Common use of Turnover Clause in Contracts

Turnover. Unless and until the earlier of the Discharge of Revolving Obligations or the Discharge of the Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, except as otherwise provided in Section 3.5, (a) any Revolving Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(a) received by the Notes Collateral Agent or any Notes Claimholder in connection with any Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the Revolving Collateral Agent for the benefit of the Revolving Claimholders (subject to the rights of the Grantors under the Revolving Loan Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct and (b) any Notes Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(b) received by the Revolving Collateral Agent or any Revolving Claimholder in connection with an Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the Notes Collateral Agent for the benefit of the Notes Claimholders (subject to the rights of the Grantors under the Notes Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, the Trustee and Notes Collateral Agent will only be required to pay over amounts that it has received which are still in its possession and which have not been paid over to the Notes Claimholders, provided, that the Trustee and Notes Collateral Agent shall comply with the obligations set forth in Section 4.2(a) hereof. Each of the Notes Collateral Agent and the Revolving Collateral Agent is hereby authorized to make any such endorsements as agent for the other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the earlier of the Discharge of Revolving Obligations or the Notes Obligations.

Appears in 2 contracts

Samples: Intercreditor Agreement (Salem Media Group, Inc. /De/), Intercreditor Agreement

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Turnover. Unless and until the earlier of the Discharge of Revolving Obligations or the Discharge of the Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, except as otherwise provided in Section 3.5, (a) Prior to the Tranche A Revolving Credit Facility Termination Date, any Revolving Priority Collateralpayment or distribution (whether in cash, proceeds thereof (including assets property or proceeds subject to Liens referred to in the final sentence of Section 2.3securities) or any insurance proceeds described in Section 5.2(a) that may be received by or on behalf of any Tranche B Revolving Lender on account of any Obligations with respect to the Notes Collateral Agent or any Notes Claimholder in connection with any Exercise of Secured Creditor Remedies Tranche B Revolving Credit Facility other than Permitted Tranche B Payments shall be segregated and held in trust and forthwith promptly paid over to the Revolving Collateral Agent Administrate Agent, for the benefit of the Revolving Claimholders (subject to the rights of the Grantors under the Revolving Loan Documents) Secured Parties, in each case, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct endorsements, and (b) any Notes Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(b) received by the Revolving Collateral Agent or any Revolving Claimholder in connection with an Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the Notes Collateral Agent for the benefit each of the Notes Claimholders (subject to Tranche B Revolving Lenders hereby authorizes the rights of the Grantors under the Notes Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, the Trustee and Notes Collateral Administrative Agent will only be required to pay over amounts that it has received which are still in its possession and which have not been paid over to the Notes Claimholders, provided, that the Trustee and Notes Collateral Agent shall comply with the obligations set forth in Section 4.2(a) hereof. Each of the Notes Collateral Agent and the Revolving Collateral Agent is hereby authorized to make any such endorsements as agent for the other or any Claimholders. This authorization is such Tranche B Revolving Lender (in each case, which authorization, being coupled with an interest interest, is irrevocable). All such payments paid over to the Administrative Agent shall be, as applicable, used to prepay Tranche A Revolving Loans and, if the Tranche A Revolving Loans are paid in full, to Cash Collateralize Letters of Credit or applied in accordance with the provisions of Section 2.18(b) and Section 2.18(g). For purposes of this Agreement, each Lender agrees that in any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, any debt instruments or Equity Interests issued or to be issued by the reorganized or liquidating Borrower or any reorganized or liquidating Loan Party that is irrevocable until the earlier allocated to any Tranche B Revolving Lender on account of the Discharge Tranche B Revolving Credit Facility in a plan of reorganization or liquidation may be retained by the Tranche B Revolving Lenders, provided that the subordination provisions set forth in Section 2.18(b) and Section 2.18(g), Article X, any other subordination terms set forth herein and any other provision governing the rights among any and all Secured Parties to the extent applicable will apply with like effect to any such debt instruments and Equity Interests issued (provided that no cash payments may be made on account of such allocations with respect to the Tranche B Revolving Credit Facility prior to the receipt by the Secured Parties (other than the Tranche B Revolving Lenders) or their respective designees or assignees of cash in immediately available funds equal to their respective Obligations hereunder, calculated as if this Agreement and the Obligations hereunder have not been terminated, otherwise 141 canceled or deemed satisfied), and further such Equity Interests shall be governed, directly or indirectly, by the Notes Obligationsvote of the Required Lenders, irrespective of the termination of this Agreement, subject to the Tranche B Revolving Lender’s additional consent rights as set forth in Section 9.02A and to the extent applicable (except Equity Interests and debt instruments received in connection with a credit bid shall be governed by the provisions set forth in Article VIII).

