When Proceeds Must Be Paid Over. If any proceeds of Senior Bank Collateral are received by Halifax or any Holder for application to the Halifax Indebtedness - other than as expressly permitted by the terms of this Agreement, such proceeds shall be received by such Person in trust for the benefit of Agent and Senior Banks and such Person shall promptly turn over such proceeds to Agent (in the same form as received, with any necessary endorsement), for application (in the case of cash) to, or as Senior Bank 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 Halifax or any Holder fails to provide any endorsement, as contemplated by the preceding sentences, Agent, 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. Any payment received by any Second Lien Secured Party (including, without limitation, payments and prepayments made for application against the Second Lien Secured Obligations and all other payments and deposits made pursuant to any provision of any Permitted Additional Junior Secured Debt Agreement or any Second Lien Security Document) prior to the Discharge of all First Lien Secured Obligations when such payment is not expressly permitted by the terms of this Agreement shall be held in trust for the benefit of the First Lien Secured Parties and shall be turned over to the Collateral Agent promptly upon the request of the Collateral Agent or any other First Lien Secured Party.
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).
When Proceeds Must Be Paid Over. So long as any of the Credit Agreement Obligations remain outstanding, in the event any proceeds of Collateral are received by the Convertible Note Agent or the Convertible Note Holders for application to the Securities Purchase Agreement Obligations other than as expressly permitted by the terms of this Agreement, such proceeds shall be received by such Person in trust for the benefit of the Collateral Agent and the Lenders and such Person shall promptly turn over such proceeds to the Collateral 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 Collateral Agent and the Lenders, then to, or as Collateral (in the case of non-cash Property or securities) for, the payment or prepayment of the Credit Agreement Obligations remaining unpaid to the extent necessary to pay such Credit Agreement Obligations in full in accordance with its terms. In the event the Convertible Note Agent or the Convertible Note Holders fail to provide any endorsement, as contemplated by the immediately preceding sentence, the Collateral Agent, 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 or cash equivalents of all Credit Agreement Obligations, any remaining proceeds of Collateral shall be delivered to the Convertible Note Agent and applied to the Securities Purchase Agreement Obligations, except as otherwise required pursuant to applicable law.
When Proceeds Must Be Paid Over. Any payment received by Lakes, its successors, assigns and transferees (including, without limitation, payments and prepayments made for application against the Lakes Secured Obligations) prior to the Discharge of all First Lien Secured Obligations when such payment is not expressly permitted by the terms of this Agreement or the 2015 Notes Indenture shall be held in trust for the benefit of the holders of First Lien Secured Obligations and shall be turned over to the Collateral Agent promptly upon the request of the Collateral Agent.
When Proceeds Must Be Paid Over. Any payment received by any Lakes Party (including, without limitation, payments and prepayments made for application against the Lakes Obligations) prior to the Discharge of all FF&E Secured Obligations when such payment is not expressly permitted by the terms of this Agreement shall be held in trust for the benefit of the FF&E Secured Parties and shall be turned over to the FF&E Agent promptly upon the request of the FF&E Agent or any other FF&E Secured Party.
When Proceeds Must Be Paid Over. (a) In the event any proceeds of Senior Lender Collateral are received by Trustee or any Noteholder for application to the Note Indebtedness other than as expressly permitted by the terms of this Agreement, such proceeds shall be received by such Person in trust for the benefit of Agent and Senior Lenders and such Person shall promptly turn over such proceeds to 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 accordance with its terms. In the event Trustee or any Noteholder fails to provide any endorsement, as contemplated by the preceding sentences, Agent, 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 any proceeds of Collateral are received by Trustee or any Junior Lender for application to the Junior Indebtedness at a time when such payment is not expressly permitted by the terms of this Agreement, such proceeds shall be received by such Person in trust for the benefit of Agent and Senior Lenders and such Person shall promptly turn over such proceeds to 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 accordance with its terms. In the event Trustee or any Junior Lender fails to provide any endorsement, as contemplated by the immediately preceding sentence, Agent, 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.
When Proceeds Must Be Paid Over. Any payment received by Lakes (including, without limitation, payments and prepayments made for application against the Lakes Obligations) prior to the Discharge of all FF&E Secured Obligations when such payment is not expressly permitted by the terms of this Agreement or the FF&E Facilities shall, subject to the rights under the Bond Intercreditor Agreement of the holders of the First Lien Secured Obligations or any trustee or agent for such holders, be held in trust for the benefit of the holders of FF&E Secured Obligations and shall, following the Discharge of the First Lien Secured Obligations, be turned over to the FF&E Agent promptly upon the request of the FF&E Agent.
When Proceeds Must Be Paid Over. In the event any proceeds of Collateral are received by Second Priority Trustee or any Holder of Second Priority Notes for application to the Second Priority Secured Obligations other than as expressly permitted by the terms of this Agreement, such proceeds shall be received by such Person in trust for the benefit of First Priority Secured Parties and such Person shall promptly turn over such proceeds to the Collateral Agent (in the same form as received, with any necessary non-recourse 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 First Priority Secured Obligations. In the event Second Priority Trustee or any Holder of Second Priority Notes fails to provide any endorsement, as contemplated by the preceding sentences, the Collateral Agent, or any of its officers or employees, is hereby irrevocably authorized to make the same (which authorization, being coupled with an interest, is irrevocable).
