Common use of Turnover Provision Clause in Contracts

Turnover Provision. Notwithstanding anything contained herein or in any other Debt Document to the contrary, after an event of default under any Senior Debt Document has occurred and until such event of default is cured or waived, so long as the Discharge of Senior Credit Agreement Obligations has not occurred (after the occurrence of which this Section 8.01 shall no longer be operative), (x) any Restricted Group Shared Collateral, (y) any Proceeds thereof or (z) any distributions received on account of the Junior Obligations from the Restricted Group (whether or not on account of Restricted Group Shared Collateral) (i) in connection with the sale or other disposition of, or collection on, any of the foregoing (x) through (z) or (ii) in any Insolvency or Liquidation Proceeding of any member of the Restricted Group (including any adequate protection payments) or otherwise, in each case (x) through (z), received by any Junior Secured Party or Junior Representative shall be segregated from the other funds and property of such Junior Secured Party or Junior Representative, as the case may be, and received and held in trust by such Junior Secured Party or Junior Representative, as the case may be, as trustee, and shall be forthwith paid over, in the same form as received, with any necessary endorsements (but without any express or implied representation or warranty), and applied (i) FIRST, to the payment of all amounts owing to the Senior Credit Agreement Agent (in its capacity as such) pursuant to the terms of the applicable Senior Credit Agreement Loan Documents, and (ii) SECOND, until the Discharge of Senior Credit Agreement Obligations, to the payment in full of the Senior Credit Agreement Obligations, with such amounts to be applied to the Senior Credit Agreement Obligations in accordance with the terms of the applicable Senior Credit Agreement Loan Documents; the foregoing turnover provision shall apply to all cash and any other assets removed from any premises of any member of the Restricted Group by or on behalf of Junior Representative or otherwise received by or on behalf of Junior Representative in any manner, in each case, in connection with any enforcement action. After the Discharge of Senior Credit Agreement Obligations, this turnover provision shall no longer apply.

Turnover Provision. Notwithstanding anything contained herein or in any other Debt Document to the contrary, after an event of default under any Senior Debt Document has occurred and until such event of default is cured or waived, so long as the Discharge of Senior Credit Agreement Obligations has not occurred (after the occurrence of which this Section 8.01 shall no longer be operative), (x) any Restricted Group Shared Collateral, (y) any Proceeds thereof or (z) any distributions received on account of the Junior Obligations from the Restricted Group (whether or not on account of Restricted Group Shared Collateral) (i) in connection with the sale or other disposition of, or collection on, any of the foregoing (x) through (z) or (ii) in any Insolvency or Liquidation Proceeding of any member of the Restricted Group (including any adequate protection payments) or otherwise, in each case (x) through (z), received by any Junior Secured Party or Junior Representative shall be segregated from the other funds and property of such Junior Secured Party or Junior Representative, as the case may be, and received and held in trust by such Junior Secured Party or Junior Representative, as the case may be, as trustee, and shall be forthwith paid over, in the same form as received, with any necessary endorsements (but without any express or implied representation or warranty), and applied (i) FIRST, to the payment of all amounts owing to the each Senior Credit Agreement Agent Representative (in its capacity as such) pursuant to the terms of the applicable Senior Credit Agreement Loan Debt Documents, and (ii) SECOND, until the Discharge of Senior Credit Agreement Obligations, to the payment in full of the Senior Credit Agreement ObligationsObligations of each Series on a ratable basis, with such amounts to be applied to the Senior Credit Agreement Obligations of a given Series in accordance with the terms of the applicable Senior Credit Agreement Loan Debt Documents; the foregoing turnover provision shall apply to all cash and any other assets removed from any premises of any member of the Restricted Group by or on behalf of Junior Representative or otherwise received by or on behalf of Junior Representative in any manner, in each case, in connection with any enforcement action. After the Discharge of Senior Credit Agreement Obligations, this turnover provision shall no longer apply.

Turnover Provision. Notwithstanding anything contained herein or in any other Debt Document to the contrary, after an event of default under any Senior Debt Document has occurred and until such event of default is cured or waived, so long as the Discharge of Senior Credit Agreement Obligations has not occurred (after the occurrence of which this Section 8.01 shall no longer be operative), (x) any Restricted Group Shared Collateral, (y) any Proceeds thereof or (z) any distributions received on account of the Junior Exchangeable Notes Obligations from the Restricted Group (whether or not on account of Restricted Group Shared Collateral) (i) in connection with the sale or other disposition of, or collection on, any of the foregoing (x) through (z) or (ii) in any Insolvency or Liquidation Proceeding of any member of the Restricted Group (including any adequate protection payments) or otherwise, in each case (x) through (z), received by any Junior Exchangeable Notes Secured Party or Junior Representative Exchangeable Notes Agent shall be segregated from the other funds and property of such Junior Exchangeable Notes Secured Party or Junior RepresentativeExchangeable Notes Agent, as the case may be, and received and held in trust by such Junior Exchangeable Notes Secured Party or Junior RepresentativeExchangeable Notes Agent, as the case may be, as trustee, and shall be forthwith paid over, in the same form as received, with any necessary endorsements (but without any express or implied representation or warranty), and applied (i) FIRST, to the payment of all amounts owing to the each Senior Credit Agreement Agent Representative (in its capacity as such) pursuant to the terms of the applicable Senior Credit Agreement Loan Debt Documents, and (ii) SECOND, until the Discharge of Senior Credit Agreement Obligations, to the payment in full of the Senior Credit Agreement ObligationsObligations of each Series on a ratable basis, with such amounts to be applied to the Senior Credit Agreement Obligations of a given Series in accordance with the terms of the applicable Senior Credit Agreement Loan Debt Documents; the foregoing turnover provision shall apply to all cash and any other assets removed from any premises of any member of the Restricted Group by or on behalf of Junior Representative Exchangeable Notes Agent or otherwise received by or on behalf of Junior Representative Exchangeable Notes Agent in any manner, in each case, in connection with any enforcement action. After the Discharge of the Senior Credit Agreement ObligationsObligations and/or the Discharge of the Junior Exchangeable Notes Obligations (or any Permitted Refinancing thereof), this turnover provision (and any definitions only existing for purposes of this Section) shall no longer apply.