Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an Enforcement Action, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First Priority Representative for application to the First Priority Obligations in accordance with the terms of the First Priority Documents, until the First Priority Obligations Payment Date has occurred and thereafter, to the Second Priority Representative for application in accordance with the Second Priority Documents. Until the occurrence of the First Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority Representative, for the benefit of the First Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative (which authorization, being coupled with an interest, is irrevocable).
Application of Proceeds; Turnover Provisions. Prior to the Discharge of Shared Collateral Obligations, the ABL Agent, each Additional Pari Passu Agent and the Term Agent hereby agree that all Canadian Pledge Collateral and all Proceeds thereof received by either of them or any ABL Secured Party, Additional Pari Passu Secured Party or Term Secured Party, respectively, in connection with any Exercise of Secured Creditor Remedies with respect to Canadian Pledge Collateral, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, to the Term Agent on behalf of the Term B-4 Lenders for application to the Term Obligations with respect to the Term B-4 Loans in accordance with the terms of the Term Documents, until the Discharge of Term Obligations with respect to the Term B-4 Loans has occurred, second, ratably, to the Shared Collateral Agents on behalf of the Shared Collateral Secured Parties (other than the Term B-4 Lenders) for application to the Shared Collateral Obligations in accordance with the terms of the Shared Collateral Documents, until the Discharge of the Shared Collateral Obligations, third, to the ABL Agent on behalf of the ABL Secured Parties in accordance with the ABL Documents, until the Discharge of ABL Obligations has occurred and fourth the balance, if any, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that in the event the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Canadian Pledge Collateral and the Lien granted in favor of each Shared Collateral Agent or the Shared Collateral Secured Parties in respect of such Canadian Pledge Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received ABL Agent with respect to the Canadian Pledge Collateral subject to such avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the ABL Obligations in accordance with the ABL Documents.
Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an Enforcement Action or the exercise by any First Priority Secured Party or any Second Priority Secured Party of any of its respective rights and remedies with respect to Common Collateral, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First Priority Representative for application to the First Priority Obligations in accordance with the terms of the First Priority Documents, until the First Priority Obligations Payment Date has occurred and thereafter, to the Second Priority Representative for application in accordance with the Second Priority Documents. Until the occurrence of the First Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Priority Representative, for the benefit of the First Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative (which authorization, being coupled with an interest, is irrevocable).
Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including, without limitation, any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the Senior Agent for application to the Senior Indebtedness in accordance with the terms of the Senior Loan Documents, until the Senior Indebtedness Payment Date has occurred and thereafter, to the Subordinated Holder Representative for application to the Subordinated Indebtedness in accordance with the Subordinated Debenture Documents and thereafter to Borrower in accordance with the Subordinated Debenture Documents. Until the occurrence of the Senior Indebtedness Payment Date, any Common Collateral, including, without limitation, any such Common Collateral constituting proceeds, received by any Subordinated Holder in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Senior Agent, for the benefit of the Senior First Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Subordinated Holder, by entering into the Subordinated Debenture Purchase Agreement and/or the Indenture and purchasing the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness), hereby authorizes the Senior Agent to make any such endorsements as agent for such Subordinated Holder (which authorization, being coupled with an interest, is irrevocable).
Application of Proceeds; Turnover Provisions. (a) All proceeds of Revolving Facility Priority Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Revolving Facility Priority Collateral in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the Revolving Facility Agent for application to the Revolving Facility Obligations in accordance with the terms of the Revolving Facility Documents, until the Revolving Facility Obligations Payment Date has occurred and thereafter, to the Term Facility Agent for application in accordance with the Term Facility Documents. Until the occurrence of the Revolving Facility Obligations Payment Date, any Revolving Facility Priority Collateral, including without limitation any such Revolving Facility Priority Collateral constituting proceeds, that may be received by any Term Facility Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Revolving Facility Agent, for the benefit of the Revolving Facility Secured Parties, in the same form as received, with any necessary endorsements, and each Term Facility Secured Party hereby authorizes the Revolving Facility Agent to make any such endorsements as agent for the Term Facility Agent (which authorization, being coupled with an interest, is irrevocable). Upon the occurrence of the Revolving Facility Obligations Payment Date and the Term Facility Obligations Payment Date, any remaining proceeds of Revolving Facility Priority Collateral shall be distributed to the Borrower.
