Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral received by the First Lien Secured Parties or the Second Lien Secured Parties in connection with an Insolvency Proceeding or an Enforcement Action, shall be distributed as follows: first to the First Lien Representative for application to the First Lien Obligations (other than any Excess First Lien Obligations) in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement until the First Lien Obligations Payment Date has occurred, and thereafter, to the Second Lien Agent for application to the Second Lien Obligations (other than any Excess Second Lien Obligations) in accordance with the Second Lien Documents until the Second Lien Obligations (other than any Excess Second Lien Obligations) are paid in full, in cash. In the event any Excess First Lien Obligations remain unpaid after full payment of the Second Lien Obligations (other than any Excess Second Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the First Lien Representative for application to such Excess First Lien Obligations in accordance with the terms of the First Lien Documents and the First Lien Intercreditor Agreement. In the event any Excess Second Lien Obligations remain unpaid after full payment of the First Lien Obligations (including all Excess First Lien Obligations), any remaining proceeds of Common Collateral shall be delivered to the Second Lien Agent for application to such Excess Second Lien Obligations in accordance with the terms of the Second Lien Documents. Until the occurrence of the First Lien Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Lien Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the First Lien Representative, for the benefit of the First Lien Secured Parties, for application pursuant to this Section 5.1 (and subject to the First Lien Intercreditor Agreement as to the allocation thereof among the First Lien Secured Parties), in the same form as received, with any necessary endorsements, and each Second Lien Secured Party hereby authorizes each of the First Lien Representative and the First Lien Agents to make any such endorsements as agent for the Second Lien Agent (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 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. 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 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 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 a 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). Neither the First Priority Representative nor any other First Priority Secured Party has any obligation of any nature whatsoever to the Second Priority Representative or the Second Priority Secured Parties with respect to the application of proceeds of Common Collateral other than to turn over proceeds of Common Collateral after the First Priority Obligations Payment Date, and then only to the extent that (i) such proceeds are within its control and (ii) such distribution is not contrary to law, the provisions of any First Priority Documents to which it is a party or an order of a court of competent jurisdiction (including, without limitation, a court in an Insolvency Proceeding). Upon the turnover of such Common Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations purported to be satisfied by the payment of such Common Collateral shall be deemed by all parties hereto to be reinstated in full as though such payment had never occurred.
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. (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. 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. (a) Subject to the further provisions of this Section 4.01, Proceeds of Common Collateral will be used to pay the Lender Obligations and the Note Obligations in the following order of priority:
