Turnover of Collateral. If a Secured Party acquires custody, control or possession of any Collateral or the Proceeds therefrom, other than pursuant to the terms of this Agreement or on account of any payment that is not expressly prohibited hereby, such Secured Party shall promptly (but in any event within five Business Days) cause such Collateral or Proceeds to be Delivered in accordance with the provisions of this Agreement. Until such time as such Secured Party shall have complied with the provisions of the immediately preceding sentence, such Secured Party shall be deemed to hold such Collateral and Proceeds in trust for the benefit of the Collateral Agent.
Turnover of Collateral. If any Creditor acquires custody, control or possession of any Collateral or any proceeds thereof other than pursuant to the terms of this Agreement, such Creditor shall promptly cause such Collateral or the proceeds of such Collateral to be delivered to or put in the custody, possession or control of the Collateral Agent for disposition and distribution in accordance with the provisions of Section 5 of this Agreement. Until such time as such Creditor shall have complied with the provisions of the immediately preceding sentence, such Creditor shall be deemed to hold such Collateral and the proceeds thereof in trust for the parties entitled thereto under this Agreement.
Turnover of Collateral. Upon the Discharge of the ABL Obligations, the ABL Agents shall deliver to the Second Lien Agent or shall execute such documents as the Second Lien Agent may reasonably request (at the expense of the Second Lien Borrower) to enable the Second Lien Agent to have control over any Control Collateral still in the ABL Agents’ possession, custody, or control in the same form as received with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, subject to the reinstatement provisions of Section 5.3 below. Upon the Discharge of Second Lien Obligations, the Second Lien Agent shall deliver to the ABL Agents or shall execute such documents as the ABL Agents may reasonably request (at the expense of the ABL Borrowers) to enable the ABL Agents to have control over any Control Collateral still in the Second Lien Agent’s possession, custody or control in the same form as received with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct.
Turnover of Collateral. All payments or distributions of or with respect to the Collateral that are received by the Junior Secured Creditor hereunder at any time prior to the Bank Credit Facility Payment Date shall be segregated from other funds and property held by the Junior Secured Creditor and held in trust for the benefit of the Banks, and the Junior Secured Creditor shall forthwith pay over to the Collateral Agent such amounts in the same form as so received (with any necessary endorsement) to be applied or held as Collateral in accordance with the provisions hereof and of the Bank Credit Facility. The Junior Secured Creditor, on behalf of itself and the Holders, hereby irrevocably and unconditionally waives and relinquishes all statutory, contractual, common law, equitable and other claims against the Company and any Collateral for subrogation, reimbursement, exoneration, contribution, indemnification, set-off or other recourse in respect of sums paid or payable to the Banks hereunder and further irrevocably and unconditionally waives and relinquishes any and all other benefits which the Junior Secured Creditor might otherwise directly or indirectly receive or be entitled to receive by reason of any amounts paid by or collected upon or realized from the Collateral, in each case prior to the Bank Credit Facility Payment Date.
Turnover of Collateral. If any Lender acquires custody, control or possession of any assets of the Credit Parties or proceeds therefrom, whether by set-off, counterclaim or otherwise (other than deposit accounts of the Credit Parties and amounts on deposit therein), other than pursuant to the terms of this Agreement or the other Loan Documents, such Lender shall promptly cause such assets or proceeds to be delivered to or put in the custody, possession or control of the Collateral Agent or, if the Collateral Agent shall so designate, an agent of the Collateral Agent (which agent may be a branch or affiliate of the Collateral Agent or any Lender) in the same form of payment received, with appropriate endorsements for distribution in accordance with the Intercreditor Agreement. Until such time as the provisions of the immediately preceding sentence have been complied with, such Lender shall be deemed to hold such Collateral and proceeds in trust for the Collateral Agent.
Turnover of Collateral. Upon the Discharge of ABL Obligations, the ABL Agents shall deliver to the Second Lien Agent or shall execute such documents as the Second Lien Agent may reasonably request (at the expense of the Second Lien Notes Issuer) to enable the Second Lien Agent to have control over any Control Collateral constituting Second Lien Collateral still in the ABL Agents’ possession, custody, or control in the same form as received with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, subject to the reinstatement provisions of Section 5.3 below.
Turnover of Collateral. If the Bank Agent or any Senior Lender acquires custody, control or possession of any Collateral or any proceeds thereof other than pursuant to the terms of this Agreement, the Bank Agent or such Senior Lender, as the case may be, shall promptly cause such Collateral or the proceeds thereof to be delivered to or put in the custody, possession or control of the Collateral Agent for disposition and distribution in accordance with the provisions of Section 5 of this Agreement. Until such time as the Bank Agent or such Senior Lender, as the case may be, shall have complied with the provisions of the immediately preceding sentence, the Bank Agent or such Senior Lender, as the case may be, shall be deemed to hold such Collateral and the proceeds thereof in trust for the parties entitled thereto under this Agreement.
Turnover of Collateral. If any Lender acquires custody, control or possession of any Collateral or proceeds therefrom other than pursuant to the terms of this Agreement, such Lender shall promptly cause such Collateral or proceeds to be delivered to or put in the custody, possession or control of the Agent or, if the Agent shall so designate in writing, an agent of the Agent (which agent may be a branch or affiliate of the Agent or any Lender) in the same form of payment received, with appropriate endorsements, in the country in which such Collateral is held. Until such time as the provisions of the immediately preceding sentence have been complied with, such Lender shall be deemed to hold such Collateral and proceeds in trust for the Agent.
Turnover of Collateral. If the Agent or any Lender acquires custody, control or possession of any Collateral or any proceeds thereof or any payment of any Guaranteed Obligation other than pursuant to the terms of this Agreement, the Agent or such Lender, as the case may be, shall promptly cause such Collateral or the proceeds thereof or any such payment to be delivered to or put in the custody, possession or control of the Collateral Agent for disposition and distribution in accordance with the provisions of Section 3.1 of this Agreement. Until such time as the Agent or such Lender, as the case may be, shall have complied with the provisions of the immediately preceding sentence, the Agent or such Lender, as the case may be, shall be deemed to hold such Collateral and the proceeds thereof or any such payment in trust for the parties entitled thereto under this Agreement.
Turnover of Collateral. If any Secured Party (other than the Security Agent) acquires custody, control or possession of any Collateral or Proceeds (other than pursuant to a disposition or distribution thereof to such Secured Party in accordance with the provisions of this Agreement or the other Security Documents), such Secured Party shall promptly cause such Collateral or Proceeds to be delivered to or put in the custody, possession or control of the Security Agent for disposition or distribution in accordance with the provisions of this Agreement and the other Security Documents. Until such time as the provisions of the immediately preceding sentence have been complied with, such Secured Party shall be deemed to hold such Collateral and Proceeds in trust for the parties entitled thereto hereunder.
