Common use of Incorrect Payments Clause in Contracts

Incorrect Payments. If any payment or distribution on account of the Junior Debt not permitted to be made by Borrower or Owner or received by Junior Creditor under this Agreement is received by Junior Creditor before all Senior Debt is paid in full in cash, such payment or distribution shall not be commingled with any asset of Junior Creditor, shall be held in trust by Junior Creditor for the benefit of Lender and shall be promptly paid over to Lender's designated representative in the form received (except for the addition of any endorsement or assignment necessary to effect a transfer of all rights therein to Lender or any such representative), for application (in accordance with the Senior Loan Documents) to the payment of the Senior Debt then remaining unpaid, until all of the Senior Debt is paid in full in cash. If any payment or distribution on account of the Senior Debt not permitted to be made by Owner or Borrower or received by Senior Creditor under this Agreement is received by Senior Creditor after all Senior Debt has been paid in full in cash, such payment or distribution shall not be commingled with any asset of such Senior Creditor, shall be held in trust by such Senior Creditor for the benefit of the Junior Creditor and shall be promptly paid over to the Junior Creditor' designated representative in the form received (except for the addition of any endorsement or assignment necessary to effect a transfer of all rights therein to the Junior Creditor or any such representative), for application (in accordance with the Junior Loan Documents) to the payment of the Junior Debt then remaining unpaid, until all of the Junior Debt is paid in full in cash.

Incorrect Payments. If any direct or indirect payment (whether made in cash, securities or distribution on account of the Junior Debt other property) not permitted to be made by Borrower or Owner or received by Junior Creditor under this Agreement is received by Junior any Subordinated Creditor on account of the Subordinated Indebtedness before all Senior Debt Indebtedness is paid in full in cashand all commitments to lend under the Senior Loan Documents have terminated or expired, such payment or distribution shall not be commingled with any asset of Junior Creditor, shall be held in trust by Junior such Subordinated Creditor as property of, and for the benefit of Lender of, the Senior Lenders and shall be promptly paid over to Lender's designated representative in the form received (except for the addition of any endorsement or assignment necessary to effect a transfer of all rights therein to Lender or any such representative)Senior Agent, for application (in accordance with the Senior Loan DocumentsCredit Agreement) to the payment of the Senior Debt Indebtedness then remaining unpaid, until all of the Senior Debt Indebtedness is paid in full and all commitments to lend under the Senior Loan Documents shall have terminated or expired; provided, however, that notwithstanding the foregoing, in cash. If no event shall any holder of any Senior Indebtedness be entitled to receive or otherwise require any Subordinated Creditor to pay, deliver or otherwise turnover to any holder of Senior Indebtedness any payment of the type described in this Section 2.2 received by such Subordinated Creditor if the Senior Lender received notice of such payment prior to, on or distribution on account about the making of such payment pursuant to the provisions of the Senior Debt Credit Agreement and such Subordinated Creditor does not permitted to be made by Owner or Borrower or received by Senior Creditor under this Agreement is received by Senior Creditor receive within one (1) year after all Senior Debt has been paid in full in cash, receipt of such payment or distribution shall not be commingled with any asset of such Senior Creditor, shall be held in trust by such Subordinated Creditor a written request or demand from any Senior Creditor for Lender or the benefit of the Junior Creditor and shall Senior Agent that such payment be promptly paid delivered or turned over to any Senior Lender or the Junior Creditor' designated representative in the form received (except for the addition of any endorsement or assignment necessary to effect a transfer of all rights therein Senior Agent pursuant to the Junior Creditor or any such representative), for application (in accordance with the Junior Loan Documents) to the payment terms of the Junior Debt then remaining unpaid, until all of the Junior Debt is paid in full in cashthis Agreement.

