Retention of Proceeds. (a) In connection with an Exercise of Secured Creditor Remedies, the Notes Collateral Agent agrees that prior to the Discharge of the Revolving Obligations, the Notes Claimholders will only be entitled to retain proceeds of Notes Priority Collateral to the extent such exercise is not prohibited under Section 3.1 above. The Notes Claimholders shall not be permitted to retain any proceeds of Revolving Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Revolving Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2.
(b) In connection with an Exercise of Secured Creditor Remedies, the Revolving Collateral Agent agrees that prior to the Discharge of the Notes Obligations, Revolving Claimholders will only be entitled to retain proceeds of Revolving Priority Collateral to the extent such exercise is not prohibited under Section 3.2 above. The Revolving Claimholders shall not be permitted to retain any proceeds of Notes Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Notes Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2.
(c) Notwithstanding anything contained in this Agreement to the contrary, in the event of any Disposition or series of related Dispositions in connection with an Exercise of Secured Creditor Remedies that includes both Revolving Priority Collateral and Notes Priority Collateral, the Revolving Collateral Agent and the Notes Collateral Agent shall use commercially reasonable efforts in good faith to allocate the proceeds of such Disposition to the Revolving Priority Collateral and the Notes Priority Collateral. If the Revolving Collateral Agent and the Notes Collateral Agent are unable to agree on such allocation within five (5) Business Days (or such other period of time as the Revolving Collateral Agent and the Notes Collateral Agent agree) of the consummation of such Disposition with respect to such Collateral, the portion of such proceeds that shall be allocated as proceeds of Revolving Priority Collateral for purposes of this Agreement shall be an amount equal to (i) the net book value of such Revolving Priority Collateral consisting of accounts, and (ii) to the extent the proceeds of Revolving Priority Collateral include...
Retention of Proceeds. Neither Second Lien Creditor nor any other Second Lien Claimholder shall be permitted to retain any proceeds of Collateral received in connection with any Enforcement Action unless and until the Payment in Full of First Lien Priority Debt has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2.
Retention of Proceeds. (a) Subject to the provisions of Section 3.5(c) below, until the Payment in Full of ABL Priority Debt has occurred, the Term Loan Claimholders shall not be permitted to retain any identifiable Proceeds of ABL Priority Collateral in connection with any Enforcement Action, and any such Proceeds received or retained will be subject to Section 4.2.
(b) Subject to the provisions of Section 3.5(c) below, until the Payment in Full of Term Loan Priority Debt has occurred, the ABL Claimholders shall not be permitted to retain any identifiable Proceeds of Term Loan Priority Collateral in connection with any Enforcement Action, and any such Proceeds received or retained in any other circumstance will be subject to Section 4.2.
(c) Notwithstanding anything contained in this Agreement to the contrary, in the event of any Disposition or series of related Dispositions that includes ABL Priority Collateral and Term Loan Priority Collateral, if the ABL Agent and Term Loan Agent are unable to agree in writing upon an allocation of Proceeds of such Collateral which does not result in Payment in Full of ABL Priority Debt and the Payment in Full of Term Loan Priority Debt, the ABL Agent and the Term Loan Agent shall use commercially reasonable efforts in good faith to negotiate a proper allocation of the Proceeds received in connection with such Disposition as between the ABL Priority Collateral and Term Loan Priority Collateral and if no such agreement occurs, then such allocations will be as determined by a Final Order.
Retention of Proceeds. First Lien Agent and Second Lien Agent each agrees that prior to the Discharge of the First Lien Priority Obligations, Second Lien Claimholders will only be entitled to retain proceeds of Collateral in connection with an Exercise of Secured Creditor Remedies by Second Lien Agent that is permitted under Section 3.1(a) above and only if First Lien Agent was given an opportunity to release its Lien in and to the Collateral that is the subject of such Exercise of Secured Creditor Remedies by Second Lien Agent, with First Lien Agent receiving the proceeds of such Collateral in accordance with Section 4.1, and First Lien Agent declined to do so. Neither Second Lien Agent nor any Second Lien Claimholder shall be permitted to retain any proceeds of Collateral in connection with any Exercise of Secured Creditor Remedies in any other circumstance unless and until the Discharge of First Lien Priority Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2.
Retention of Proceeds. Neither Term Loan Agent nor any other Term Loan Claimholder shall be permitted to retain any proceeds of ABL Collateral in connection with any Enforcement Action unless and until the Payment in Full of ABL Priority Debt has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2.
Retention of Proceeds. No Subordinated Lender shall be permitted to retain any proceeds of Collateral in connection with any Exercise of Creditor Remedies in any circumstance unless and until the Discharge of Senior Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2.
Retention of Proceeds. (a) The Term Claimholders shall not be permitted to retain any proceeds of Revolving Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of Revolving Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2.
(b) The Revolving Claimholders shall not be permitted to retain any proceeds of Term Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of Term Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2.
(c) Notwithstanding anything contained in this Agreement to the contrary, in the event of any Disposition or series of related Dispositions that includes Revolving Priority Collateral and Term Priority Collateral where the aggregate sales price is not allocated between the Revolving Priority Collateral and the Term Priority Collateral being Disposed (including in connection with or as a result of the sale of the Capital Stock of a Grantor), solely for purposes of this Agreement, the portion of the aggregate sales price determined to be Proceeds of the Revolving Priority Collateral on the one hand and Proceeds of the Term Priority Collateral on the other hand shall be allocated as mutually determined by the Revolving Collateral Agent and the Term Collateral Agent negotiating in a reasonable manner.
Retention of Proceeds. If Lessee would be entitled to any amount (including any Casualty Recoveries) held by Lessor or Agent or title to any Unit hereunder but for the existence of any Lease Event of Default, Agent shall hold such amount or Unit as part of the Lessee Collateral and shall be entitled to apply such amounts against any amounts due hereunder; provided, that Agent shall distribute such amount or transfer such Unit, to the extent not theretofore applied, in accordance with the other terms of this Lease if and when no Lease Event of Default exists.
Retention of Proceeds. Revolver Agent and Term Loan Agent each agrees that prior to the Discharge of Revolver Priority Obligations, Term Loan Claimholders will not be permitted to retain any proceeds of Revolver Priority Collateral in connection with any Exercise of Secured Creditor Remedies unless and until the Discharge of Revolver Priority Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2.
Retention of Proceeds. If any Lessee would be entitled to any amount (including any Casualty Recoveries) or title to any Unit hereunder but for the existence of any Event of Default or Incipient Default, Lessor shall hold such amount or Unit as part of the Collateral and shall be entitled to apply such amounts against any amounts due hereunder; provided, that Lessor shall distribute such amount or transfer such Unit, to the extent not theretofore applied, in accordance with the other terms of this Lease if and when no Event of Default or Incipient Default exists.
