Common use of Application Provisions Clause in Contracts

Application Provisions. (a) Each of Post Road and Thermo agree as follows: Any Collateral or proceeds received by any Party in connection with any Enforcement Action or other exercise of remedies or in connection with any Insolvency Proceeding involving any Obligor shall be applied: (i) first, to the payment in full in cash of all costs and expenses of Thermo in connection with such Enforcement Action or Insolvency Proceeding; (ii) second, to the Thermo Claim until the Payment in Full of the Thermo Claim has occurred; (iii) third, to the payment in full in cash of costs and expenses of Post Road in connection with such Enforcement Action or Insolvency Proceeding (to the extent Post Road’s Enforcement Action or action in such Insolvency Proceeding was permitted hereunder); (iv) fourth, to the Post Road Claim until the Payment in Full of the Post Road Claim has occurred; and (v) fifth, to the payment in cash of the Excess Thermo Obligations until they are paid in full. (b) Notwithstanding the foregoing, if any Enforcement Action with respect to the Collateral or any Insolvency Proceeding produces non-cash proceeds, then such non-cash proceeds shall be held by whichever Party holds a first lien on such Collateral as additional collateral and, at such time as such non-cash proceeds are monetized, shall be applied in the order of application set forth above. Post Road and Thermo shall not have any duty or obligation to dispose of such non-cash proceeds and may dispose of such non-cash proceeds or continue to hold such non-cash proceeds, in each case, in its discretion; provided, however, once all payments have be satisfied pursuant to Section 4.1(a)(i) and (ii), that any non-cash proceeds of the Post Road Senior Collateral received by Post Road may be distributed by Post Road to the other Post Road Lenders in full or partial satisfaction of the Post Road Claim, and in an amount equal to the fair market value of such non-cash proceeds or as a court of competent jurisdiction may direct pursuant to a final order in an Insolvency Proceeding, including a final order confirming a plan of reorganization in an Insolvency Proceeding. (c) After the Payment in Full of the Post Road Claim and prior to the occurrence of the Payment in Full of the Excess Thermo Obligations, Post Road shall deliver promptly to Thermo (or its designees) any Post Road Senior Collateral or proceeds of Post Road Senior Collateral held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to be applied by Thermo to the Thermo Claim in the manner specified in the Thermo Loan Documents. (d) After the Payment in Full of the Thermo Claim and prior to the occurrence of the Payment in Full of the Post Road Claim, Thermo and each other AR Lender shall deliver promptly to Post Road (or its designees) any Thermo Senior Collateral or proceeds of Thermo Senior Collateral held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to be applied by Post Road to the Post Road Claim in the manner specified in the Post Road Loan Documents, or as otherwise determined by the Post Road until Payment in Full of the Post Road Claim has occurred. After the Payment in Full of the Post Road Claim and prior to the occurrence of the Payment in Full of the Excess Thermo Obligations, Post Road shall deliver promptly to Thermo (or its designees), any Thermo Senior Collateral or proceeds of Thermo Senior Collateral held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to be applied by Thermo to the Excess Thermo Obligations in the manner specified in the Thermo Loan Documents, until the Excess Thermo Obligations have been Paid in Full. (e) Any Collateral or proceeds remaining after (i) the Payment in Full of Thermo Claim, (ii) the Payment in Full of the Post Road Claim and (iii) the Payment in Full in cash of all Excess Thermo Obligations, shall be promptly delivered to the Obligors or as a court of competent jurisdiction may otherwise direct to be applied.

Application Provisions. (a) Each of Post Road and Thermo agree as follows: Any Collateral or proceeds the Proceeds thereof, received by any Party in connection with any Enforcement Action or other exercise of remedies or otherwise in connection with any enforcement of the rights and remedies of a secured creditor under the UCC or Bankruptcy Law of any applicable jurisdiction, or any Collateral and the Proceeds thereof (or amounts distributed on account of a Lien in the Collateral or the proceeds thereof) and all payments or distributions received by any Secured Party after the commencement of any Insolvency or Liquidation Proceeding involving any an Obligor (subject to Section 6.10 hereof), shall in each case (at such time as such Collateral or proceeds or other amounts have been monetized) be applied: (i) first, to the payment in full in cash of all reasonable, documented, out-of-pocket costs and expenses of Thermo the First Lien RBL Agent in connection with such Enforcement Action or Insolvency or Liquidation Proceeding;, (ii) second, to the Thermo Claim any other First Lien Priority RBL Obligations until the Payment in Full of the Thermo Claim has occurred;they are fully Discharged, (iii) third, to the payment in full in cash of reasonable, documented, out-of-pocket costs and expenses of Post Road the Permitted Additional First Lien Representative in connection with such Enforcement Action or Insolvency or Liquidation Proceeding (to the extent Post RoadPermitted Additional First Lien Representative’s Enforcement Action or action in such the Insolvency or Liquidation Proceeding was permitted hereunderunder the applicable First Lien Intercreditor Agreement);, (iv) fourth, to the Post Road Claim any other Permitted Additional First Lien Priority Obligations until the Payment in Full of the Post Road Claim has occurred; andthey are fully Discharged, (v) fifth, to the payment in full in cash of reasonable, documented, out-of-pocket costs and expenses of the Second Lien Agent in connection with such Enforcement Action or Insolvency or Liquidation Proceeding (to the extent Second Lien Agent’s Enforcement Action or action in the Insolvency or Liquidation Proceeding was permitted hereunder), (vi) sixth, to any other Second Lien Priority Obligations until they are fully Discharged, (vii) seventh, to