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

Application of Proceeds; Turnover Provisions. (a) All proceeds of Other Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Other 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 applicable First Lien Representatives on a pro rata basis for application to the First Lien Obligations, until the First Lien Obligations have been Paid in Full, second, to the applicable Second Lien Representatives on a pro rata basis for application to the Second Lien Obligations, until the Second Lien Obligations have been Paid in Full, third, to the applicable Third Lien Representatives on a pro rata basis for application to the Third Lien Obligations and, thereafter, to the extent proceeds remain after the foregoing applications, to the relevant Credit Party or to whomever may be lawfully entitled to receive such surplus. Notwithstanding anything herein to the contrary, this clause (a) shall not be applicable in respect of proceeds resulting from the sale, collection or other disposition of Other Collateral prior to the commencement of any Enforcement Action. (b) All proceeds of Primary Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Primary 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 applicable First Lien Representatives on a pro rata basis for application to the First Lien Obligations until the First Lien Obligations have been Paid in Full, second, to the Second Lien Representatives on a pro rata basis for application to the Second Lien Obligations and, thereafter, to the extent proceeds remain after the foregoing applications, to the relevant Credit Party or to whomever may be lawfully entitled to receive such surplus. Notwithstanding anything herein to the contrary, this clause (b) shall not be applicable in respect of proceeds resulting from the sale, collection or other disposition of Primary Collateral prior to the commencement of any Enforcement Action. (c) Subject to the rights of the Credit Parties under the First Lien Collateral Documents, until the Payment in Full of the First Lien Obligations, any Collateral, including without limitation any such Collateral constituting proceeds, that may be received by any Second Lien Secured Party or any Third Lien Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien Controlling Collateral Parties, for the benefit of the First Lien Secured Parties, in the same form as received, with any necessary endorsements, and each Second Lien Secured Party and each Third Lien Secured Party hereby authorizes the First Lien Controlling Collateral Parties to make any such endorsements as agent for the Second Lien Secured Parties and/or the Third Lien Secured Parties (which authorization, being coupled with an interest, is irrevocable). (d) Subject to the rights of the Credit Parties under the Second Lien Collateral Documents, to the extent the First Lien Obligations shall have been Paid in Full and so long as the Second Lien Obligations shall not have been Paid in Full, any Collateral, including without limitation any such Collateral constituting proceeds, that may be received by any Third Lien Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Second Lien Controlling Collateral Parties, for the benefit of the Second Lien Secured Parties, in the same form as received, with any necessary endorsements, and each Third Lien Secured Party hereby authorizes the Second Lien Controlling Collateral Parties to make any such endorsements as agent for the Third Lien Secured Parties (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds; Turnover Provisions. (a) All proceeds of Other Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Other 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 applicable First Lien Representatives on a pro rata basis for application to the First Lien Obligations, until the First Lien Obligations have been Paid in Full, second, to the applicable Second Lien Representatives on a pro rata basis for application to the Second Lien Obligations, until the Second Lien Obligations have been Paid in Full, third, to the applicable Third Lien Representatives on a pro rata basis for application to the Third Lien Obligations and, thereafter, to the extent proceeds remain after the foregoing applications, to the relevant Credit Party or to whomever may be lawfully entitled to receive such surplus. Notwithstanding anything herein to the contrary, this clause (a) shall not be applicable in respect of proceeds resulting from the sale, collection or other disposition of Other Collateral prior to the commencement of any Enforcement Action. (b) All proceeds of Primary Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Primary 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 applicable First Lien Representatives on a pro rata basis for application Priority Representative to be applied in accordance with Section 2.17(f) of the ABL Credit Agreement (or the then-extant First Lien Obligations Priority Documents) until the First Lien Priority Obligations have been Paid are indefeasibly paid in Full, full; second, to the Second Lien Representatives on a pro rata basis for application Priority Representative to be applied in accordance with Section 2.16(g) of the Term Loan Agreement (or the then-extant Second Priority Documents) until the Second Lien Priority Obligations and, thereafter, to the extent proceeds remain after the foregoing applicationsare indefeasibly paid in full; and finally, to the relevant Credit Party Grantor, or to whomever as a court of competent jurisdiction may be lawfully entitled to receive such surplus. Notwithstanding anything herein to the contrary, this clause direct. (b) shall not be applicable in respect of proceeds resulting from Until the sale, collection or other disposition of Primary Collateral prior to the commencement of any Enforcement Action. (c) Subject to the rights of the Credit Parties under the First Lien Collateral Documents, until the Payment in Full occurrence of the First Lien ObligationsPriority Obligations Payment Date, no Second Priority Secured Party may accept any Common Collateral, including without limitation any such Common Collateral constituting proceeds (but excluding any Specified Term Loan Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected), in satisfaction, in whole or in part, of the Second Priority Secured Obligations in violation of Sections 4.1(a). Any Common Collateral, including any