Common use of Authorization of Receipt of Funds by the Agent Under the Collateral Documents; Turnover of Collections on Collateral Clause in Contracts

Authorization of Receipt of Funds by the Agent Under the Collateral Documents; Turnover of Collections on Collateral. Except for the receipt of Cash Pay Payments by the Cash Pay Second Lien Claimholders, the Senior Lien Collateral Agent is authorized to receive for the benefit of the Senior Lien Claimholders any funds distributed to the Second Lien Claimholders under the Second Lien Collateral Documents or in any Insolvency Proceeding, and to make further distributions of such funds to the Senior Lien Claimholders according to the provisions of the Senior Lien Note Documents. Until the Discharge of Senior Lien Obligations, any Collateral or proceeds thereof received by the Second Lien Claimholders or any one of them, both before and after commencement of any Insolvency Proceeding and including specifically any principal payments made for any reason whatsoever or any distribution on account of any proof of claim or interest of any Second Lien Claimholders in any Insolvency Proceeding, in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Senior Lien Collateral Agent for the benefit of the Senior Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Senior Lien Collateral Agent is hereby authorized to make any such endorsements as agent for any such Second Lien Claimholder(s). This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms. For avoidance of doubt, (i) Cash Pay Payments permitted by this Agreement shall not be subject to turn over pursuant to this Section, (ii) interest paid in kind on the Second Lien Obligations shall not be subject to turn over pursuant to this Section and (iii) any amounts received by Second Lien Claimholders on account of the Second Lien Obligations (other than the items referenced in clauses (i) and (ii) above) before the Discharge of Senior Lien Obligations must be turned over to the Senior Lien Collateral Agent pursuant to this Agreement.

Authorization of Receipt of Funds by the Agent Under the Collateral Documents; Turnover of Collections on Collateral. Except for the receipt (a) Subject to Section 4.1 of Cash Pay Payments by the Cash Pay Second Lien Claimholdersthis Agreement, the Senior Lien Collateral Agent is authorized to receive for the benefit of the Senior Lien Claimholders any funds distributed to the Second Lien Claimholders under the Second Lien Collateral Documents or in any Insolvency ProceedingProceeding with respect to the Senior Lien Primary Assets, and to make further distributions of such funds to the Senior Lien Claimholders according to the provisions of the Senior Lien Note Documents. Until the Discharge of Senior Lien Obligations, any Collateral or proceeds thereof received by the Second Lien Claimholders or any one of themthem in connection with the exercise (including pursuant to Section 4.1 of this Agreement) of any right or remedy (including set-off) relating to the Collateral, both before and after commencement of any Insolvency Proceeding and including specifically any principal payments made for any reason whatsoever or any distribution on account of any proof of claim or interest of any Second Lien Claimholders in any Insolvency Proceeding, in each case, with respect to the Senior Lien Primary Assets and in contravention of this Agreement Agreement, shall be segregated and held in trust and forthwith paid over to the Senior Lien Collateral Agent for the benefit of the Senior Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Senior Lien Collateral Agent is hereby authorized to make any such endorsements as agent for any such Second Lien Claimholder(s). This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its termsterms and shall be reinstated upon any reinstatement of this Agreement pursuant to Section 8.18. For avoidance of doubt, (i) Cash Pay Payments interest paid in kind on the Subordinated Obligations, and interest paid in cash on the Second Lien Obligations as permitted by this Agreement Section 4.1, shall not be subject to turn over pursuant to this Section. (b) The Secured Note Collateral Agent is authorized to receive for the benefit of the Secured Note Claimholders, as their interests may appear, any funds distributed to the Subordinated Claimholders under the Collateral Documents or in any Insolvency Proceeding, and to make further distributions of such funds to the Secured Note Claimholders according to the provisions of the Secured Note Documents. Until the Discharge of Secured Note Obligations, any Collateral or proceeds thereof received by the Subordinated Claimholders or any one of them in connection with the exercise of any right or remedy (iiincluding set-off) relating to the Collateral, both before and after commencement of any Insolvency Proceeding and including specifically any principal payments made for any reason whatsoever or any distribution on account of any proof of claim or interest of any Subordinated Claimholders in any Insolvency Proceeding, in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Secured Note Collateral Agent for the benefit of the Secured Note Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Secured Note Collateral Agent is hereby authorized to make any such endorsements as agent for any such Subordinated Claimholder(s). This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms and shall be reinstated upon any reinstatement of this Agreement pursuant to Section 8.18. For avoidance of doubt, interest paid in kind on the Second Lien Obligations Subordinated Obligations, shall not be subject to turn over pursuant to this Section and (iii) any amounts received by Second Lien Claimholders on account of the Second Lien Obligations (other than the items referenced in clauses (i) and (ii) above) before the Discharge of Senior Lien Obligations must be turned over to the Senior Lien Collateral Agent pursuant to this AgreementSection.

