Common use of Turnover of Collateral After Discharge Clause in Contracts

Turnover of Collateral After Discharge. Upon the Discharge of ABL Obligations, the ABL Collateral Agent shall (a) notify the New First Lien Collateral Agent in writing of the occurrence of such Discharge of ABL Obligations and (b) subject to the First Lien Intercreditor Agreement, at the Company’s expense, deliver to the New First Lien Collateral Agent or execute such documents as the New First Lien Collateral Agent may reasonably request (including assignment of control agreements with respect to ABL Controlled Accounts) in order to effect a transfer of control to the New First Lien Collateral Agent over any and all ABL Controlled Accounts in the same form as received with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct; provided, however, that the ABL Collateral Agent shall not be required hereunder to deliver such instruments or documents relating to the control agreements with respect to ABL Collateral Agreements if, as of the time of such Discharge of ABL Obligations, no Event of Default (as defined in the New First Lien Agreement) has occurred or is then continuing. The ABL Collateral Agent shall presume that an Event of Default has occurred and is continuing under the New First Lien Agreement unless at the time of such Discharge of ABL Obligations the Company shall have delivered to each of the Collateral Agents an officer’s certificate executed by an Authorized Officer (as defined in the ABL Credit Agreement) certifying that no such Event of Default has occurred and is then continuing (and the New First Lien Collateral Agent shall have confirmed in writing to the ABL Collateral Agent that it has no actual knowledge of the continuance of an Event of Default under the New First Lien Agreement), upon which the ABL Collateral Agent may conclusively rely (it being understood that neither such officer’s certificate nor Collateral Agent’s confirmation will effect whether or not such Event of Default has in fact occurred or is then in fact continuing).

Turnover of Collateral After Discharge. Upon the Discharge of ABL Obligations, the ABL Collateral Agent shall (a) notify the New First Lien Collateral Agent in writing of the occurrence of such Discharge of ABL Obligations and (b) subject to the First Lien Intercreditor Agreement, at the Company’s expense, deliver to the New First Lien Collateral Agent or execute such documents as the New First Lien Collateral Agent may reasonably request (including assignment of control agreements with respect to ABL Controlled Accounts) in order to effect a transfer of control to the New First Lien Collateral Agent over any and all ABL Controlled Accounts in the same form as received with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct; provided, however, that the ABL Collateral Agent shall not be required hereunder to deliver such instruments or documents relating to the control agreements with respect to ABL Collateral Agreements if, as of the time of such Discharge of ABL Obligations, no Event of Default (as defined in the New First Lien AgreementAgreements) has occurred or is then continuing. The ABL Collateral Agent shall presume that an Event of Default has occurred and is continuing under the New First Lien Agreement Agreements unless at the time of such Discharge of ABL Obligations the Company shall have delivered to each of the Collateral Agents an officer’s certificate executed by an Authorized Officer (as defined in the ABL Credit Agreement) certifying that no such Event of Default has occurred and is then continuing (and the New First Lien Collateral Agent shall have confirmed in writing to the ABL Collateral Agent that it has no actual knowledge of the continuance of an Event of Default under the New First Lien AgreementAgreements), upon which the ABL Collateral Agent may conclusively rely (it being understood that neither such officer’s certificate nor Collateral Agent’s confirmation will effect whether or not such Event of Default has in fact occurred or is then in fact continuing).

