Common use of When Proceeds Must Be Paid Over Clause in Contracts

When Proceeds Must Be Paid Over. (a) In the event the Junior Creditor receives any payment or other distribution of any kind or character from the Credit Party or from any other source whatsoever in respect of the Junior Indebtedness in contravention of this Agreement or in the event any proceeds of Collateral are received by the Junior Creditor for application to the Junior Indebtedness other than as expressly permitted by the terms of this Agreement, such proceeds shall be received by the Junior Creditor in trust for the benefit of the Senior Creditor and the Junior Creditor shall promptly turn over such proceeds to the Senior Creditor (in the same form as received, with any necessary endorsement), for application (in the case of cash) to, or as Collateral (in the case of non-cash Property or securities) for, the payment or prepayment of the Senior Indebtedness remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in cash in accordance with its terms. In the event the Junior Creditor fails to provide any endorsement, as contemplated by the immediately preceding sentence, the Senior Creditor, or any of its officers or employees, is hereby irrevocably authorized to make the same (which authorization, being coupled with an interest, is irrevocable). (b) Following the payment in full in cash, stock or property acceptable to the Senior Creditor of the Senior Indebtedness, in the event the Senior Creditor receives any payment or other distribution of any kind or character from the Credit Party or from any other source whatsoever or in the event any proceeds of Collateral are received by the Senior Creditor for application to the Senior Indebtedness in excess of the Senior Indebtedness, such proceeds shall be received by the Senior Creditor in trust for the benefit of the Junior Creditor and the Senior Creditor shall promptly turn over such proceeds to the Junior Creditor (in the same form as received, with any necessary endorsement), for application (in the case of cash) to, or as Collateral (in the case of non-cash Property or securities) for, the payment or prepayment of the Junior Indebtedness remaining unpaid to the extent necessary to pay such Junior Indebtedness in full in cash in accordance with its terms. In the event the Senior Creditor fails to provide any endorsement, as contemplated by the immediate preceding sentences, the Junior Creditor, or any of its officers or employees, is hereby irrevocably authorized to make the same (which authorization, being coupled with an interest, is irrevocable).

When Proceeds Must Be Paid Over. (a) In the event the Junior Creditor receives any payment or other distribution of any kind or character from the Credit Party or from any other source whatsoever in respect of the Junior Indebtedness in contravention of this Agreement or in the event any proceeds of Collateral are received by the Trustee or any Junior Creditor Lender for application to the Junior Indebtedness other than as at a time when such payment is not expressly permitted by the terms of this Agreement, such proceeds shall be received by the Junior Creditor such Person in trust for the benefit of the Agent and Senior Creditor Lenders and the Junior Creditor such Person shall promptly turn over such proceeds to the Senior Creditor Agent (in the same form as received, with any necessary endorsement), for application (in the case of cash) to the payment of expenses of the Agent and the Senior Lenders then to, or as Collateral (in the case of non-cash Property or securities) for, the payment or prepayment of the Senior Indebtedness remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in cash in accordance with its terms. In the event the Trustee or any Junior Creditor Lender fails to provide any endorsement, as contemplated by the immediately preceding sentence, the Senior CreditorAgent, or any of its officers or employees, is hereby irrevocably authorized to make the same (which authorization, being coupled with an interest, is irrevocable). Upon indefeasible payment in full in cash of all Senior Indebtedness and termination of all Senior Commitments, any remaining proceeds of Collateral shall be delivered to the Trustee for application to the Junior Indebtedness in accordance with the Junior Credit Documents, except as otherwise required pursuant to applicable law. (b) Following All proceeds of Collateral received in connection with any Senior Enforcement Action shall be paid to Agent for application to the payment of Senior Indebtedness pursuant to the Credit Documents. Upon indefeasible payment in full in cashcash of all Senior Indebtedness and termination of all Senior Commitments, stock or property acceptable to the Senior Creditor of the Senior Indebtedness, in the event the Senior Creditor receives any payment or other distribution of any kind or character from the Credit Party or from any other source whatsoever or in the event any remaining proceeds of Collateral are received by the Senior Creditor shall be delivered to Trustee for application to the Senior Indebtedness in excess of the Senior Indebtedness, such proceeds shall be received by the Senior Creditor in trust for the benefit of the Junior Creditor and the Senior Creditor shall promptly turn over such proceeds to the Junior Creditor (in the same form as received, with any necessary endorsement), for application (in the case of cash) to, or as Collateral (in the case of non-cash Property or securities) for, the payment or prepayment of the Junior Indebtedness remaining unpaid to the extent necessary to pay such Junior Indebtedness in full in cash in accordance with its terms. In the event the Senior Creditor fails to provide any endorsement, as contemplated by the immediate preceding sentences, the Junior CreditorCredit Documents, or any of its officers or employees, is hereby irrevocably authorized except as otherwise required pursuant to make the same (which authorization, being coupled with an interest, is irrevocable)applicable law.

When Proceeds Must Be Paid Over. (a) In the event the Junior Creditor receives any payment or other distribution of any kind or character from the Credit Party or from any other source whatsoever in respect of the Junior Indebtedness in contravention of this Agreement or in the event any proceeds of Senior Lender Collateral are received by the Junior Creditor Trustee or any Noteholder for application to the Junior Note Indebtedness other than as expressly permitted by the terms of this Agreement, such proceeds shall be received by the Junior Creditor such Person in trust for the benefit of the Agent and Senior Creditor Lenders and the Junior Creditor such Person shall promptly turn over such proceeds to the Senior Creditor Agent (in the same form as received, with any necessary non-recourse endorsement), for application (in the case of cash) to, or as Senior Lender Collateral (in the case of non-cash Property or securities) for, the payment or prepayment of the Senior Indebtedness remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in cash in accordance with its terms. In the event the Junior Creditor Trustee or any Noteholder fails to provide any endorsement, as contemplated by the immediately preceding sentencesentences, the Senior CreditorAgent, or any of its officers or employees, is hereby irrevocably authorized to make the same (which authorization, being coupled with an interest, is irrevocable). (b) Following All proceeds of Senior Lender Collateral received in connection with any Senior Enforcement Action shall be paid to Agent for application to the payment of Senior Indebtedness pursuant to the Senior Credit Agreement and the other Senior Credit Documents. Upon indefeasible payment in full in cash, stock or property acceptable to the cash of all Senior Creditor Indebtedness and termination of the Senior Credit Documents and all Senior Commitments thereunder, any remaining proceeds of Senior Lender Collateral shall be delivered to Trustee and applied to the Note Indebtedness, in the event the Senior Creditor receives any payment or other distribution of any kind or character from the Credit Party or from any other source whatsoever or in the event any proceeds of Collateral are received by the Senior Creditor for application except as otherwise required pursuant to the Senior Indebtedness in excess of the Senior Indebtedness, such proceeds shall be received by the Senior Creditor in trust for the benefit of the Junior Creditor and the Senior Creditor shall promptly turn over such proceeds to the Junior Creditor (in the same form as received, with any necessary endorsement), for application (in the case of cash) to, or as Collateral (in the case of non-cash Property or securities) for, the payment or prepayment of the Junior Indebtedness remaining unpaid to the extent necessary to pay such Junior Indebtedness in full in cash in accordance with its terms. In the event the Senior Creditor fails to provide any endorsement, as contemplated by the immediate preceding sentences, the Junior Creditor, or any of its officers or employees, is hereby irrevocably authorized to make the same (which authorization, being coupled with an interest, is irrevocable)applicable law.