Common use of Application of Proceeds; Turnover Provisions Clause in Contracts

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an Enforcement Action or the exercise by any First Priority Secured Party or any Second Priority Secured Party of any of its respective rights and remedies with respect to Common Collateral, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First Priority Representative for application to the First Priority Obligations in accordance with the terms of the First Priority Documents, until the First Priority Obligations Payment Date has occurred and thereafter, to the Second Priority Representative for application in accordance with the Second Priority Documents. Until the occurrence of the First Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority Representative, for the benefit of the First Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including including, without limitation limitation, any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an resulting from any Enforcement Action or the exercise by any First Priority Secured Party or any Second Priority Secured Party of any of its respective rights and remedies with respect to Common CollateralAction, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First Priority Representative for application to the First Priority Obligations in accordance with the terms of the First Priority Documents, until the First Priority Obligations Payment Date has occurred and thereafter, to the Second Priority Representative for application to be applied as follows: first, to amounts owing to the Second Priority Representative in its capacity as collateral agent in accordance with the terms of the Second Priority Security Documents; second, to amounts owing to the Trustee in its capacity as such in accordance with the terms of the Existing Second Priority Agreement and to the representatives of any other holders of Second Priority Obligations, in their capacity as such; and third, ratably to amounts owing to the Noteholders (in accordance with the terms of the Existing Second Priority Agreement) and holders of any other Second Priority Obligations. Until the occurrence of the First Priority Obligations Payment Date, any Common Collateral, including including, without limitation limitation, any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority Representative, for the benefit of the First Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds Proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an Enforcement Action or the exercise by any First Priority Secured Party or any Second Priority Secured Party of any of its respective rights and remedies with respect to Common Collateral, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first until the First Priority Obligations Payment Date, to the First Priority Representative for application to the First Priority Obligations then outstanding in accordance with the terms of the First Priority Documents, until the First Priority Obligations Payment Date has occurred and thereafter; second, to the Second Priority Representative for application in accordance with the Second Priority DocumentsDocuments and; third, to the payment of any other obligations to the First Priority Secured Parties. Until the occurrence of the First Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceedsProceeds, that may be received by any First Priority Secured Party or Second Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority Representative, for the benefit of the First Priority Secured Parties, or to the Second Priority Representative for the benefit of the Second Priority Secured Parties, as the case may be, in the same form as received, with any necessary endorsements, and each First Priority Secured Party and Second Priority Secured Party hereby authorizes the Second Priority Representative and the First Priority Representative Representative, respectively to make any such endorsements as its agent for the Second Priority Representative (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an pursuant to any Enforcement Action or the exercise by that occurs after any First Priority Secured Party or any Second Priority Secured Party Event of any of its respective rights and remedies with respect to Common CollateralDefault, whether or not pursuant to an Insolvency Proceeding, or during the pendency of any Insolvency Proceeding shall be distributed as follows: first to the First Priority Representative for application to the First Priority Obligations in accordance with the terms of the Pari Passu Intercreditor Agreement and the First Priority Documents, Documents until the Discharge of the First Priority Obligations Payment Date has occurred and thereafter, to the Second Priority Representative for application in accordance with the terms of the Second Priority DocumentsDocuments and thereafter, after payment in full of all the First Priority Obligations and Second Priority Obligations, to the Borrower and the other Grantors or their successors and assigns, as their interest may appear, or as a court of competent jurisdiction may direct. Until the occurrence Discharge of the First Priority Obligations Payment Datehas occurred, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority Representative, for the benefit of the First Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an Enforcement Action or the exercise by any First Priority Secured Party or any Second Priority Secured Party of any of its respective rights and remedies with respect to Common CollateralAction, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First Lien Priority Representative Representatives for application to the First Lien Priority Obligations in accordance with the terms of the First Lien Priority Documents, on a pro rata basis based on the aggregate outstanding principal amount of First Lien Priority Obligations under the First Lien Priority Agreements then outstanding, until the First Lien Priority Obligations Payment Date has occurred and thereafter, to the Second Lien Priority Representative Representatives for application to the Second Lien Priority Obligations in accordance with the terms of the Second Lien Priority Documents, on a pro rata basis based on the aggregate outstanding principal amount of Second Lien Priority Obligations under the Second Lien Priority Agreements then outstanding. Until the occurrence of the First Lien Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Lien Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Controlling First Lien Priority Representative, for the benefit of the First Lien Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Second Lien Priority Secured Party hereby authorizes the Controlling First Lien Priority Representative to make any such endorsements as agent for the Second Lien Priority Representative (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an Enforcement Action or the exercise by any First Priority Secured Party or any Second Priority Secured Party of any of its respective rights and remedies with respect to Common CollateralAction, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First Lien Senior Priority Representative for application to the First Lien Senior Priority Obligations in accordance with the terms of the First Lien Senior Priority Documents, until the First Lien Senior Priority Obligations Payment Date has occurred and thereafter, to the Second First Lien Junior Priority Representative for application to the First Lien Junior Priority Obligations in accordance with the Second terms of the First Lien Junior Priority Documents. Until the occurrence of the First Lien Senior Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second First Lien Junior Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien Senior Priority Representative, for the benefit of the First Lien Senior Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Second First Lien Junior Priority Secured Party hereby authorizes the First Lien Senior Priority Representative to make any such endorsements as agent for the Second First Lien Junior Priority Representative (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an resulting from any Enforcement Action or that occurs after and during the exercise