Incorrect Payments. If any payment or distribution Distribution, including, without limitation, any proceeds of any Enforcement Action, on account of the Junior Debt not permitted to be made by Borrower or Owner an Obligor or received and retained by any Junior Creditor under this Agreement is received by any Junior Creditor before all Senior Debt is paid in full in cash, such payment or distribution Distribution shall not be commingled with any asset of such Junior Creditor, shall be held in trust by such Junior Creditor for the benefit of Lender Senior Lenders and shall be promptly paid over to Lender's Senior Agent, or its designated representative in the form received (except for the addition of any endorsement or assignment necessary to effect a transfer of all rights therein to Lender or any such representative), for application (in accordance with the Senior Loan Documents) to the payment of the Senior Debt then remaining unpaid, until all of the Senior Debt is paid Finally Paid; provided, however, any such Distribution received by any Junior Creditor may be retained by such Junior Creditor and the provisions of this Section 2.5 shall not apply if (a) such Junior Creditor does not receive written notice from any Obligor, the Senior Agent or any Senior Lender within ninety (90) days of receipt of such payment that such payment was received at a time during which it was prohibited to have been received by such Junior Creditor by the terms of this Agreement and (b) such Junior Creditor does not otherwise have actual knowledge that such payment has been received at a time during which it was prohibited from being received by the terms of this Agreement; provided, further, that delivery to Junior Agent in full accordance with Section 11 hereof of a notice that a Payment Blockage Period is in casheffect due to the occurrence of a Senior Non-Payment Default shall be deemed to have satisfied all notice delivery requirements under this Section 2.5. If Without limiting any other term or condition of this Agreement, in the event that (i) a payment of any portion of the Senior Debt is due on the same day a payment with respect to any Junior Debt is due, (ii) any Obligor or distribution any other Person obligated to make such payment defaults in the payment of such Senior Debt and (iii) payment is made to any Junior Creditor in respect of such Junior Debt, then, if Senior Agent delivers to such Junior Creditor notice of such Senior Payment Default within ninety (90) days after the date the missed payment of such Senior Debt giving rise to such Senior Payment Default was required to be paid, such Junior Creditor shall not be entitled to retain any such payment on account of the Senior Junior Debt not permitted to be made by Owner or Borrower or received by Senior Creditor under this Agreement is received by Senior Creditor after all Senior Debt has been paid in full in cash, such payment or distribution shall not be commingled with any asset of such Senior Creditor, shall be held in trust by such Senior Creditor for and the benefit provisions of the Junior Creditor and immediately preceding sentence shall be promptly paid over to the Junior Creditor' designated representative in the form received (except for the addition of any endorsement or assignment necessary to effect a transfer of all rights therein to the Junior Creditor or any such representative), for application (in accordance with the Junior Loan Documents) to the payment of the Junior Debt then remaining unpaid, until all of the Junior Debt is paid in full in cashgovern.”

Incorrect Payments. If Notwithstanding any payment or distribution other provision herein to the contrary, if any Distribution on account of the Junior Subordinated Debt not permitted to be made by Borrower any Debtor or Owner or received accepted by Junior any Subordinated Creditor under this Agreement is made and received by Junior Creditor before all Senior Debt is paid in full in cashany Subordinated Creditor, such payment or distribution shall not be commingled with any asset of Junior Creditor, Distribution shall be held in trust by Junior such Subordinated Creditor for the benefit of the Lender Group (as defined in the Senior Credit Agreement) and the Senior Creditors and shall be promptly paid over to Lender's designated representative Agent, unless a payment on the Senior Debt shall be then due and payable and no payment shall be due and payable under the Senior Credit Agreement, or shall be due and payable under the Indenture before the next payment shall be due and payable under the Senior Credit Agreement, in the form received (except for the addition of any endorsement or assignment necessary which case, such Distribution shall be promptly paid over to effect a transfer of all rights therein to Lender or any such representative), Trustee for application (in accordance with the Senior Loan DocumentsDebt Documents and the Intercreditor Agreement) to the payment of the Senior Debt then remaining unpaid, until all of the Senior Debt is indefeasibly paid in full in cash. If any payment or distribution on account of the Senior Debt not permitted to be made by Owner or Borrower or received by Senior Creditor under this Agreement is received by Senior Creditor after all Senior Debt has been paid in full in cash, such payment or distribution shall not be commingled with any asset of such Senior Creditor, shall be held in trust by such Senior Creditor for the benefit of the Junior Creditor and shall be promptly paid over cash to the Junior Creditor' designated representative in the form received (except for the addition satisfaction of any endorsement or assignment necessary Senior Creditors. Any Subordinated Creditor that is required to effect deliver a transfer of all rights therein to the Junior Creditor or any such representative), for application (Distribution in accordance with the Junior Loan Documents) provisions of this paragraph may consult with the Agent and the Trustee to determine whether such delivery shall be made to the payment of the Junior Debt then remaining unpaid, until all of the Junior Debt is paid Agent or Trustee in full in cashaccordance herewith.