Appears in 1 contract

Samples: Credit Agreement (Stonemor Partners Lp)

Turnover. Unless and until the earlier of the Discharge of Revolving Obligations or the Discharge of the Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, except as otherwise provided in Section 3.5, (a) any Revolving Priority Collateral, Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(a) received by the Notes Collateral Agent or any Notes Claimholder in connection with any Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the Revolving Collateral Agent for the benefit of the Revolving Claimholders (subject to the rights of the Grantors under the Revolving Loan Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct and (b) any Notes Priority Collateral, Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(b) received by the Revolving Collateral Agent or any Revolving Claimholder in connection with an Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the Notes Collateral Agent for the benefit of the Notes Claimholders (subject to the rights of the Grantors under the Notes Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding ; provided, however, in the foregoingcase of any proceeds of Notes Priority Collateral received by Revolving Agent or any Revolving Claimholder in connection with a Disposition of Notes Priority Collateral by any Grantor, if a Grantor does not provide prior written notice of such Disposition to Revolving Agent specifying the Trustee amount and Notes Collateral source of such proceeds, neither Revolving Agent will only be required nor any Revolving Claimholder shall have any obligation to pay over amounts that it has received which are still in its possession and which have not been paid over any proceeds of such Disposition to the Notes Claimholders, provided, that the Trustee and Notes Collateral Agent shall comply with the obligations set forth in Section 4.2(a) hereofAgent. Each of the Notes Collateral Agent and the Revolving Collateral Agent is hereby authorized to make any such endorsements as agent for the other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the earlier of the Discharge of Revolving Obligations or the Notes Obligations.

Appears in 1 contract

Samples: Intercreditor Agreement (Headwaters Inc)

Turnover. Unless Subject to the terms of the ABL Intercreditor Agreement, if any, unless and until the earlier of the Discharge of Revolving Obligations or the Discharge of the Notes First Lien Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, except as otherwise provided if the Notes Collateral Agent or any Notes Claimholder obtains possession of any Collateral or realizes any proceeds or payment in Section 3.5, (a) any Revolving Priority Collateral, proceeds thereof respect of the Collateral (including in each case, assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) ), pursuant to any Notes Collateral Document or by the exercise of any rights available to it under applicable law or in any Canadian Insolvency Proceeding or other Insolvency Proceeding or through any other exercise of remedies, at any time when any First Lien Obligations secured or intended to be secured by such Collat- eral remains outstanding or any insurance commitment to extend credit that would constitute First Lien Obligations secured or intended to be secured by such Collateral remains in effect, then it will hold such Collateral, proceeds described in Section 5.2(a) received by the Notes Collateral Agent or any Notes Claimholder in connection with any Exercise of Secured Creditor Remedies shall be segregated and held payments in trust on behalf of the First Lien Credit Facility Agent and forthwith paid the First Lien Credit Facility Claimholders and reasonably promptly after obtaining actual knowledge or notice from the First Lien Credit Facility Agent that such Person has possession of such proceeds or payments, transfer or pay over to the Revolving Collateral First Lien Credit Facility Agent for the benefit of the Revolving Claimholders (subject to the rights of the Grantors under the Revolving Loan Documents) in the same form as receivedFirst Lien Credit Facility Claimholders, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct and (b) any Notes Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(b) received by the Revolving Collateral Agent or any Revolving Claimholder in connection with an Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the Notes Collateral Agent for the benefit of the Notes Claimholders (subject to the rights of the Grantors under the Notes Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, the Trustee and Notes Collateral Agent will only be required to pay over amounts that it has received which are still in its possession and which have not been paid over to the Notes Claimholders, provided, that the Trustee and Notes Collateral Agent shall comply with the obligations set forth in Section 4.2(a) hereof. Each of the Notes Collateral Agent and the Revolving Collateral The First Lien Credit Facility Agent is hereby authorized to make any such endorsements en- dorsements as agent for the other or Notes Collateral Agent and any Notes Claimholders. This authorization is coupled with an interest and is irrevocable until the earlier Discharge of First Lien Obligations. Each Notes Collateral Agent for itself and each Notes Claimholder by its acceptance of the Discharge Notes or Pari Passu Lien Indebtedness, as applicable, hereby agrees that if, at any time, all or part of Revolving any payment with respect to any First Lien Obligations or previously made shall be rescinded for any reason whatsoever, it will promptly pay over to First Lien Credit Facility Agent any payment received by it and shall promptly turn any such Collateral then held by it over to First Lien Credit Facility Agent, and the Notes provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such First Lien Obligations.

