Payment Turnover Clause Samples
The Payment Turnover clause defines the process and timing by which payments are transferred or remitted between parties under an agreement. Typically, this clause outlines when payments must be made, the method of transfer, and any conditions that must be met before funds are turned over, such as the completion of certain deliverables or the receipt of invoices. By specifying these details, the clause ensures that both parties have a clear understanding of their financial obligations and helps prevent disputes over payment timing or procedures.
Payment Turnover. (a) So long as the Discharge of Working Capital Obligations has not occurred, any Working Capital Priority Collateral or proceeds thereof (together with assets or proceeds subject to Liens referred to in Section 6.4) received by the Term Loan Agent or any other Term Loan Claimholders, or by any Additional Agent or any other applicable Additional Claimholders, in connection with the exercise of any right or remedy (including set-off or recoupment) in respect of the Working Capital Priority Collateral shall be segregated and held in trust and forthwith paid over to the Working Capital Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Working Capital Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent or any such Term Loan Claimholders, or such Additional Agent or any such Additional Claimholders. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.
(b) So long as the Discharge of Term Loan Obligations and the Discharge of Additional Obligations have not occurred, any Term Loan Priority Collateral or proceeds thereof (together with assets or proceeds subject to Liens referred to in Section 6.4) received by the Working Capital Agent or any other Working Capital Claimholders in connection with the exercise of any right or remedy (including set-off or recoupment) in respect of the Term Loan Priority Collateral shall be segregated and held in trust and forthwith paid over to the Term Loan Representative for application in accordance with Section 4.1(a) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Each of the Term Loan Agent and any Additional Agent is hereby authorized to make any such endorsements as agent for the Working Capital Agent or any such Working Capital Claimholders. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.
Payment Turnover. Until such time as the Discharge of First-Lien Obligations has occurred, any Collateral or proceeds thereof (including any distribution in respect of the Collateral) received by the Second-Lien Agent or any other Second-Lien Claimholders in connection with the exercise of any right or remedy (including setoff or recoupment) relating to the Collateral or in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) or that is otherwise inconsistent with this Agreement (including Section 2.5 hereof) shall be segregated and held in trust and promptly paid over to a First-Lien Agent for the benefit of the First-Lien Creditors in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Each First-Lien Agent is hereby authorized to make any such endorsements as agent for the Second-Lien Agent or any such other Second-Lien Claimholders. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.
Payment Turnover. So long as the Discharge of First Lien Obligations has not occurred and except as specifically permitted by Section 4.3, any Collateral or proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.5(b) received by the Second Lien Administrative Agent or any Second Lien Claimholders in connection with the exercise of any right or remedy (including set-off or recoupment) in respect of the Collateral shall be segregated and held in trust and forthwith paid over to the First Lien Administrative Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The First Lien Administrative Agent is hereby authorized to make any such endorsements as agent for the Second Lien Administrative Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.
Payment Turnover. So long as the Discharge of First Lien Obligations has not occurred and except as specifically permitted by Section 4.3, any Collateral or proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.5(b)) received by the Second Lien Administrative Agent or any Second Lien Secured Parties in connection with the exercise of any right or remedy (including set-off or recoupment) in respect of the Collateral shall be segregated and held in trust and forthwith paid over to the First Lien Administrative Agent for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The First Lien Administrative Agent is hereby authorized to make any such endorsements as agent for the Second Lien Administrative Agent or any such Second Lien
Payment Turnover. Until the Discharge of First Lien Obligations, whether or not an Insolvency Proceeding has commenced, Collateral or Proceeds (including insurance proceeds or property or Proceeds subject to Liens referred to in paragraph (d) of section 1.5, “First and Second Lien Collateral to Be Identical”) received by a Second Lien Claimholder in connection with an Enforcement Action, subject to section 6.7, “Reorganization Securities,” will be:
(a) segregated and held in trust, and
(b) promptly paid over to the First Lien Authorized Person in the form received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, and applied in accordance with section 4.1 “Application of Proceeds.” The First Lien Authorized Person is authorized to make such endorsements as agent for the Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations.
Payment Turnover. Until the last to occur of the Discharge of First Lien Nexstar Obligations and the Discharge of First Lien Mission Obligations, whether or not an Insolvency Proceeding has commenced, Collateral or Proceeds (including insurance proceeds or property or Proceeds received by a Second Lien Claimholder in connection with the exercise of a right or remedy (including set-off, recoupment, or an Enforcement Action)) will be
(a) segregated and held in trust, and
(b) promptly paid over to First Lien Nexstar Agent (with respect to property of a Nexstar Entity) or to First Lien Mission Agent (with respect to property of a Mission Entity or ▇▇▇▇▇) in the form received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Each of First Lien Nexstar Agent and First Lien Mission Agent is authorized to make such endorsements as agent for the Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the last to occur of Discharge of First Lien Nexstar Obligations and the Discharge of First Lien Mission Obligations.
Payment Turnover. Until the Discharge of First Lien Obligations, whether or not an Insolvency Proceeding has commenced, Shared Collateral or Proceeds thereof (including insurance proceeds or property) received by a Second Lien Claimholder in connection with an Enforcement Action or, subject to Section 5.7, received in connection with any Insolvency Proceeding, will be, to the extent constituting Shared Collateral or Proceeds thereof (as determined in accordance with Section 4.1):
(a) segregated and held in trust, and
(b) promptly paid over to First Lien Agent in the form received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to be applied in accordance with Section 4.1. First Lien Agent is authorized to make such endorsements as agent for the Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations.
Payment Turnover. So long as the Discharge of First Lien Obligations has not occurred (and, after the Second Lien Obligations have been paid in full up to the Second Lien Cap Amount, if there are any Excess First Lien Obligations still owing to any First Lien Claimholder), any Collateral or proceeds thereof (together with assets or proceeds subject to Liens referred to in the final sentence of Section 2.5(b) received by the Second Lien Collateral Agent or any Second Lien Claimholders in connection with the any Enforcement Action shall be segregated and held in trust by the Second Lien Collateral Agent and upon demand by the First Lien Collateral Agent and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements, and applied in accordance with Section 4.1; provided, the Second Priority Liens will remain attached to and, subject Sections 2.1 and 3.1, enforceable against all proceeds so held or remitted. The First Lien Collateral Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Agent or any such Second Lien Claimholders. This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms.
Payment Turnover. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower or any other Grantor, any Collateral or Proceeds thereof (including assets or Proceeds subject to Liens referred to in Section 2.3) received by the Second Lien Agent or any Second Lien Noteholders relating to the Collateral, including any Enforcement Action relating to the Collateral, shall be segregated and held in trust and forthwith paid over to the First Lien Holder in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The First Lien Holder is hereby authorized to make any such endorsements as agent for the Second Lien Agent or any such Second Lien Noteholders. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations.
Payment Turnover. (a) Subject to Section 6.8, until the Discharge of First Lien Obligations, regardless of whether an Insolvency Proceeding has commenced, Collateral or Proceeds thereof (including insurance proceeds or property or Proceeds subject to Liens securing the First Lien Obligations or the Second Lien Obligations but other than any non-cash proceeds received on account of any Second Lien Priority Collateral) that are received by a Second Lien Claimholder in connection with an Enforcement Action, otherwise in contravention of this Agreement, or in connection with an Insolvency Proceeding, will be:
(1) segregated and held in trust; and
(2) promptly paid over to the First Lien Agent in the form received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The First Lien Agent is authorized to make such endorsements as agent for any such Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations.
(b) Collateral or Proceeds thereof that are paid over to the First Lien Agent pursuant to Section 4.4(a) will be applied as set forth in Section 4.1.