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

Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL Priority Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of 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 ABL Agent for application to the ABL Obligations in accordance with the terms of the ABL Documents, until the ABL Obligations Payment Date has occurred and thereafter, subject to the terms of any Inventory Financing Intercreditor Agreement, to the Term Loan Agent for application in accordance with the Term Loan Documents. Until the occurrence of the ABL Obligations Payment Date, any ABL Priority Collateral, including without limitation any such ABL Priority Collateral constituting proceeds, that may be received by any Term Loan Secured Party in violation of this Agreement shall be segregated and held in trust and, subject to the terms of any Inventory Financing Intercreditor Agreement, promptly paid over to the ABL Agent, for the benefit of the ABL Secured Parties, in the same form as received, with any necessary endorsements, and each Term Loan Secured Party hereby authorizes the ABL Agent to make any such endorsements as agent for the Term Loan Agent (which authorization, being coupled with an interest, is irrevocable). Upon the occurrence of the ABL Obligations Payment Date and the Term Loan Obligations Payment Date, any remaining proceeds of ABL Priority Collateral shall be distributed to the Borrower.

Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL Revolving Facility Priority Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of ABL Revolving Facility 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 ABL Revolving Facility Agent for application to the ABL Revolving Facility Obligations in accordance with the terms of the ABL Revolving Facility Documents, until the ABL Revolving Facility Obligations Payment Date has occurred and thereafter, subject to the terms of any Inventory Financing Intercreditor Agreement, to the Term Loan Facility Agent for application in accordance with the Term Loan Facility Documents. Until the occurrence of the ABL Revolving Facility Obligations Payment Date, any ABL Revolving Facility Priority Collateral, including without limitation any such ABL Revolving Facility Priority Collateral constituting proceeds, that may be received by any Term Loan Facility Secured Party in violation of this Agreement shall be segregated and held in trust and, subject to the terms of any Inventory Financing Intercreditor Agreement, and promptly paid over to the ABL Revolving Facility Agent, for the benefit of the ABL Revolving Facility Secured Parties, in the same form as received, with any necessary endorsements, and each Term Loan Facility Secured Party hereby authorizes the ABL Revolving Facility Agent to make any such endorsements as agent for the Term Loan Facility Agent (which authorization, being coupled with an interest, is irrevocable). Upon the occurrence of the ABL Revolving Facility Obligations Payment Date and the Term Loan Facility Obligations Payment Date, any remaining proceeds of ABL Revolving Facility Priority Collateral shall be distributed to the Borrower.

Application of Proceeds; Turnover Provisions. (a1) All proceeds of ABL Priority Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition Disposition of 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 ABL Agent for application to the ABL Obligations in accordance with the terms of the ABL Documents, until the ABL Obligations Payment Date has occurred and occurred; thereafter, subject to the terms of any Inventory Financing Intercreditor Agreement, to the Term Loan Agent for application to the Term Credit Obligations in accordance with the Term Loan Credit Documents until the Term Credit Obligations Payment Date has occurred; and thereafter to the Secured Notes Trustees for application to the Secured Notes Obligations in accordance with the Secured Notes Credit Documents. Until the occurrence of the ABL Obligations Payment DateDate has occurred, any ABL Priority Collateral, including without limitation any such ABL Priority Collateral constituting proceeds, that may be received by any Term Loan Credit Secured Party or Secured Notes Secured Party in violation of this Agreement shall be segregated and held in trust and, subject to the terms of any Inventory Financing Intercreditor Agreement, and promptly paid over to the ABL AgentAgent in the same form as received, for with any necessary endorsements, and the benefit Term Agent and each of the Secured Notes Trustees each hereby authorizes the ABL Agent to make any such endorsements as agent for such Person (which authorization, being coupled with an interest, is irrevocable). Provided the ABL Obligations Payment Date has occurred and until the Term Credit Obligations Payment Date has occurred, any ABL Priority Collateral, including without limitation any such ABL Priority Collateral constituting proceeds, that may be received by any Secured Parties, Notes Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Term Agent in the same form as received, with any necessary endorsements, and each Term Loan Secured Notes Secured Party hereby authorizes the ABL Term Agent to make any such endorsements as agent for the Term Loan Agent Secured Notes Trustees (which authorization, being coupled with an interest, is irrevocable). Upon the occurrence of the ABL Obligations Payment Date and the Term Loan Obligations Payment Date, any remaining proceeds of ABL Priority Collateral shall be distributed to the Borrower.