Appears in 1 contract

Samples: Intercreditor Agreement

Turnover. Unless and until the earlier of the Discharge of Revolving Obligations or the Discharge of the Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, except as otherwise provided in Section 3.5, (a) any Revolving Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(a) received by the Notes Collateral Agent or any Notes Claimholder in connection with any Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the Revolving Collateral Agent AgentLender for the benefit of the Revolving Claimholders (subject to the rights of the Grantors under the Revolving Loan Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct and (b) any Notes Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(b) received by the Revolving Collateral Agent AgentLender or any Revolving Claimholder in connection with an Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the Notes Collateral Agent for the benefit of the Notes Claimholders (subject to the rights of the Grantors under the Notes Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, the Trustee and Notes Collateral Agent will only be required to pay over amounts that it has received which are still in its possession and which have not been paid over to the Notes Claimholders, provided, that the Trustee and Notes Collateral Agent shall comply with the obligations set forth in Section 4.2(a) hereof. Each of the Notes Collateral Agent and the Revolving Collateral Agent AgentLender is hereby authorized to make any such endorsements as agent for the other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the earlier of the Discharge of Revolving Obligations or the Notes Obligations.

Appears in 1 contract

Samples: Intercreditor Agreement (Salem Media Group, Inc. /De/)

Turnover. Unless and until the earlier of the Discharge of Revolving Obligations or the Discharge of the Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, except as otherwise provided in Section 3.5, (a) any Revolving Priority Collateral, Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(a) received by the Notes Collateral Agent or any Notes Claimholder in connection with the exercise of any Exercise right or remedy (including set-off) relating to the Revolving Priority Collateral or otherwise in contravention of Secured Creditor Remedies this Agreement shall be segregated and held in trust and forthwith paid over to the Revolving Collateral Agent Agent, for application in accordance with Section 4.1(a), for the benefit of the Revolving Claimholders (subject to the rights of the Grantors under the Revolving Loan Documents) in the same form as receivedClaimholders, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct and (b) any Notes Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(b) received by the Revolving Collateral Agent or any Revolving Claimholder in connection with an Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the Notes Collateral Agent for the benefit of the Notes Claimholders (subject to the rights of the Grantors under the Notes Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding , and (b) any Notes Priority Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the foregoing, final sentence of Section 2.3) received by the Trustee and Notes Revolving Collateral Agent will only or any Revolving Claimholder in connection with the exercise of any right or remedy (including set-off) relating to the Notes Priority Collateral or otherwise in contravention of this Agreement shall be required to pay over amounts that it has received which are still segregated and held in its possession trust and which have not been forthwith paid over to the Notes Collateral Agent, for the benefit of the Notes Claimholders, for application in accordance with Section 4.1(b), in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct; provided, however, (x) in the case of any proceeds of Notes Priority Collateral received by the Revolving Collateral Agent or any Revolving Claimholder in connection with a Disposition of Notes Priority Collateral by any Grantor, if a Grantor does not provide prior written notice of such Disposition to the Revolving Collateral Agent specifying the amount and source of such proceeds or the Revolving Collateral Agent does not otherwise have actual knowledge that such proceeds are proceeds of Notes Priority Collateral, neither the Trustee and Revolving Collateral Agent nor any Revolving Claimholder shall have any obligation to pay over any proceeds of such Disposition to the Notes Collateral Agent and (y) in the case of any proceeds of Revolving Priority Collateral received by the Notes Collateral Agent or any Notes Claimholder in connection with a Disposition of Revolving Priority Collateral by any Grantor, if a Grantor does not provide prior written notice of such Disposition to the Notes Collateral Agent specifying the amount and source of such proceeds or the Notes Collateral Agent does not otherwise have actual knowledge that such proceeds are proceeds of Revolving Priority Collateral, neither the Notes Collateral Agent nor any Notes Claimholder shall comply with have any obligation to pay over any proceeds of such Disposition to the obligations set forth in Section 4.2(a) hereofRevolving Collateral Agent. Each of the Notes Collateral Agent and the Revolving Collateral Agent is hereby authorized to make any such endorsements as agent for the other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the earlier of the Discharge of Revolving Obligations or the Discharge of Notes Obligations, as applicable.

Appears in 1 contract

Samples: Intercreditor Agreement (REV Group, Inc.)