Application of Proceeds; Turnover Provisions. (a) All proceeds of ABL Priority Collateral (to the extent such ABL Priority Collateral constitutes Common Collateral) (including any interest earned thereon) resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first, to the First Priority Representative with respect to the ABL Priority Collateral to be applied in accordance with Section 6.04 of the ABL Credit Agreement (or the then-extant First Priority Documents with respect to the ABL Priority Collateral) until the First Priority Obligations with respect to the ABL Priority Collateral are paid in full; second, to the Second Priority Representative with respect to the ABL Priority Collateral to be applied in accordance with Section 6.02 of the Term Loan Agreement (or the then-extant Second Priority Documents with respect to the ABL Priority Collateral) until the Second Priority Obligations with respect to the ABL Priority Collateral are paid in full; third, to the Third Priority Representative with respect to the ABL Priority Collateral to be applied in accordance with Section 6.02 of the Term Loan Agreement (or the then-extant Third Priority Documents with respect to the ABL Priority Collateral) until the Third Priority Obligations with respect to the ABL Priority Collateral are paid in full; and finally, to the relevant Grantor, or as a court of competent jurisdiction may direct.
Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral pursuant to any Enforcement Action or that occurs after any Event of Default, whether or not pursuant to an Insolvency Proceeding, or during the pendency of any Insolvency Proceeding shall be distributed as follows: first to the Pulitzer First Priority Representative for application to the Pulitzer First Priority Obligations in accordance with the terms of the Pulitzer Pari Passu Intercreditor Agreement and the Pulitzer First Priority Documents until the Discharge of the Pulitzer First Priority Obligations has occurred and thereafter, to the Pulitzer Second Priority Representative for application in accordance with the terms of the Pulitzer Second Priority Documents and thereafter, after payment in full of all the Pulitzer First Priority Obligations and Pulitzer Second Priority Obligations, to the Borrower and the other Grantors or their successors and assigns, as their interest may appear, or as a court of competent jurisdiction may direct. Until the Discharge of the Pulitzer First Priority Obligations has occurred, any Common Collateral, including any Common Collateral constituting proceeds, that may be received by any Pulitzer Second Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Pulitzer First Priority Representative, for the benefit of the Pulitzer First Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Pulitzer Second Priority Secured Party hereby authorizes the Pulitzer First Priority Representative to make any such endorsements as agent for the Pulitzer Second Priority Representative (which authorization, being coupled with an interest, is irrevocable).
Application of Proceeds; Turnover Provisions. (a) All proceeds of Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Collateral in connection with or resulting from any Enforcement Action with respect to the Collateral, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows:
Application of Proceeds; Turnover Provisions. Upon the occurrence and during the continuance of a Triggering Event and following any Enforcement Action, all proceeds of Collateral (including without limitation any interest earned thereon but net of any taxes, assessments or prior Liens) resulting from the sale, collection or other disposition of Collateral in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be promptly distributed by the Collateral Agent in the following order of priority:
Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral (including without limitation any interest earned thereon) resulting from the sale, collection, or other disposition of Common Collateral, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First Priority Representative for application to the First Priority Obligations in accordance with the terms of the First Priority Documents and/or to be held in a collateral account in the name of the First Priority Representative to secure the First Priority Obligations, in each case until the First Priority Obligations Payment Date has occurred and thereafter, to the Second Priority Representative for application in accordance with the Second Priority Documents. Until the occurrence of the First Priority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party (whether or not pursuant to an Insolvency Proceeding and whether or not any claims of the First Priority Representative or the First Priority Secured Parties are allowed or disallowed in any such Insolvency Proceeding), shall be segregated and held in trust and promptly paid over to the First Priority Representative, for the benefit of the First Priority Secured Parties, in the same form as received, with any necessary endorsements (and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative (which authorization, being coupled with an interest, is irrevocable)). Until the occurrence of the First Priority Obligations Payment Date, the First Priority Representative shall be authorized to hold any Common Collateral so paid over and apply the proceeds thereof against the First Priority Obligations until paid in full, and any Common Collateral remaining after the First Priority Obligations Payment Date will be promptly returned to the Second Priority Representative for the benefit of the Second Priority Secured Parties. The Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, hereby grants the First Priority Representative, for the benefit of the First Priority Secured Parties, a continuing security interest and lien on any Common Collateral (including any proceeds thereof) which may from time to time be paid over to the First Priority Representative pursuant to ...
