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 without limitation any interest earned thereon) resulting from the sale, collection collection, or other disposition of Common Collateral in connection with or resulting from any Enforcement ActionCollateral, 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 DocumentsDocuments and/or to be held in a collateral account in the name of the First Priority Representative to secure the First Priority Obligations, in each case 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 (whether or not pursuant to an Insolvency Proceeding and whether or not any claims of the First Priority Representative or the First Priority Secured Parties are allowed or disallowed in violation of this Agreement any such Insolvency Proceeding), 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, 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 Until the First Priority Representative nor any other First Priority Secured Party has any obligation 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 law, the provisions of any First Priority Documents Representative shall be authorized 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 hold any Common Collateral as contemplated by so paid over and apply the immediately preceding sentenceproceeds thereof against the First Priority Obligations until paid in full, and any Common Collateral remaining after the First Priority Obligations Payment Date will be promptly returned to the Second Priority Obligations purported Representative for the benefit of the Second Priority Secured Parties. The Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, hereby grants the First Priority Representative, for the benefit of the First Priority Secured Parties, a continuing security interest and lien on any Common Collateral (including any proceeds thereof) which may from time to time be satisfied by paid over to the First Priority Representative pursuant to this Section 4.1 to secure payment of such Common Collateral shall be deemed by all parties hereto to be reinstated in full as though such payment had never occurredthe First Priority Obligations.

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. All proceeds of Common Shared Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Shared Collateral in connection with or resulting from any Enforcement ActionAction or that occurs after any Event of Default (as defined in the Second Priority Documents), and whether or not pursuant to a an Insolvency Proceeding, or during the pendency of any Insolvency Proceeding shall be distributed as follows: first to the First Second Priority Representative for application to the First Second Priority Obligations in accordance with the terms of the First Second Priority Documents, until the First Second Priority Obligations Payment Date has occurred and thereafter, to the Second Junior Priority Representative for application in accordance with the Second terms of the Junior Priority Documents. Until the occurrence If any Junior Priority Secured Party obtains possession of the First Priority Obligations Payment Date, Shared Collateral or realizes any Common proceeds or payment in respect of the Shared Collateral, including without limitation pursuant to any Junior Priority Security Documents or by the exercise of any rights available to such Common Collateral constituting proceedsJunior Priority Secured Party under applicable law or in any Insolvency Proceeding or through any other exercise of remedies, that may be received by at any time when any Second Priority Secured Party Obligations secured or intended to be secured by such Shared Collateral remains outstanding or any commitment to extend credit that would constitute Second Priority Obligations secured or intended to be secured by such Shared Collateral remains in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority Representativeeffect, for the benefit of the First Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Second then such Junior Priority Secured Party hereby authorizes the First Priority Representative to make any will hold such endorsements as agent Shared Collateral, proceeds or payments in trust for the Second Priority Representative (which authorizationand the holders of any Second Priority Obligations and transfer such Shared Collateral, being coupled proceeds or payments, as the case may be, to the Second Priority Representative. If, at any time, all or part of any payment with an interestrespect to any Second Priority Obligations previously made are rescinded for any reason whatsoever, is irrevocable). Neither the First Priority Representative nor any other First each Junior Priority Secured Party has any obligation of any nature whatsoever will promptly pay over to the Second Priority Representative or any payment received by it in respect of any such Shared Collateral and shall promptly turn any such Shared Collateral then held by it over to 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 DateRepresentative, 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 set forth 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 this Agreement shall be deemed by all parties hereto to be reinstated in full as though if such payment had never occurrednot been made, until the payment and satisfaction in full all of such Second Priority Obligations.

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 a an Insolvency Proceeding, shall be distributed as follows: first to the First Priority Representative for application to the First Priority Obligations (other than Excess First Lien Obligations) in accordance with the terms of the First Priority Documents, until the First Priority Obligations Payment Date has occurred and thereaftersecond, to the Second Priority Representative for application to the Second Priority Obligations in accordance with the Second Priority Documents, and thereafter, to the First Priority Representative for application to any Excess First 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). Neither The Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties, agrees that, to the extent any Second Priority Secured Party or the Second Priority Representative, in its capacity as such, subject to Section 3.2, exercises its rights of set-off against the Company or any other Loan Party’s deposit accounts or securities accounts, the amount of such set-off shall be deemed to be Common Collateral to be held and distributed pursuant to this Agreement. As acknowledged in Section 2.2, a portion of the First Priority Obligations represents debt that is revolving in nature and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed in accordance with the First Priority Document. Without limiting the foregoing, proceeds received by the First Priority Representative nor any other First Priority Secured Party has any obligation as a result of any nature whatsoever exercising dominion over funds in deposit accounts or securities accounts or in the ordinary course of business and applied 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 may be reborrowed in accordance with 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 occurredDocuments.

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).