Turnover of Collateral After Discharge. Upon the Discharge of ABL Obligations, the ABL Collateral Agent shall (a) notify the New First Lien CF Collateral Agent (or, if the ABL Collateral Agent has been notified in writing by the Company and the CF Collateral Agent of the occurrence of a Discharge of CF Obligations, the Bonds Collateral Agent) in writing of the occurrence of such Discharge of ABL Obligations and (b) subject to the First Lien Intercreditor Agreement, at the Company’s expense, deliver to the New First such Subordinated Lien Collateral Agent or execute such documents as the New First such Subordinated Lien Collateral Agent may reasonably request (including assignment of control agreements with respect to ABL Controlled Accounts) in order to effect affect a transfer of control to the New First such Subordinated Lien Collateral Agent over any and all ABL Controlled Accounts in the same form as received with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct; provided, however, that the ABL Collateral Agent shall not be required hereunder to deliver such instruments or documents relating to the control agreements with respect to ABL Collateral Agreements if, as of the time of such Discharge of ABL Obligations, no Event of Default (as defined in the New First Lien AgreementCF Credit Agreement or the Indenture) has occurred or is then continuing. The ABL Collateral Agent shall presume that an Event of Default has occurred and is continuing under the New First Lien CF Agreement and the Indenture unless at the time of such Discharge of ABL Obligations the Company shall have delivered to each of the Collateral Agents an officer’s certificate executed by an Authorized Officer (as defined in the ABL Credit Agreement) certifying that no such Event of Default has occurred and is then continuing (and each of the New First Lien CF Collateral Agent and the Bonds Collateral Agent shall have confirmed in writing to the ABL Collateral Agent that it has no actual knowledge of the continuance of an Event of Default under the New First Lien AgreementCF Credit Facility or the Indenture, as applicable), upon which the ABL Collateral Agent may conclusively rely (it being understood that neither such officer’s certificate nor Collateral Agent’s confirmation will effect whether or not such Event of Default has in fact occurred or is then in fact continuing).

Turnover of Collateral After Discharge. Upon the Discharge of ABL Obligations, the ABL Collateral Agent shall (a) notify the New First Lien CF Collateral Agent in writing of the occurrence of such Discharge of ABL Obligations and (b) subject to the First Lien Intercreditor Agreement, at the Company’s expense, deliver to the New First Lien CF Collateral Agent or execute such documents as the New First Lien CF Collateral Agent may reasonably request (including assignment of control agreements with respect to ABL Controlled Accounts) in order to effect affect a transfer of control to the New First Lien CF Collateral Agent over any and all ABL Controlled Accounts in the same form as received with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct; provided, however, that the ABL Collateral Agent shall not be required hereunder to deliver such instruments or documents relating to the control agreements with respect to ABL Collateral Agreements if, as of the time of such Discharge of ABL Obligations, no Event of Default (as defined in the New First Lien CF Credit Agreement) has occurred or is then continuing. The ABL Collateral Agent shall presume that an Event of Default has occurred and is continuing under the New First Lien CF Agreement unless at the time of such Discharge of ABL Obligations the Company shall have delivered to each of the Collateral Agents an officer’s certificate executed by an Authorized Officer (as defined in the ABL Credit Agreement) certifying that no such Event of Default has occurred and is then continuing (and the New First Lien CF Collateral Agent shall have confirmed in writing to the ABL Collateral Agent that it has no actual knowledge of the continuance of an Event of Default under the New First Lien AgreementCF Credit Facility), upon which the ABL Collateral Agent may conclusively rely (it being understood that neither such officer’s certificate nor Collateral Agent’s confirmation will effect whether or not such Event of Default has in fact occurred or is then in fact continuing).

Turnover of Collateral After Discharge. Upon the Discharge of ABL Obligations, Priority Obligations or the ABL Collateral Agent shall (a) notify the New First Lien Collateral Agent Payment in writing of the occurrence of such Discharge Full of ABL Obligations and (b) subject to so long as this Agreement has not been terminated in accordance with Section 7.7, the First Lien Intercreditor Agreement, at the Company’s expense, ABL Agent shall deliver to the New First Lien Collateral Note Agent or shall execute such documents as the New First Lien Collateral Note Agent may reasonably request (including assignment at the expense of the Borrowers in accordance with the ABL Credit Agreement and the Indenture) to enable the Note Agent to have control agreements with respect to ABL Controlled Accounts) in order to effect a transfer of control to the New First Lien Collateral Agent over any and all ABL Controlled Accounts Priority Collateral still in the ABL 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; providedprovided that upon the Discharge of Note Priority Obligations, however, that the Note Agent shall deliver to the ABL Agent or shall execute such documents as the ABL Agent may reasonably request (at the expense of the Borrowers in accordance with the ABL Credit Agreement and the Indenture) to enable the ABL Agent to regain control over any such ABL Priority Collateral in the possession, custody, or control of the Note Agent. Upon the Discharge of Note Priority Obligations or the Payment in Full of Note Obligations and so long as this Agreement has not been terminated in accordance with Section 7.7, the Note Agent shall not be required hereunder to deliver such instruments or documents relating to the control agreements with respect to ABL Collateral Agreements if, Agent or shall execute such documents as the ABL Agent may reasonably request (at the expense of the time Borrowers in accordance with the ABL Credit Agreement and the Indenture) to enable the ABL Agent to have control over any Note Priority Collateral still in the Note Agent’s possession, custody or control in the same form as received with any necessary endorsements, or as a court of such competent jurisdiction may otherwise direct; provided that upon the Discharge of ABL Priority Obligations, no Event of Default (as defined in the New First Lien Agreement) has occurred or is then continuing. The ABL Collateral Agent shall presume that an Event of Default has occurred and is continuing under deliver to the New First Lien Agreement unless Note Agent or shall execute such documents as the Note Agent may reasonably request (at the time of such Discharge of ABL Obligations the Company shall have delivered to each expense of the Collateral Agents an officer’s certificate executed by an Authorized Officer (as defined Borrowers in accordance with the ABL Credit Agreement) certifying that no such Event of Default has occurred and is then continuing (Agreement and the New First Lien Indenture) to enable the Note Agent to regain control over any such Collateral Agent shall have confirmed in writing to the possession, custody, or control of the ABL Collateral Agent that it has no actual knowledge of the continuance of an Event of Default under the New First Lien Agreement), upon which the ABL Collateral Agent may conclusively rely (it being understood that neither such officer’s certificate nor Collateral Agent’s confirmation will effect whether or not such Event of Default has in fact occurred or is then in fact continuing).. ​ ​ ​