Turnover. Unless and until the earlier of the Discharge of Revolving ABL Obligations or the Discharge of the Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, except as otherwise provided in Section 3.5, (a) any Revolving ABL Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(a) received by the Notes Collateral Agent or any other Notes Claimholder Claimholder, pursuant to any Notes Document or by the exercise of any rights available to it under applicable law or in connection with any Insolvency Proceeding pursuant to any Exercise of Secured Creditor Remedies or through any other exercise of remedies, after Notes Agent or such other Notes Claimholder obtains actual knowledge or notice from ABL Agent that it has possession of such ABL Priority Collateral and/or such proceeds or as a result of Notes Agent’s or any other Notes Claimholder’s collusion with any Grantor in violating the rights of ABL Agent or any other ABL Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to the Revolving Collateral ABL Agent for the benefit of the Revolving ABL Claimholders (subject to the rights of the Grantors under the Revolving Loan Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct direct, and (b) any Notes Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(b) received by the Revolving Collateral ABL Agent or any Revolving Claimholder other ABL Claimholder, pursuant to any ABL Loan Document or by the exercise of any rights available to it under applicable law or in connection with an any Insolvency Proceeding pursuant to any Exercise of Secured Creditor Remedies or through any other exercise of remedies, after ABL Agent or such other ABL Claimholder obtains actual knowledge or notice from Notes Agent that it has possession of such Notes Priority Collateral and/or such proceeds or as a result of ABL Agent’s or any other ABL Claimholder’s collusion with any Grantor in violating the rights of Notes Agent or any other Notes Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to the Notes Collateral Agent for the benefit of the Notes Claimholders (subject to the rights of the Grantors under the Notes Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding ; provided, however, in the foregoingcase of any proceeds of Notes Priority Collateral received by ABL Agent or any other ABL Claimholder in connection with a Disposition of Notes Priority Collateral by any Grantor, if a Grantor does not provide prior written notice of such Disposition to ABL Agent specifying the Trustee amount and Notes Collateral source of such proceeds, neither ABL Agent will only be required nor any other ABL Claimholder shall have any obligation to pay over amounts that it has received which are still in its possession and which have not been paid over any proceeds of such Disposition to the Notes Claimholders, provided, that the Trustee and Notes Collateral Agent shall comply with the obligations set forth in Section 4.2(a) hereofAgent. Each of the Notes Collateral Agent and the Revolving Collateral ABL Agent is hereby authorized to make any such endorsements as agent for the other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the earlier of the Discharge of Revolving ABL Obligations or the Discharge of Notes Obligations. Notes Agent for itself and each other Notes Claimholder agrees that if, at any time, all or any part of any payment with respect to any ABL Obligations secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Obligations. ABL Agent for itself and each other ABL Claimholder agrees that if, at any time, all or any part of any payment with respect to any Notes Obligations secured by any Notes Priority Collateral previously made shall be rescinded for any reason whatsoever, it will promptly pay over to Notes Agent any payment received by it in respect of any such Notes Priority Collateral and shall promptly turn any such Notes Priority Collateral then held by it over to Notes Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Notes Obligations.

Appears in 1 contract

Samples: Intercreditor Agreement (LSB Industries Inc)

Turnover. Unless and until the earlier of the Discharge of Revolving ABL Obligations or the Discharge of the Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, except as otherwise provided in Section 3.5, (a) any Revolving ABL Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(a) received by the Notes Collateral Agent or any other Notes Claimholder Claimholder, pursuant to any Notes Document or by the exercise of any rights available to it under applicable law or in connection with any Insolvency Proceeding pursuant to any Exercise of Secured Creditor Remedies or through any other exercise of remedies, after Notes Agent or such other Notes Claimholder obtains actual knowledge or notice from ABL Agent that it has possession of such ABL Priority Collateral and/or such proceeds or as a result of Notes Agent’s or any other Notes Claimholder’s collusion with any Grantor in violating the rights of ABL Agent or any other ABL Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to the Revolving Collateral ABL Agent for the benefit of the Revolving ABL Claimholders (subject to the rights of the Grantors under the Revolving Loan Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct direct, and (b) any Notes Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(b) received by the Revolving Collateral ABL Agent or any Revolving Claimholder other ABL Claimholder, pursuant to any ABL Loan Document or by the exercise of any rights available to it under applicable law or in connection with an any Insolvency Proceeding pursuant to any Exercise of Secured Creditor Remedies or through any other exercise of remedies, after ABL Agent or such other ABL Claimholder obtains actual knowledge or notice from Notes Agent that it has possession of such Notes Priority Collateral and/or such proceeds or as a result of ABL Agent’s or any other ABL Claimholder’s collusion with any Grantor in violating the rights of Notes Agent or any other Notes Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to the Notes Collateral Agent for the benefit of the Notes Claimholders (subject to the rights of the Grantors under the Notes Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, the Trustee and Notes Collateral Agent will only be required to pay over amounts that it has received which are still in its possession and which have not been paid over to the Notes Claimholders, provided, that the Trustee and Notes Collateral Agent shall comply with the obligations set forth in Section 4.2(a) hereof. Each of the Notes Collateral Agent and the Revolving Collateral ABL Agent is hereby authorized to make any such endorsements as agent for the other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the earlier of the Discharge of Revolving ABL Obligations or the Discharge of Notes Obligations. Notes Agent for itself and each other Notes Claimholder agrees that if, at any time, all or any part of any payment with respect to any ABL Obligations secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, to the extent still within its possession, it will promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Obligations. ABL Agent for itself and each other ABL Claimholder agrees that if, at any time, all or any part of any payment with respect to any Notes Obligations secured by any Notes Priority Collateral previously made shall be rescinded for any reason whatsoever, and notwithstanding the fact that ABL Obligations under the ABL Credit Agreement are not secured by Notes Priority Collateral, it will promptly pay over to Notes Agent any payment received by it in respect of any such Notes Priority Collateral and shall promptly turn any such Notes Priority Collateral then held by it over to Notes Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Notes Obligations.