the payment in full in cash (or cash collateralization) of the Excess Thermo First Lien RBL Obligations until they are paid in fullfull in accordance with the First Lien RBL Documents, (viii) eighth, to the payment in full in cash of the Excess Permitted Additional First Lien Obligations until they are paid in full in accordance with the applicable Permitted Additional First Lien Documents, (ix) ninth, to the payment in full in cash of the Excess Second Lien Obligations until they are paid in full in accordance with the Second Lien Documents, and (x) tenth, to the payment in full in cash of the Permitted Third Lien Obligations until they are paid in full in accordance with the applicable Permitted Third Lien Documents. (b) Notwithstanding the foregoing, if any Enforcement Action with respect to the Collateral or any Insolvency or Liquidation Proceeding produces non-cash proceeds, then such non-cash proceeds shall be held by whichever Party holds a first lien on such Collateral the applicable First Lien Agent as additional collateral and, at such time as such non-cash proceeds are monetized, shall be applied in the order of application set forth above. Post Road and Thermo No First Lien Agent shall not have any duty or obligation to dispose Dispose of such non-cash proceeds and may dispose Dispose of such non-cash proceeds or continue to hold such non-cash proceeds, in each case, in its discretion; provided, however, once all payments have be satisfied pursuant to Section 4.1(a)(i) and (ii), that any non-cash proceeds of the Post Road Senior Collateral received by Post Road a First Lien Agent may be distributed by Post Road such First Lien Agent to the other Post Road Lenders First Lien Secured Parties it represents in full or partial satisfaction of the Post Road Claim, and such First Lien Secured Parties’ First Lien Priority Obligations in an amount equal to the fair market value of such non-cash proceeds or as a court of competent jurisdiction may direct pursuant to a final order in an Insolvency or Liquidation Proceeding, including a final order confirming a plan of reorganization in an Insolvency or Liquidation Proceeding. (c) The Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties, each acknowledges and agrees that, so long as the Discharge of First Lien Priority Obligations has not occurred, and regardless of whether an Insolvency or Liquidation Proceeding has been commenced, the Collateral or Proceeds thereof received in connection with an Enforcement Action, or subject to Section 6.10, any payments or distributions or Collateral or Proceeds received in connection with any Insolvency or Liquidation Proceeding involving an Obligor, will be applied by the applicable First Lien Agent in a manner as specified in the applicable First Lien Documents, or as otherwise determined by the applicable First Lien Secured Parties, until the Discharge of First Lien Priority Obligations has occurred. After the Payment in Full Discharge of the Post Road Claim First Lien Priority Obligations and prior to the occurrence Discharge of the Payment in Full of the Excess Thermo Second Lien Priority Obligations, Post Road subject to Section 6.4 hereof, the applicable First Lien Agent shall deliver promptly to Thermo the Second Lien Agent (or and/or its designees) ), for the benefit of the Second Lien Secured Parties, any Post Road Senior Collateral or proceeds of Post Road Senior Collateral Proceeds thereof held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, direct to be applied by Thermo the Second Lien Agent to the Thermo Claim Second Lien Priority Obligations in the a manner as specified in the Thermo Loan Second Lien Documents. (d) , or as otherwise determined by the Second Lien Secured Parties, until the Discharge of Second Lien Priority Obligations has occurred. After the Payment in Full Discharge of the Thermo Claim Second Lien Priority Obligations and prior to the occurrence payment in full in cash (or cash collateralization in accordance with the applicable First Lien Documents) of the Payment in Full of Excess First Lien Obligations, the Post Road Claim, Thermo and each other AR Lender Second Lien Agent shall deliver promptly to Post Road the applicable First Lien Agent (or and/or its designees) ), for the benefit of the First Lien Secured Parties it represents, any Thermo Senior Collateral or proceeds of Thermo Senior Collateral Proceeds thereof held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, direct to be applied by Post Road such First Lien Agent to the Post Road Claim Excess First Lien Obligations in the order set forth in Section 4.2(a) above an in a manner as specified in the Post Road Loan applicable First Lien Documents, or as otherwise determined by such First Lien Secured Parties, until payment in full in cash (or cash collateralization thereof in accordance with the Post Road until Payment in Full applicable First Lien Documents) of the Post Road Claim Excess First Lien Obligations has occurred. After the Payment payment in Full of the Post Road Claim and prior to the occurrence of the Payment full in Full cash of the Excess Thermo ObligationsFirst Lien Obligations (or cash collateralization thereof in accordance with the applicable First Lien Documents), Post Road each First Lien Agent shall deliver promptly to Thermo the Second Lien Agent (or and/or its designees), for the benefit of the Second Lien Secured Parties, any Thermo Senior Collateral or proceeds of Thermo Senior Collateral Proceeds thereof held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, direct to be applied by Thermo the Second Lien Agent to the Excess Thermo Second Lien Obligations in the a manner as specified in the Thermo Loan Second Lien Documents, until or as otherwise determined by the Excess Thermo Obligations have been Paid in Full. (e) Second Lien Secured Parties. Any Collateral or proceeds Proceeds thereof remaining after payment in full in cash (ior cash collateralization in accordance with the applicable Documents) the Payment in Full of Thermo Claim, (ii) the Payment in Full all of the Post Road Claim and (iii) the Payment in Full in cash of all Excess Thermo Obligations, Secured Obligations shall be promptly delivered to the Obligors or as a court of competent jurisdiction may otherwise direct to be applied.