Turnover provisions. Until the Discharge of all First Lien Debt (except as specifically permitted by Section 2.7 hereof) in the event that any Collateral or proceeds thereof are received by any Second Lien Lender Party in contravention of this Agreement, any such property shall not be commingled with any of the assets of any Second Lien Lender Party, shall be received and held in trust for the benefit of the First Lien Lender Parties and shall be promptly turned over to the First Lien Agent, for the benefit of the First Lien Lender Parties, or delivered in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to the extent necessary for there to be a Discharge of all First Lien Debt. In the event that any Second Lien Lender Party fails to provide any endorsement, as contemplated by the immediately preceding sentence, the First Lien Agent, or any of its officers or employees, is hereby irrevocably authorized to make the same (which authorization, being coupled with an interest, is irrevocable). After the Discharge of all First Lien Debt, any remaining proceeds of Collateral shall be delivered to the Second Lien Agent for application to the Second Lien Debt in accordance with the Second Lien Debt Documents, except as otherwise required pursuant to applicable law.
Appears in 2 contracts
Sources: Credit Agreement (Switch & Data, Inc.), Credit Agreement (Switch & Data, Inc.)
Turnover provisions. Until the Discharge of all First Lien Debt (except as specifically permitted by Section 2.7 hereof) in In the event that any proceeds of Collateral or proceeds thereof are received by any Second Lien Lender Party in contravention at a time when such payment is not expressly permitted by the terms of this Agreement, any such property proceeds shall not be commingled with any of the assets of any Second Lien Lender Party, shall be received and held in trust for the benefit of the First Lien Lender Parties and shall be promptly turned paid over to the First Lien Agent, for the benefit of the First Lien Lender Parties, or delivered in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to the extent necessary for there to be a Discharge make Payment in Full of all First Lien DebtDebt in accordance with its terms. In the event that any Second Lien Lender Party fails to provide any endorsement, as contemplated by the immediately preceding sentence, the First Lien Agent, or any of its officers or employees, is hereby irrevocably authorized to make the same (which authorization, being coupled with an interest, is irrevocable). After the Discharge of all First Lien Debt, any remaining proceeds of Collateral shall be delivered to the Second Lien Agent for application to the Second Lien Debt in accordance with the Second Lien Debt Documents, except as otherwise required pursuant to applicable law.
Appears in 1 contract
Sources: Intercreditor and Lien Subordination Agreement (Wet Seal Inc)