligationsirrevocable.

Payments Over. (a) So long as the Discharge of Senior Lien ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the CompanyParent Borrower or any other Grantor, any ABL Priority Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 3.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Senior Term Collateral Agent or any other Senior Term Claimholders or any Junior Lien Representative, Junior Lien Term Collateral Agent or any other Junior Lien Claimholder Term Claimholders in connection with any Collateral Enforcement Action or other exercise of any right or remedy relating to the ABL Priority Collateral or the Restricted Assets, (less any reasonable out of pockets costs and expenses incurred in connection with any such Enforcement Action) in all cases shall be segregated and held in trust and forthwith paid over to the Designated Senior Lien ABL Collateral Agent for the benefit of the Senior Lien ABL Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct. The Designated Senior Lien ABL Collateral Agent is hereby authorized to make any such endorsements as agent for the Junior Lien Representatives, Junior Lien Senior Term Collateral Agents Agent or any such other Senior Term Claimholders or the Junior Term Collateral Agent or any other Junior Lien ClaimholderTerm Claimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior Lien ABL Obligations.

Payments Over. (a) So long as the Discharge of Senior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the CompanyCompany or any other Grantor, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second third to last paragraph of Section 3.3 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Junior Lien Representative, the Junior Lien Collateral Agent or any other Junior Lien Claimholder in connection with any Collateral Enforcement Action or other exercise of any right or remedy relating to the Collateral or the Restricted AssetsCollateral, less any reasonable out-of-pocket expenses incurred in connection with such Enforcement Action, in all cases shall be segregated and held in trust and forthwith paid over to the Designated Senior Lien Collateral Agent for the benefit of the Senior Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct. The Designated Senior Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Junior Lien Representatives, Junior Lien Collateral Agents Agent or any such other Junior Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior Lien Obligations.Obligations.‌

Payments Over. (a) So long as the Discharge of Senior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the CompanyCompany or any other Grantor, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 3.3 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Junior Lien Representative, the Junior Lien Collateral Agent or any other Junior Lien Claimholder in connection with any Collateral Enforcement Action or other exercise of any any‌ right or remedy relating to the Collateral or the Restricted Assets, less any reasonable out-of-pocket expenses incurred in connection with such Enforcement Action, in all cases shall be segregated and held in trust and forthwith paid over to the Designated Senior Lien Collateral Agent for the benefit of the Senior Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct. The Designated Senior Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Junior Lien Representatives, Junior Lien Collateral Agents Agent or any such other Junior Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior Lien Obligations.

Payments Over. (a) So long as the Discharge of Senior Lien ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the CompanyABL Grantor, any ABL Priority Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 3.3 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Junior Lien Representative, Junior Lien the Term Loan Collateral Agent or any other Junior Lien Term Loan Claimholder in connection with any Collateral Enforcement Action or other exercise of any right or remedy relating to the Collateral or the Restricted AssetsABL Priority Collateral, less any reasonable out-of-pocket expenses incurred in connection with such Enforcement Action, in all cases shall be segregated and held in trust and forthwith paid over to the Designated Senior Lien Collateral either ABL Agent for the benefit of the Senior Lien ABL Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct. The Designated Senior Lien Collateral Either ABL Agent is hereby authorized to make any such endorsements as agent for the Junior Lien Representatives, Junior Lien Term Loan Collateral Agents Agent or any such other Junior Lien Term Loan Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior Lien ABL Obligations.

Payments Over. (a) So long as the Discharge of Senior Lien ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Companyany ABL Grantor, any ABL Priority Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 3.3 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Junior Lien Representative, Junior Lien the Term Loan Collateral Agent or any other Junior Lien Term Loan Claimholder in connection with any Collateral Enforcement Action or other exercise of any right or remedy relating to the Collateral or the Restricted AssetsABL Priority Collateral, less any reasonable out-of-pocket expenses incurred in connection with such Enforcement Action, in all cases shall be segregated and held in trust and forthwith paid over to the Designated Senior Lien ABL Collateral Agent for the benefit of the Senior Lien ABL Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct. The Designated Senior Lien ABL Collateral Agent is hereby authorized to make any such endorsements as agent for the Junior Lien Representatives, Junior Lien Term Loan Collateral Agents Agent or any such other Junior Lien Term Loan Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior Lien ABL Obligations.