Appears in 1 contract

Samples: Intercreditor Agreement (LSB Industries Inc)

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Turnover. (a) Unless and until the earlier Payment in Full of the Discharge ABL Priority Debt has occurred (irrespective of Revolving Obligations or the Discharge of the Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor), except as otherwise provided in Section 3.5, (a) any Revolving ABL Priority Collateral, or proceeds thereof (including assets or proceeds subject to Liens referred to in Section 2.3(b) or the final sentence of proviso in Section 2.33.7) or any insurance proceeds described in Section 5.2(a) ), received by any of the Notes Collateral Agent or any Notes Claimholder Term Claimholders (i) in connection with an Enforcement Action with respect to the Collateral by any Exercise of Secured Creditor Remedies the Term Claimholders or (ii) otherwise in violation of this Agreement, shall be segregated and held in trust and forthwith paid over to the Revolving Collateral ABL Agent for the benefit of the Revolving ABL Claimholders (subject to the rights of the Grantors under the Revolving Loan Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct and (b) any Notes Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(b) received by the Revolving Collateral Agent or any Revolving Claimholder in connection with an Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the Notes Collateral Agent for the benefit of the Notes Claimholders (subject to the rights of the Grantors under the Notes Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding (b) Unless and until the foregoingPayment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Section 6.5 or Section 6.9, if a Grantor (or any of its assets) is the Trustee subject of an Insolvency Proceeding and Notes if any distribution is received by the Term Claimholders (or any of them) on account of their Term Secured Claims in respect of their interest in the ABL Priority Collateral Agent will only in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of such Grantor that is accepted by the requisite affirmative vote of all classes composed of the secured claims of the ABL Claimholders or otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution shall be required to pay over amounts that it has received which are still held in its possession trust and which have not been forthwith paid over to the Notes ClaimholdersABL Agent for the benefit of the ABL Claimholders in the same form as received, providedwith any necessary endorsements or as a court of competent jurisdiction may otherwise direct. For the avoidance of doubt, that unless and until the Trustee and Notes Collateral Payment in Full of ABL Priority Debt has occurred, the Term Agent shall comply with be required to turn over to the obligations set forth in Section 4.2(a) hereof. Each of the Notes Collateral ABL Agent and the Revolving Collateral ABL Agent is hereby authorized shall be entitled to make apply (or, in the case of non-cash proceeds, hold) in accordance with Section 4.1(a) and (b) any such endorsements as agent for cash or non-cash distribution received by the other or any Claimholders. This authorization is coupled with an Term Claimholders on account of their Term Secured Claims in respect of their interest and is irrevocable until in the earlier of the Discharge of Revolving Obligations or the Notes Obligations.ABL

Appears in 1 contract

Samples: Intercreditor Agreement (Warrior Met Coal, Inc.)

