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 or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the Senior Agent for application to the Senior Indebtedness in accordance with the terms of the Senior Loan Documents, until the Senior Indebtedness Payment Date has occurred and thereafter, to the Subordinated Holder Representative for application to the Subordinated Indebtedness in accordance with the Subordinated Debenture Documents and thereafter to Borrower in accordance with the Subordinated Debenture Documents. Until the occurrence of the Senior Indebtedness Payment Date, any Common Collateral, including, without limitation, any such Common Collateral constituting proceeds, received by any Subordinated Holder in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Senior Agent, for the benefit of the Senior First Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Subordinated Holder, by entering into the Subordinated Debenture Purchase Agreement and/or the Indenture and purchasing the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness), hereby authorizes the Senior Agent to make any such endorsements as agent for such Subordinated Holder (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 or resulting from any Enforcement ActionCollateral, and whether or not pursuant to an Insolvency a Proceeding, shall be distributed as follows: first to the Senior Agent Creditor Representative for application to the Senior Indebtedness Debt in accordance with the terms of the Senior Loan Debt Documents, until the Payment in Full of the Senior Indebtedness Payment Date Debt has occurred and second, to the Subordinated Creditor Representative for application in accordance with the Subordinated Debt Documents until the payment in full of the Subordinated Debt (other than Unasserted Obligations), and thereafter, to the Subordinated Holder Representative for application to the Subordinated Indebtedness in accordance with the Subordinated Debenture Documents and thereafter to Borrower in accordance with the Subordinated Debenture Documentsor as otherwise required by law. Until the occurrence of the Payment in Full of the Senior Indebtedness Payment DateDebt, any Common Collateral, including, including without limitation, limitation any such Common Collateral constituting proceeds, that may be received by any Subordinated Holder Creditor in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Senior AgentCreditor Representative, for the benefit of the Senior First Priority Secured PartiesCreditors, in the same form as received, with any necessary endorsements, and each Subordinated Holder, by entering into the Subordinated Debenture Purchase Agreement and/or the Indenture and purchasing the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness), Creditor hereby authorizes the Senior Agent Creditor Representative to make any such endorsements as agent for such the Subordinated Holder Creditor Representative (which authorization, being coupled with an interest, is irrevocable).]

Application of Proceeds; Turnover Provisions. (a) All proceeds of Common ABL Priority Collateral (including, including without limitation, limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common ABL Priority Collateral in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the Senior ABL Agent for application to the Senior Indebtedness ABL Obligations in accordance with the terms of the Senior Loan ABL Documents, until the Senior Indebtedness ABL Obligations Payment Date has occurred occurred; second to the Indenture Agent for application to the Indenture Obligations in accordance with the terms of the Indenture Documents, until the Indenture Obligations Payment Date has occurred; and thereafter, to the Subordinated Holder Representative for application applicable Grantor, or its successors or assigns, or to whosoever may be lawfully entitled to receive the Subordinated Indebtedness in accordance with the Subordinated Debenture Documents and thereafter to Borrower in accordance with the Subordinated Debenture Documentssame or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. Until the occurrence of the Senior Indebtedness ABL Obligations Payment Date, any Common ABL Priority Collateral, including, including without limitation, limitation any such Common ABL Priority Collateral constituting proceeds, that may be received by any Subordinated Holder Indenture Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Senior ABL Agent, for the benefit of the Senior First Priority ABL Secured Parties, in the same form as received, with any necessary endorsements, and each Subordinated Holder, by entering into the Subordinated Debenture Purchase Agreement and/or the Indenture and purchasing the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness), Secured Party hereby authorizes the Senior ABL Agent to make any such endorsements as agent for such Subordinated Holder the Indenture Agent (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including, without limitation, including any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with or resulting from any Enforcement ActionAction or that occurs after any Event of Default (as defined in the First-Priority Documents), and 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 Senior Agent First-Priority Representative for application to the Senior Indebtedness First-Priority Obligations in accordance with the terms of the Senior Loan First-Priority Documents, until the Senior Indebtedness First-Priority Obligations Payment Date has occurred and thereafter, to the Subordinated Holder Second-Priority Representative for application to the Subordinated Indebtedness in accordance with the Subordinated Debenture Documents and thereafter to Borrower in accordance with terms of the Subordinated Debenture Second-Priority Documents. Until the occurrence of the Senior Indebtedness First-Priority Obligations Payment Date, any Common Collateral, including, without limitation, including any such Common Collateral constituting proceeds, that may be received by any Subordinated Holder Second-Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Senior AgentFirst-Priority Representative, for the benefit of the Senior First First-Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Subordinated Holder, by entering into the Subordinated Debenture Purchase Agreement and/or the Indenture and purchasing the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness), Second-Priority Secured Party hereby authorizes the Senior Agent First-Priority Representative to make any such endorsements as agent for such Subordinated Holder 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 or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the Senior Agent for application to the Senior Indebtedness in accordance with the terms of the Senior Loan Documents, until the Senior Indebtedness Payment Date has occurred and thereafter, to the Subordinated Holder Representative for application to the Subordinated Indebtedness in accordance with the Subordinated Debenture Documents and thereafter to Borrower in accordance with the Subordinated Debenture Documents. Until the occurrence of the Senior Indebtedness Payment Date, any Common Collateral, including, without limitation, any such Common Collateral constituting proceeds, received by any Subordinated Holder in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Senior Agent, for the benefit of the Senior First Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Subordinated Holder, by entering into the Subordinated Debenture Purchase Agreement and/or the Indenture and purchasing the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness), hereby authorizes the Senior Agent to make any such endorsements as agent for such Subordinated Holder (which authorization, being coupled with an interest, is irrevocable).