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 a 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). Neither the First Priority Representative nor any other First Priority Secured Party has any obligation of any nature whatsoever to the Second Priority Representative or the Second Priority Secured Parties with respect to the application of proceeds of Common Collateral other than to turn over proceeds of Common Collateral after the First Priority Obligations Payment Date, and then only to the extent that (i) such proceeds are within its control and (ii) such distribution is not contrary to law, the provisions of any First Priority Documents to which it is a party or an order of a court of competent jurisdiction (including, without limitation, a court in an Insolvency Proceeding). Upon the turnover of such Common Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations purported to be satisfied by the payment of such Common Collateral shall be deemed by all parties hereto to be reinstated in full as though such payment had never occurred.

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 of, or other action with respect to, or any casualty loss or other insured loss with respect to, any Common Collateral (a) in connection with or resulting from any Enforcement Action, and (b) in connection with or resulting from any action or proceeding or other matter which is in violation of this Agreement or any First Priority Document or (c) which are required, in accordance with any First Priority Document, to be paid or delivered to or for the benefit of the First Priority Representative or the other First Priority Secured Parties (unless such requirement has been waived in writing in accordance with the First Priority Agreement, in which case such proceeds shall be distributed to the Second Priority Representative for application in accordance with the Second Priority Documents), whether or not pursuant to a 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 occurred, and thereafter, to the Second Priority Representative for application to the Second Priority Obligations 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 Secured Parties (which authorization, being coupled with an interest, is irrevocable). Neither the First Priority Representative nor any other First Priority Secured Party has any obligation of any nature whatsoever to the Second Priority Representative or the Second Priority Secured Parties with respect to the application of proceeds of Common Collateral other than to turn over proceeds of Common Collateral after the First Priority Obligations Payment Date, and then only to the extent that (i) such proceeds are within its control and (ii) such distribution is not contrary to law, the provisions of any First Priority Documents to which it is a party or an order of a court of competent jurisdiction (including, without limitation, a court in an Insolvency Proceeding). Upon the turnover of such Common Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations purported to be satisfied by the payment of such Common Collateral shall be deemed by all parties hereto to be reinstated in full as though such payment had never occurred.

Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from any Enforcement Action relating to the saleCommon Collateral, collection or other disposition of Common Collateral in connection with or resulting whether such proceeds resulted from any an Enforcement Action, an Insolvency Proceeding or otherwise, and whether or not pursuant to a Insolvency Proceedingany and all amounts received in violation of the subordination provisions set forth in Section 2.1 hereof, shall be distributed as follows: first to the First Priority Representative for application to the First Priority Obligations (other than any Excess First Priority Obligations) in accordance with the terms of the First Priority Documents, until the First Priority Obligations Termination Date has occurred, second, to the Second Priority Representative for application to the Second Priority Obligations (other than any Excess Second Priority Obligations) in accordance with the terms of the Second Priority Documents until the Second Priority Obligations Termination Date has occurred, third, to the First Priority Representative for application to the Excess First Priority Obligations in accordance with the terms of the First Priority Documents, until the First Priority Obligations Payment Date has occurred occurred, and thereafterfourth, 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 Any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party Party, or, as the case may be, any First 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, as the case may be, the Second Priority Representative, for the benefit of the Second Priority Secured Parties, in each case, in the same form as received, with any necessary endorsements, and (i) each of the Second Priority Secured Party Parties hereby authorizes the First Priority Representative to make any such endorsements as agent for such Second Priority Secured Party and (ii) each of the First Priority Secured Parties hereby authorizes the Second Priority Representative to make any such endorsements as agent for such First Priority Secured Party (in each case, which authorization, being coupled with an interest, is irrevocable). Neither For purposes of this Agreement, each of the First Priority Representative nor any other First Second Priority Secured Parties agrees that in an Insolvency Proceeding of the Borrower or any Loan Party, any debt or equity securities issued or to be issued by the reorganized or liquidating Borrower or any reorganized or liquidating Loan Party has any obligation of any nature whatsoever that is allocated to the Second Priority Representative or on account of the Second Priority Secured Parties with respect Obligations in a plan of reorganization or liquidation shall be deemed to the application of be proceeds of Common Collateral other than to turn over proceeds of Common Collateral after the First Priority Obligations Payment Date, and then only that are subject to the extent that (i) such proceeds are within its control and (ii) such distribution is not contrary to law, the turnover provisions of any First Priority Documents to which it is a party or an order of a court of competent jurisdiction (including, without limitation, a court in an Insolvency Proceeding). Upon the turnover of such Common Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations purported to be satisfied by the payment of such Common Collateral shall be deemed by all parties hereto to be reinstated in full as though such payment had never occurredthis Section 5.1.