Common Collateral constituting proceeds, received by a Second Priority Secured Party that may is not permitted to be received by any Second Lien Secured Party or any Third Lien Secured Party in violation of this Agreement pursuant to the preceding sentence shall be segregated and held in trust and promptly paid turned over to the First Lien Controlling Collateral Parties, for the benefit of the First Lien Secured Parties, Priority Representative to be applied in accordance with Section 4.1(a) in the same form as received, with any necessary endorsements, and each Second Lien Secured Party and each Third Lien Priority Secured Party hereby authorizes the First Lien Controlling Collateral Parties Priority Representative to make any such endorsements as agent for the Second Lien Secured Parties and/or the Third Lien Secured Parties Priority Representative (which authorization, being coupled with an interest, is irrevocable). (d) Subject to . Upon the rights turnover of such Common Collateral as contemplated by the Credit Parties under immediately preceding sentence, the Second Lien Priority Obligations purported to be satisfied by the payment of such Common Collateral Documents, to the extent the First Lien Obligations shall have been Paid in Full and so long as the Second Lien Obligations shall not have been Paid in Full, any Collateral, including without limitation any such Collateral constituting proceeds, that may be received by any Third Lien Secured Party in violation of this Agreement shall be segregated and held immediately reinstated in trust and promptly paid over to the Second Lien Controlling Collateral Parties, for the benefit of the Second Lien Secured Parties, in the same form full as received, with any necessary endorsements, and each Third Lien Secured Party hereby authorizes the Second Lien Controlling Collateral Parties to make any though such endorsements as agent for the Third Lien Secured Parties (which authorization, being coupled with an interest, is irrevocable)payment had never occurred.

Application of Proceeds; Turnover Provisions. (a) All proceeds of Other 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 Other 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 to the applicable First Lien Representatives on a pro rata basis for application to the First Lien Obligations, until the First Lien Obligations have been Paid in Full, second, to the applicable Second Lien Representatives on a pro rata basis for application to the Second Lien Obligations, until the Second Lien Obligations have been Paid in Full, third, to the applicable Third Lien Representatives on a pro rata basis for application to the Third Lien Obligations and, thereafter, to the extent proceeds remain after the foregoing applications, to the relevant Credit Party or to whomever may be lawfully entitled to receive such surplus. Notwithstanding anything herein to the contrary, this clause (a) shall not be applicable in respect of proceeds resulting from the sale, collection or other disposition of Other Collateral prior to the commencement of any Enforcement Action.: (b) All proceeds of Primary the Term Loan Priority Collateral (to the extent such Term Loan Priority Collateral constitutes Common Collateral) (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Primary 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, Priority Documents with respect to the applicable First Lien Representatives on a pro rata basis for application Term Loan Priority Collateral) until the Second Priority Obligations with respect to the First Lien Obligations until the First Lien Obligations have been Paid Term Loan Priority Collateral are paid in Full, second, to the Second Lien Representatives on a pro rata basis for application to the Second Lien Obligations and, thereafter, to the extent proceeds remain after the foregoing applications, to the relevant Credit Party or to whomever may be lawfully entitled to receive such surplus. Notwithstanding anything herein to the contrary, this clause (b) shall not be applicable in respect of proceeds resulting from the sale, collection or other disposition of Primary Collateral prior to the commencement of any Enforcement Action.full; (c) Subject With respect to the rights each Type of the Credit Parties under the First Lien Collateral DocumentsCommon Collateral, until the Payment in Full occurrence of the First Lien ObligationsPriority 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 Lien Priority Secured Party or any Third Lien Priority Secured Party in violation of this Agreement 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 Lien Controlling Priority Representative with respect to such Common Collateral Partiesto be applied in accordance with Section 4.1(a) or 4.1(b), for as the benefit of the First Lien Secured Partiescase may be, in the same form as received, with any necessary endorsements, and each Second Lien Priority Secured Party and each Third Lien Priority Secured Party hereby authorizes the First Lien Controlling Collateral Parties Priority Representative to make any such endorsements as agent for the Second Lien Secured Parties and/or Priority Representative and the Third Lien Secured Parties Priority Representative (which authorization, being coupled with an interest, is irrevocable). (d) Subject to . Upon the rights turnover of such Common Collateral as contemplated by the Credit Parties under immediately preceding sentence, the Second Lien Priority Obligations or the Third Priority Obligations purported to be satisfied by the payment of such Common Collateral Documents, to the extent the First Lien Obligations shall have been Paid in Full and so long as the Second Lien Obligations shall not have been Paid in Full, any Collateral, including without limitation any such Collateral constituting proceeds, that may be received by any Third Lien Secured Party in violation of this Agreement shall be segregated and held immediately reinstated in trust and promptly paid over to the Second Lien Controlling Collateral Parties, for the benefit of the Second Lien Secured Parties, in the same form full as received, with any necessary endorsements, and each Third Lien Secured Party hereby authorizes the Second Lien Controlling Collateral Parties to make any though such endorsements as agent for the Third Lien Secured Parties (which authorization, being coupled with an interest, is irrevocable)payment had never occurred.