Turnover of Collateral After Discharge. So long as neither the Discharge of ABL Obligations nor the Discharge of Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Borrower or any Guarantor, any Collateral or Proceeds thereof received by any Collateral Agent or any Notes Secured Parties or the ABL Secured Parties in connection with the exercise of any right or remedy (including set off) relating to the Collateral or otherwise received in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Collateral Agent with a senior lien on such Collateral for the benefit of the Notes Secured Parties or the ABL Secured Parties, as the case may be, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Each Collateral Agent is hereby authorized by the other Collateral Agent to make any such endorsements as agent for the other Collateral Agent or any Notes Secured Parties or the ABL Secured Parties, as the case may be. This authorization is coupled with an interest and is irrevocable until the Discharge of ABL Obligations and Discharge of Notes Obligations. Upon the Discharge of ABL Obligations, the ABL Collateral Agent shall (a) notify the New First Lien Collateral Agent in writing of the occurrence of such Discharge of ABL Obligations and (b) subject to the First Lien Intercreditor Agreement, at the Company’s ABL Borrowers’ expense, ) deliver to the New First Lien Collateral Notes Agent or shall execute such documents as the New First Lien Collateral Notes Agent may reasonably request (including assignment of at the ABL Borrowers’ expense) to enable the Notes Agent to have control agreements with respect to ABL Controlled Accounts) in order to effect a transfer of control to the New First Lien Collateral Agent over any and all Cash Collateral or Control Collateral still in the ABL Controlled Accounts 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; provided. Upon the Discharge of Notes Obligations, however, that the ABL Collateral Notes Agent shall not be required hereunder to deliver such instruments or documents relating to the control agreements with respect to ABL Collateral Agreements if, as of the time of such Discharge of ABL Obligations, no Event of Default (as defined in the New First Lien Agreement) has occurred or is then continuing. The ABL Collateral Agent shall presume that an Event of Default has occurred and is continuing under the New First Lien Agreement unless at the time of such Discharge of ABL Obligations the Company shall have delivered to each of the Collateral Agents an officerNotes Issuer’s certificate executed by an Authorized Officer (as defined in the ABL Credit Agreementexpense) certifying that no such Event of Default has occurred and is then continuing (and the New First Lien Collateral Agent shall have confirmed in writing deliver to the ABL Collateral Agent that it has no actual knowledge of the continuance of an Event of Default under the New First Lien Agreement), upon which or shall execute such documents as the ABL Collateral Agent may conclusively rely (it being understood that neither such officer’s certificate nor reasonably request to enable the ABL Agent to have control over any Cash Collateral or Control Collateral still in the Notes Agent’s confirmation will effect whether possession, custody or not such Event control in the same form as received with any necessary endorsements, or as a court of Default has in fact occurred or is then in fact continuing)competent jurisdiction may otherwise direct.