Application of Proceeds; Turnover Provisions. (a) All proceeds of Common ABL Priority Collateral (to the extent such ABL Priority Collateral constitutes 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 a an Insolvency Proceeding, shall be distributed as follows: first : (b) All proceeds of the Term Loan Priority Collateral (to the First extent such Term Loan Priority Representative for application Collateral constitutes Common Collateral) (including any interest earned thereon) resulting from any Enforcement Action, and whether or not pursuant to the First Priority Obligations in accordance with the terms an Insolvency Proceeding, shall be distributed as follows: (c) With respect to each Type of the First Priority DocumentsCommon Collateral, 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, no Second Priority Secured Party or Third Priority Secured Party may accept any such Common Collateral, including without limitation any such Common Collateral constituting proceeds, that in satisfaction, in whole or in part, of the Second Priority Secured Obligations or Third Priority Secured Obligations, as the case may be be, in violation of Sections 4.1(a) or 4.1(b). Any Common Collateral, including any Common Collateral constituting proceeds, received by any a Second Priority Secured Party in violation of this Agreement or Third Priority Secured Party that is not permitted to be received pursuant to the preceding sentence shall be segregated and held in trust and promptly paid turned over to the First Priority RepresentativeRepresentative with respect to such Common Collateral to be applied in accordance with Section 4.1(a) or 4.1(b), for as the benefit of the First Priority Secured Partiescase may be, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party and each Third Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative and the Third Priority Representative (which authorization, being coupled with an interest, is irrevocable). Neither the First Priority Representative nor any other First Priority Secured Party has any obligation of any nature whatsoever to the Second Priority Representative or the Second Priority Secured Parties with respect to the application of proceeds of Common Collateral other than to turn over proceeds of Common Collateral after the First Priority Obligations Payment Date, and then only to the extent that (i) such proceeds are within its control and (ii) such distribution is not contrary to law, the provisions of any First Priority Documents to which it is a party or an order of a court of competent jurisdiction (including, without limitation, a court in an Insolvency Proceeding). Upon the turnover of such Common Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations or the Third Priority Obligations purported to be satisfied by the payment of such Common Collateral shall be deemed by all parties hereto to be immediately reinstated in full as though such payment had never occurred.

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 pursuant to an Enforcement Action, and whether or not pursuant to a 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; second to the Second Priority Representative for application to the Second Priority Obligations in accordance with the terms of the Second Priority Documents, until the Second Priority Obligations Payment Date has occurred and thereafter, to the Second Third Priority Representative for application in accordance with the Second Third 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 or Third Priority Secured Party in violation of this Agreement (other than payments of Second Priority Obligations or Third Priority Obligations received, respectively, by the Second Priority Representative or Third Priority Representative in the ordinary course of business, without notice of being received in violation of this agreement, and distributed to the Second Priority Secured Parties or Third Priority Secured Parties entitled to receive such payments made in the ordinary course) 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 and Third Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative and the Third Priority Representative (which authorization, being coupled with an interest, is irrevocable). Neither After the occurrence of the First Priority Representative nor any other First Priority Secured Party has any obligation Obligations Payment Date and until the occurrence of any nature whatsoever to the Second Priority Representative or the Second Priority Secured Parties with respect to the application of proceeds of Common Collateral other than to turn over proceeds of Common Collateral after the First Priority Obligations Payment Date, and then only to the extent that (i) such proceeds are within its control and (ii) such distribution is not contrary to lawany Common Collateral, the provisions of including without limitation any First Priority Documents to which it is a party or an order of a court of competent jurisdiction (including, without limitation, a court in an Insolvency Proceeding). Upon the turnover of such Common Collateral as contemplated constituting proceeds, that may be received by the immediately preceding sentence, any Third Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Second Priority Obligations purported Representative, for the benefit of the Second Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Third Priority Secured Party hereby authorizes the Second Priority Representative to be satisfied by make any such endorsements as agent for the payment of such Common Collateral shall be deemed by all parties hereto to be reinstated in full as though such payment had never occurredThird Priority Representative (which authorization, being coupled with an interest, is irrevocable).