Payments Over. (a) So long as the Discharge of Senior First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the CompanyCompany or any other Grantor, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 3.3 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received in contravention of this Agreement by any Junior Lien Representative, Junior the Second Lien Collateral Agent Trustee or any other Junior Second Lien Claimholder in connection with any Collateral Enforcement Action or other exercise of any right or remedy relating to the Collateral or the Restricted AssetsCollateral, less any reasonable out-of-pocket expenses incurred in connection with such Enforcement Action, in all cases shall be segregated and held in trust and forthwith paid over to the Designated Senior First Lien Collateral Administrative Agent for the benefit of the Senior First Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct. The Designated Senior First Lien Collateral Administrative Agent is hereby authorized to make any such endorsements as agent for the Junior Lien Representatives, Junior Second Lien Collateral Agents Trustee or any such other Junior Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior First Lien Obligations.

Payments Over. (a) So Subject to Section 3.5, so long as the Discharge of Senior Prior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the CompanyHoldings or any other Grantor, any Subordinated Lien Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 3.3 and any assets Subordinated Lien Collateral or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Junior Lien Representative, Junior Subordinated Lien Collateral Agent or any other Junior Subordinated Lien Claimholder Claimholders in connection with any Collateral Enforcement Action or other exercise of any right or remedy relating to the Subordinated Lien Collateral or the Restricted Assets, (less any reasonable out of pockets costs and expenses incurred in connection with any such enforcement Action) in all cases shall be segregated and held in trust and forthwith paid over to the Designated Senior Prior Lien Collateral Agent for the benefit of the Senior Prior Lien Claimholders (and, if there is more than one Prior Lien Collateral Agent, the Prior Lien Collateral Agent that is the Designated ABL Collateral Agent or Designated Fixed Asset Collateral Agent, as applicable) in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct. The Designated Senior Each Prior Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Junior Lien Representatives, Junior Subordinated Lien Collateral Agents Agent or any such other Junior Subordinated Lien ClaimholderClaimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior Prior Lien Obligations.

Payments Over. (a) So Subject to Section 3.5, so long as the Discharge of Senior Prior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the CompanyBorrower or any other Grantor, any Subordinated Lien Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 3.3 and any assets Subordinated Lien Collateral or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Junior Lien Representative, Junior Subordinated Lien Collateral Agent or any other Junior Subordinated Lien Claimholder Claimholders in connection with any Collateral Enforcement Action or other exercise of any right or remedy relating to the Subordinated Lien Collateral (less any reasonable out of pockets costs and expenses incurred in connection with any such Enforcement Action) or the Restricted Assets, otherwise in contravention of this Agreement in all cases shall be segregated and held in trust and forthwith paid over to the Designated Senior Prior Lien Collateral Agent for the benefit of the Senior Prior Lien Claimholders (and, if there is more than one Prior Lien Collateral Agent, the Prior Lien Collateral Agent that is an ABL Collateral Agent or Designated Fixed Asset Collateral Agent, as applicable) in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct. The Designated Senior Each Prior Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Junior Lien Representatives, Junior Subordinated Lien Collateral Agents Agent or any such other Junior Subordinated Lien ClaimholderClaimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior Prior Lien Obligations.

Payments Over. (a) So long as the Discharge of Senior Prior Lien Obligations has not occurredoccurred and subject to Section 3.4, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the CompanyCompany or any other Grantor, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph final sentence of Section 3.3 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Junior Lien Representative, Junior Subordinated Lien Collateral Agent or any other Junior Subordinated Lien Claimholder Claimholders in connection with any Collateral Enforcement Action or other exercise of any right or remedy relating to the Collateral or the Restricted AssetsCollateral, in all cases each case, in contravention of this Agreement shall be segregated and held in trust and forthwith Table of Contents paid over to the Designated Senior Prior Lien Collateral Agent for the benefit of the Senior Prior Lien Claimholders (and, if there is more than one Prior Lien Collateral Agent, the Prior Lien Collateral Agent that is the Designated ABL Collateral Agent or Designated Fixed Asset Collateral Agent, as applicable) in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct. The Designated Senior Each Prior Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Junior Lien Representatives, Junior Subordinated Lien Collateral Agents Agent or any such other Junior Subordinated Lien ClaimholderClaimholders. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior Prior Lien Obligations.