by continuation of any Event of Default (as defined in the First Priority Secured Party or any Second Priority Secured Party of any of its respective rights and remedies with respect to Common CollateralDocuments), whether or not pursuant to an Insolvency Proceeding, or during the pendency of any Insolvency Proceeding shall be distributed as follows: first to the First Priority Representative for application to the First Priority Obligations in accordance with the terms of the First Priority Documents, until the First Priority Obligations Payment Date has occurred and thereafter, to the Second Priority Representative for application in accordance with the terms of the Second Priority Documents. Until the occurrence of the First Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority Representative, for the benefit of the First Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an or resulting from any Enforcement Action or the exercise by any First Priority Secured Party or any Second Priority Secured Party of any of its respective rights Action, and remedies with respect to Common Collateral, whether or not pursuant to an a Insolvency Proceeding, shall be distributed as follows: first first, to the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Enforcement Action, second, to the First Priority Representative for application application, on a pro rata basis, to the First Priority Obligations in accordance with the terms of the First Priority Documents, until the First Priority Obligations Payment Date has occurred and thereafteroccurred, third, to the Second Priority Representative Lien Term Loan Agent for application application, on a pro rata basis, in accordance with the Second Priority Documents, until the Second Priority Obligations Payment Date has occurred, and fourth, the balance, if any, to the Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a writ of competent jurisdiction may direct. Until the occurrence of the First Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority Representative, Representative for the benefit of the First Priority Secured Parties, Parties in the same form as received, with any necessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative Representative, to make any such endorsements as agent for the Second Priority Representative Lien Term Loan Agent (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an resulting from any Enforcement Action or that occurs after any Event of Default (as defined in the exercise by any First Priority Secured Party or any Second Priority Secured Party of any of its respective rights and remedies with respect to Common CollateralDocuments), whether or not pursuant to an Insolvency or Liquidation Proceeding, or during the pendency of any Insolvency or Liquidation Proceeding shall be distributed as follows: first first, to the First Priority Representative for application to the First Priority Lien Obligations in accordance with the terms of the First Priority Documents, until the First Priority Lien Obligations Payment Date has occurred and thereafter, to the Second Priority Representative for application in accordance with the terms of the Second Priority Documents. Until the occurrence of the First Priority Lien Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority Representative, for the benefit of the First Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All So long as the First Priority Obligations Payment Date has not occurred, regardless of whether an Insolvency Proceeding has been commenced, the Common Collateral, amounts received on account of the Common Collateral and the proceeds of the Common Collateral (including without limitation any interest earned thereon) Collateral, including, but not limited to, the proceeds, payments, distributions or collections, resulting from the sale, collection or other disposition of Common Collateral Collateral, in each case, in connection with an Enforcement Action or the exercise by any First Priority Secured Party of remedies or any Second Priority Secured Party of any of its respective rights and remedies with respect to Common Collateral, whether or not pursuant to in an Insolvency Proceeding, shall be distributed as follows: first to the First Priority Representative for application to the First Priority Obligations in accordance with the terms of the First Priority Documents, until the First Priority Obligations Payment Date has occurred and thereafter, to the Second Priority Representative for application in accordance with the Second Priority Documents. Until the occurrence of the First Priority Obligations Payment Date, any the Common Collateral, including without limitation any such amounts received on account of the Common Collateral constituting proceedsand proceeds of the Common Collateral, that may be received by any Second Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority Representative, for the benefit of the First Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an resulting from any Enforcement Action or that occurs after any Event of Default (as defined in the exercise by any First Priority Secured Party or any Second Priority Secured Party of any of its respective rights and remedies with respect to Common CollateralDocuments), whether or not pursuant to an Insolvency Proceeding, or during the pendency of any Insolvency Proceeding shall be distributed as follows: first to the First Priority Representative for application to the First Priority Obligations in accordance with the terms of the First Priority Documents, until the First Priority Obligations Payment Date has occurred and thereafter, to the Second Priority Representative for application in accordance with the terms of the Second Priority Documents. Until the occurrence of the First Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority Representative, for the benefit of the First Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an resulting from any Enforcement Action or that occurs after any Event of Default (as defined in the exercise by any First Priority Secured Party or any Second Priority Secured Party of any of its respective rights and remedies with respect to Common CollateralDocuments), whether or not pursuant to an Insolvency or Liquidation Proceeding, or during the pendency of any Insolvency or Liquidation Proceeding shall be distributed as follows: first to the First Priority Representative for application to the First Priority Obligations in accordance with the terms of the First Priority DocumentsIntercreditor Agreement, until the First Priority Obligations Payment Date has occurred and thereafter, to the Second Priority Representative for application in accordance with the terms of the Second Priority DocumentsDocuments and thereafter, after payment in full of all the First Priority Obligations and Second Priority Obligations, to the Company and the other Grantors or their successors and assigns, as their interest may appear, or as a court of competent jurisdiction may direct. Until the occurrence of the First Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority Representative, for the benefit of the First Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an Enforcement Action or the exercise by any First Priority Secured Party or any Second Priority Secured Party of any of its respective rights and remedies with respect to Common CollateralAction, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First Priority Representative for application to the First Priority Obligations in accordance with the terms of the First Priority Documents, until the First Priority Obligations Payment Date has occurred and thereafter, to the Second Priority Representative INTERCREDITOR AGREEMENT, Page 11 Secured Party for application in accordance with the Second Priority Documents. Until the occurrence of the First Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any the Second Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority Representative, for the benefit of the First Priority Secured Parties, in the same form as received, with any necessary endorsements, and each the Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative Secured Party (which authorization, being coupled with an interest, is irrevocable).