Turnover. Unless and until the earlier of the Discharge of ABL Revolving Obligations or the Discharge of the Notes Term Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, except as otherwise provided in Section 3.5, (a) if any Term Agent or any Term Claimholder obtains possession of any ABL Revolving Priority Collateral, Collateral or realizes any proceeds thereof or payment in respect of the ABL Revolving Priority Collateral (including in each case, assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) ), pursuant to any Term Collateral Document or by the exercise of any rights available to it under applicable law or in any Canadian Insolvency Proceeding or other Insolvency Proceeding or through any other exercise of remedies, at any time when any ABL Re- volving Obligations secured or intended to be secured by such ABL Revolving Priority Collateral remains outstanding or any insurance commitment to extend credit that would constitute ABL Revolving Obligations se- cured or intended to be secured by such ABL Revolving Priority Collateral remains in effect, then it will hold such ABL Revolving Priority Collateral, proceeds described or payments in Section 5.2(a) received by trust on behalf of the Notes ABL Re- volving Collateral Agent and the ABL Revolving Claimholders and reasonably promptly after obtaining actual knowledge or any Notes Claimholder in connection with any Exercise notice from the ABL Revolving Collateral Agent that such Person has possession of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid such proceeds or payments, transfer or pay over to the ABL Revolving Collateral Agent for the benefit of the ABL Revolving Claimholders (subject to the rights of the Grantors under the Revolving Loan Documents) Claimholders, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct direct, and (b) if ABL Revolving Collateral Agent or any ABL Revolving Claimholder obtains possession of any Notes Priority Collateral, Collateral or realizes any proceeds thereof or payment in respect of the Notes Priority Collateral (including in each case, assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) ), pursuant to any ABL Revolving Collateral Document or by the exercise of any rights available to it under applicable law or in any Canadian Insolvency Proceeding or other In- solvency Proceeding or through any other exercise of remedies, at any time when any Term Obligations secured or intended to be secured by such Notes Priority Collateral remains outstanding or any insurance commit- ment to extend credit that would constitute Term Obligations secured or intended to be secured by such Notes Priority Collateral remains in effect, then it will hold such Notes Priority Collateral proceeds described in Section 5.2(b) received by the Revolving Collateral Agent or any Revolving Claimholder in connection with an Exercise of Secured Creditor Remedies shall be segregated and held payments in trust on behalf of the Term Agents and forthwith paid the Term Claimholders and reasonably promptly after obtaining actual knowledge or notice from the Applicable Term Agent that such Person has possession of such proceeds or payments, transfer or pay over to the Notes Collateral Applicable Term Agent for the benefit of the Notes Claimholders (subject to the rights of the Grantors under the Notes Documents) Term Claimholders, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, the Trustee and Notes Collateral Agent will only be required to pay over amounts that it has received which are still in its possession and which have not been paid over to the Notes Claimholders, provided, that the Trustee and Notes Collateral Agent shall comply with the obligations set forth in Section 4.2(a) hereof. Each of the Notes Collateral Agent Term Agents and the ABL Revolving Collateral Agent is hereby authorized to make any such endorsements as agent for the other or any Claimholders. This authorization au- thorization is coupled with an interest and is irrevocable until the earlier of the Discharge of Revolving ABL Revolv- ing Obligations or the Discharge of Term Obligations. Each Term Agent for itself and each Term Claimholder by its acceptance of the Notes, indebtedness under the First Priority Credit Facility or Pari Passu Lien Indebtedness, as applicable, here- by agrees that if, at any time, all or part of any payment with respect to any ABL Revolving Obligations secured by any ABL Revolving Priority Collateral previously made shall be rescinded for any reason whatsoever, it will promptly pay over to ABL Revolving Collateral Agent any payment received by it in respect of any such ABL Revolving Priority Collateral and shall promptly turn any such ABL Revolving Priority Collateral then held by it over to ABL Revolving Collateral Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfac- tion in full of such ABL Revolving Obligations. The ABL Revolving Collateral Agent for itself and each ABL Revolving Claimholder by its acceptance of the ABL Revolving Obligations, hereby agrees that if, at any time, all or part of any payment with respect to any Term Obligations secured by any Notes Priority Collateral previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Applicable Term Agent any payment received by it in respect of any such Notes Priority Collateral and shall promptly turn any such Notes Priority Collateral then held by it over to the Applicable Term Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfac- tion in full of such Term Obligations.