Payments Over. (a) So long as the Discharge of Unless and until all Senior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has shall have been commenced by or against the Companypaid in full, any Senior Obligations Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 3.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) payment received by any the Junior Lien Representative, Junior Lien Collateral Agent or any other Junior Lien Claimholder Obligations Secured Party (by its acceptance of the benefits of the Junior Documents, so agreeing) from proceeds of the Senior Obligations Collateral in connection with any Collateral Enforcement Action or other exercise contravention of any right or remedy relating to the Collateral or the Restricted Assets, in all cases this Agreement shall be segregated and held in trust and forthwith paid over to the Designated Senior Lien Collateral Agent for the benefit of the Senior Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct. The Designated Senior Lien Collateral Agent is hereby authorized to make any and all such endorsements as agent for the Junior Lien Representatives, Junior Lien Collateral Agents Agent or any such other Junior Lien ClaimholderObligations Secured Party. This authorization is coupled with an interest and is irrevocable until irrevocable, and is in addition to the Discharge rights of the Senior Lien ObligationsCollateral Agent under Section 5.5; provided, however, that nothing in this Section 4.1 shall be construed to impair the right of the Junior Obligations Secured Parties to receive payments of principal, interest, fees and other amounts in respect of the Junior Obligations as provided for in the applicable Junior Credit Agreement and the Notes referred to in the applicable Junior Credit Agreement, and to enforce the making of such payments by bringing suit at law (but not, except as provided in Section 3.1(a)(i) above, to exercise any rights in respect of the Liens of the Junior Collateral Agent on the Senior Obligations Collateral) with respect to any unpaid amounts of such payments.

Payments Over. (a) So long as the Discharge of Senior First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Companyany Grantor, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 3.3 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated, but excluding any debt obligations of the reorganized debtor distributed as contemplated by Section 6.6) received by any Junior Second Lien Representative, Junior Second Lien Collateral Agent or any other Junior Second Lien Claimholder in connection with any Collateral Enforcement Action or other exercise of any right or remedy relating to the Collateral or the Restricted AssetsCollateral, less any reasonable out-of-pocket expenses incurred in connection with such Enforcement Action, in all cases shall be segregated and held in trust and forthwith paid over to the Designated Senior First Lien Collateral Agent for the benefit of the Senior First Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct. The Designated Senior First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Junior Second Lien Representatives, Junior Second Lien Collateral Agents or any such other Junior Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior First Lien Obligations.

Payments Over. (a) So long as the Discharge of Senior First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the CompanyCompany or any other Grantor, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 3.3 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Junior Second Lien Representative, Junior Second Lien Collateral Agent or any other Junior Second Lien Claimholder in connection with any Collateral Enforcement Action or other exercise of any right or remedy relating to the Collateral or the Restricted Assets, Assets in all cases shall be segregated and held in trust and forthwith paid over to the Designated Senior First Lien Collateral Agent for the benefit of the Senior First Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct. The Designated Senior First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Junior Second Lien Representatives, Junior Second Lien Collateral Agents or any such other Junior Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior First Lien Obligations.

Payments Over. (a) So long as the Discharge of Senior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 3.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Junior Lien Representative, Junior Lien Collateral Agent or any other Junior Lien Claimholder in connection with any Collateral Enforcement Action or other exercise of any right or remedy relating to the Collateral or the Restricted Assets, in all cases shall be segregated and held in trust and forthwith paid over to the Designated Senior Lien Collateral Agent for the benefit of the Senior Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct. The Designated Senior Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Junior Lien Representatives, Junior Lien Collateral Agents or any such other Junior Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior Lien Obligations.