Authorization of Receipt of Funds by the Agent Under the Collateral Documents; Turnover of Collections on Collateral. Except for the receipt Subject to Section 4.1 of Cash Pay Payments by the Cash Pay Second Lien Claimholdersthis Agreement, the Senior Lien Collateral Agent is authorized to receive for the benefit of the Senior Lien Claimholders any funds distributed to the Second Lien Claimholders under the Second Lien Collateral Documents or in any Insolvency ProceedingProceeding with respect to the Senior Lien Primary Assets, and to make further distributions of such funds to the Senior Lien Claimholders according to the provisions of the Senior Lien Note Documents. Until the Discharge of Senior Lien Obligations, any Collateral or proceeds thereof received by the Second Lien Claimholders or any one of themthem in connection with the exercise (including pursuant to Section 4.1 of this Agreement) of any right or remedy (including set-off) relating to the Collateral, both before and after commencement of any Insolvency Proceeding and including specifically any principal payments made for any reason whatsoever or any distribution on account of any proof of claim or interest of any Second Lien Claimholders in any Insolvency Proceeding, in each case, with respect to the Senior Lien Primary Assets and in contravention of this Agreement Agreement, shall be segregated and held in trust and forthwith paid over to the Senior Lien Collateral Agent for the benefit of the Senior Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Senior Lien Collateral Agent is hereby authorized to make any such endorsements as agent for any such Second Lien Claimholder(s). This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its termsterms and shall be reinstated upon any reinstatement of this Agreement pursuant to Section 8.18. For avoidance of doubt, (i) Cash Pay Payments interest paid in kind on the Subordinated Obligations, and interest paid in cash on the Second Lien Obligations as permitted by this Agreement Section 4.1, shall not be subject to turn over pursuant to this Section, (ii) interest paid in kind on the Second Lien Obligations shall not be subject to turn over pursuant to this Section and (iii) any amounts received by Second Lien Claimholders on account of the Second Lien Obligations (other than the items referenced in clauses (i) and (ii) above) before the Discharge of Senior Lien Obligations must be turned over to the Senior Lien Collateral Agent pursuant to this Agreement.

Authorization of Receipt of Funds by the Agent Under the Collateral Documents; Turnover of Collections on Collateral. Except for the receipt Subject to Section 4.1 of Cash Pay Payments by the Cash Pay Second Lien Claimholdersthis Agreement, the Senior Lien Collateral Agent is authorized to receive for the benefit of the Senior Lien Claimholders any funds distributed to the Second Lien Claimholders under the Second Lien Collateral Documents or in any Insolvency Proceeding, and to make further distributions of such funds to the Senior Lien Claimholders according to the provisions of the Senior Lien Note Documents. Until the Discharge of Senior Lien ObligationsObligations (and regardless of whether the Second Lien Maturity Date has occurred), any Collateral or proceeds thereof received by the Second Lien Claimholders or any one of themthem in connection with the exercise (including pursuant to Section 3 after the Second Lien Maturity Date or Section 4.1 of this Agreement) of any right or remedy (including set-off) relating to the Collateral, both before and after commencement of any Insolvency Proceeding and including specifically any principal payments made for any reason whatsoever or any distribution on account of any proof of claim or interest of any Second Lien Claimholders in any Insolvency Proceeding, in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Senior Lien Collateral Agent for the benefit of the Senior Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Senior Lien Collateral Agent is hereby authorized to make any such endorsements as agent for any such Second Lien Claimholder(s). This authorization is coupled with an interest and is irrevocable until such time as this Agreement is terminated in accordance with its terms. For avoidance of doubt, (i) Cash Pay Payments permitted by this Agreement shall not be subject to turn over pursuant to this Section, (ii) interest paid in kind on the Second Lien Obligations and interest paid in cash on the Second Lien Obligations as permitted by Section 4.1, shall not be subject to turn over pursuant to this Section and (iiiii) any amounts received by Second Lien Claimholders on account of the Second Lien Obligations (other than x) after the items referenced in clauses (i) Second Lien Maturity Date and (ii) abovey) before the Discharge of Senior Lien Obligations must be turned over to the Senior Lien Collateral Agent Claimholders pursuant to this Agreement.