Appears in 1 contract

Samples: Intercreditor Agreement

Turnover. Unless and until the earlier of the Discharge of Revolving Obligations or the Discharge of the Notes Term Loan Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, except as otherwise provided in Section 3.5, (a) any Revolving Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(a) received by the Notes Collateral Term Loan Agent or any Notes Term Loan Claimholder, pursuant to any Term Loan Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency Proceeding or through any other exercise of remedies, after Term Loan Agent or such Term Loan Claimholder in connection with any Exercise obtains actual knowledge or notice from Revolving Agent that it has possession of Secured Creditor Remedies such Revolving Priority Collateral and/or such proceeds, shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to the Revolving Collateral Agent for the benefit of the Revolving Claimholders (subject to the rights of the Grantors under the Revolving Loan Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct and (b) any Notes Term Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(b) received by the Revolving Collateral Agent or any Revolving Claimholder or through the application of cash or proceeds of Collateral deposited into any account under a deposit account control agreement, pursuant to any Revolving Collateral Document or by the exercise of any rights available to it under applicable law or in connection with an Exercise any Insolvency Proceeding or through any other exercise of Secured Creditor Remedies remedies, after Revolving Agent or such Revolving Claimholder obtains actual knowledge or notice from Term Loan Agent that it has possession of such Term Priority Collateral and/or such proceeds, shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to the Notes Collateral Term Loan Agent for the benefit of the Notes Term Loan Claimholders (subject to the rights of the Grantors under the Notes Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding ; provided, however, in the foregoingcase of any proceeds of Term Priority Collateral received by Revolving Agent or any Revolving Claimholder in connection with a Disposition of Term Priority Collateral by any Grantor prior to a Term Loan Default, if a Grantor does not provide prior written notice of such Disposition to Revolving Agent specifying the Trustee amount and Notes Collateral source of such proceeds, neither Revolving Agent will only be required nor any Revolving Claimholder shall have any obligation to pay over amounts that it has received which are still in its possession and which have not been paid over any proceeds of such Disposition to the Notes Claimholders, provided, that the Trustee and Notes Collateral Agent shall comply with the obligations set forth in Section 4.2(a) hereofTerm Loan Agent. Each of the Notes Collateral Term Loan Agent and the Revolving Collateral Agent is hereby authorized to make any such endorsements as agent for the other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the earlier of the Discharge of Revolving Obligations or the Notes Discharge of Term Loan Obligations. Term Loan Agent for itself and each Term Loan Claimholder agrees that if, at any time, all or part of any payment with respect to any Revolving Obligations secured by any Revolving Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Revolving Agent any payment received by it in respect of any such Revolving Priority Collateral and shall promptly turn any such Revolving Priority Collateral then held by it over to Revolving Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Revolving Obligations. Revolving Agent for itself and each Revolving Claimholder agrees that if, at any time, all or part of any payment with respect to any Term Loan Obligations secured by any Term Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to Term Loan Agent any payment received by it in respect of any such Term Priority Collateral and shall promptly turn any such Term Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Term Loan Obligations.

Appears in 1 contract

Samples: Intellectual Property Security Agreement (Ollie's Bargain Outlet Holdings, Inc.)

Turnover. Unless and until the earlier of the Discharge of Revolving Obligations or the Discharge of the Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, except as otherwise provided in Section 3.5, (a) any Revolving Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(a) received by the Notes Collateral Agent or any Notes Claimholder, pursuant to any Notes Collateral Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or through any other exercise of remedies, after Notes Collateral Agent or such Notes Claimholder in connection with any Exercise obtains actual knowledge or notice from the Revolving Collateral Agent that it has possession of Secured Creditor Remedies such Revolving Priority Collateral and/or such proceeds, shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to the Revolving Collateral Agent for the benefit of the Revolving Claimholders (subject to the rights of the Grantors under the Revolving Loan Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct and (b) any Notes Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(b) received by the Revolving Collateral Agent or any Revolving Claimholder, pursuant to any Revolving Collateral Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or through any other exercise of remedies, after Revolving Collateral Agent or such revolving Claimholder in connection with an Exercise obtains actual knowledge or notice from the Notes Collateral Agent that it has possession of Secured Creditor Remedies such Notes Priority Collateral and/or such proceeds, shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to the Notes Collateral Agent for the benefit of the Notes Claimholders (subject to the rights of the Grantors under the Notes Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding ; provided, however, in the foregoing, the Trustee and case of any proceeds of Notes Priority Collateral received by Revolving Collateral Agent will only be required or any Revolving Claimholder in connection with a Disposition of Notes Priority Collateral by any Grantor, if a Grantor does not provide prior written notice of such Disposition to Revolving Collateral Agent specifying the amount and source of such proceeds, neither Revolving Collateral Agent nor any Revolving Claimholder shall have any obligation to pay over amounts that it has received which are still in its possession and which have not been paid over any proceeds of such Disposition to the Notes Claimholders, provided, that the Trustee and Notes Collateral Agent shall comply with the obligations set forth in Section 4.2(a) hereofAgent. Each of the Notes Collateral Agent and the Revolving Collateral Agent is hereby authorized to make any such endorsements as agent for the other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the earlier of the Discharge of Revolving Obligations or the Notes Obligations. The Notes Collateral Agent for itself and each Notes Claimholder agrees that if, at any time, all or part of any payment with respect to any Revolving Obligations secured by any Revolving Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to the Revolving Collateral Agent any payment received by it in respect of any such Revolving Priority Collateral and shall promptly turn any such Revolving Priority Collateral then held by it over to the Revolving Collateral Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Revolving Obligations. The Revolving Collateral Agent for itself and each Revolving Claimholder agrees that if, at any time, all or part of any payment with respect to any Notes Obligations secured by any Notes Priority Collateral previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Notes Collateral Agent any payment received by it in respect of any such Notes Priority Collateral and shall promptly turn any such Notes Priority Collateral then held by it over to the Notes Collateral Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Notes Obligations.