Application of Proceeds; Turnover Provisions. (a) All proceeds of Other Common Collateral (including including, without limitation limitation, any interest earned thereon) resulting from the sale, collection or other disposition of Other Collateral in connection with or resulting from any Enforcement ActionCommon Collateral, and whether or not pursuant to a Insolvency Proceeding, shall be distributed as follows: first to the applicable First Lien Representatives on a pro rata basis for application to the First Lien Obligations, until the First Lien Obligations have been Paid in Full, second, to the applicable Second Lien Representatives on a pro rata basis for application to the Second Lien Obligations, until the Second Lien Obligations have been Paid in Full, third, to the applicable Third Lien Representatives on a pro rata basis for application to the Third Lien Obligations and, thereafter, to the extent proceeds remain after the foregoing applications, to the relevant Credit Party or to whomever may be lawfully entitled to receive such surplus. Notwithstanding anything herein to the contrary, this clause (a) shall not be applicable in respect of proceeds resulting from the sale, collection or other disposition of Other Collateral prior to the commencement of any Enforcement Action. (b) All proceeds of Primary Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Primary 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, first to the applicable First Lien Representatives on a pro rata basis Priority Representative for application to the First Priority Obligations (other than Excess First Lien Obligations until Obligations) in accordance with the terms of the First Lien Obligations have been Paid in FullPriority Documents, second, to the Second Lien Representatives on a pro rata basis Priority Representative for application to the Second Lien Priority Obligations andin accordance with the Second Priority Documents, and thereafter, to the extent proceeds remain after First Priority Representative for application to any Excess First Priority Obligations. Until the foregoing applications, to the relevant Credit Party or to whomever may be lawfully entitled to receive such surplus. Notwithstanding anything herein to the contrary, this clause (b) shall not be applicable in respect of proceeds resulting from the sale, collection or other disposition of Primary Collateral prior to the commencement of any Enforcement Action. (c) Subject to the rights of the Credit Parties under the First Lien Collateral Documents, until the Payment in Full occurrence of the First Lien ObligationsPriority Obligations Payment Date, any Common Collateral, including including, without limitation limitation, any such Common Collateral constituting proceeds, that may be received by any Second Lien Secured Party or any Third Lien Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien Controlling Collateral PartiesPriority 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 Secured Party and each Third Lien Priority Secured Party hereby authorizes the First Lien Controlling Collateral Parties Priority Representative to make any such endorsements as agent for the Second Lien Secured Parties and/or the Third Lien Secured Parties Priority Representative (which authorization, being coupled with an interest, is irrevocable). (d) Subject to the rights . The Second Priority Representative, for itself and on behalf of the Credit Parties under the Second Lien Collateral DocumentsPriority 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 Lien Priority Obligations shall have been Paid represents debt that is revolving in Full nature and so long as the Second Lien Obligations shall not have been Paid in Full, any Collateral, including without limitation any such Collateral constituting proceeds, 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 any Third Lien Secured Party the First Priority Representative as a result of exercising dominion over funds in violation deposit accounts or securities accounts or in the ordinary course of this Agreement shall be segregated business and held in trust and promptly paid over applied to the Second Lien Controlling Collateral Parties, for First Priority Obligations may be reborrowed in accordance with the benefit of the Second Lien Secured Parties, in the same form as received, with any necessary endorsements, and each Third Lien Secured Party hereby authorizes the Second Lien Controlling Collateral Parties to make any such endorsements as agent for the Third Lien Secured Parties (which authorization, being coupled with an interest, is irrevocable)First Priority Documents.