Appears in 1 contract

Samples: Intercreditor Agreement (Associated Materials, LLC)

Turnover. Unless and until the earlier of the Discharge of Revolving ABL Obligations or the Discharge of the Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, except as otherwise provided in Section 3.5, (a) any Revolving ABL Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(a) received by the Notes Collateral Agent or any other Notes Claimholder Claimholder, pursuant to any Notes Document or by the exercise of any rights available to it under applicable law or in connection with any Insolvency Proceeding pursuant to any Exercise of Secured Creditor Remedies or through any other exercise of remedies, after Notes Agent or such other Notes Claimholder obtains actual knowledge or notice from ABL Agent that it has possession of such ABL Priority Collateral and/or such proceeds or as a result of Notes Agent’s or any other Notes Claimholder’s collusion with any Grantor in violating the rights of ABL Agent or any other ABL Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to the Revolving Collateral ABL Agent for the benefit of the Revolving ABL Claimholders (subject to the rights of the Grantors under the Revolving Loan Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct direct, and (b) any Notes Priority Collateral, proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) or any insurance proceeds described in Section 5.2(b) received by the Revolving Collateral ABL Agent or any Revolving Claimholder other ABL Claimholder, pursuant to any ABL Loan Document or by the exercise of any rights available to it under applicable law or in connection with an any Insolvency Proceeding pursuant to any Exercise of Secured Creditor Remedies or through any other exercise of remedies, after ABL Agent or such other ABL Claimholder obtains actual knowledge or notice from Notes Agent that it has possession of such Notes Priority Collateral and/or such proceeds or as a result of ABL Agent’s or any other ABL Claimholder’s collusion with any Grantor in violating the rights of Notes Agent or any other Notes Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith shall reasonably promptly be paid over to the Notes Collateral Agent for the benefit of the Notes Claimholders (subject to the rights of the Grantors under the Notes Documents) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding ; provided, however, in the foregoingcase of any proceeds of Notes Priority Collateral received by ABL Agent or any other ABL Claimholder in connection with a Disposition of Notes Priority Collateral by any Grantor, if a Grantor does not provide prior written notice of such Disposition to ABL Agent specifying the Trustee amount and Notes Collateral source of such proceeds, neither ABL Agent will only be required nor any other ABL Claimholder shall have any obligation to pay over amounts that it has received which are still in its possession and which have not been paid over any proceeds of such Disposition to the Notes Claimholders, provided, that the Trustee and Notes Collateral Agent shall comply with the obligations set forth in Section 4.2(a) hereofAgent. Each of the Notes Collateral Agent and the Revolving Collateral ABL Agent is hereby authorized to make any such endorsements as agent for the other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the earlier of the Discharge of Revolving ABL Obligations or the Discharge of Notes Obligations. Notes Agent for itself and each other Notes Claimholder agrees that if, at any time, all or any part of any payment with respect to any ABL Obligations secured by any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, to the extent still within its possession, it will promptly pay over to ABL Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such ABL Obligations. ABL Agent for itself and each other ABL Claimholder agrees that if, at any time, all or any part of any payment with respect to any Notes Obligations secured by any Notes Priority Collateral previously made shall be rescinded for any reason whatsoever, and notwithstanding the fact that ABL Obligations under the ABL Credit Agreement are not secured by Notes Priority Collateral, it will promptly pay over to Notes Agent any payment received by it in respect of any such Notes Priority Collateral and shall promptly turn any such Notes Priority Collateral then held by it over to Notes Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Notes Obligations.

Appears in 1 contract

Samples: Intercreditor Agreement (LSB Industries Inc)

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