Common use of Application of Proceeds and Payments Clause in Contracts

Application of Proceeds and Payments. (a) So long as the Discharge of Senior Lien Obligations has not occurred, any Collateral or proceeds thereof received by the Senior Lien Collateral Agent in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of any Enforcement Action, shall be applied by the Senior Lien Collateral Agent to the Senior Lien Obligations in such order as specified in the relevant Senior Lien Note Documents. Upon the Discharge of Senior Lien Obligations, the Senior Lien Collateral Agent shall deliver to the Cash Pay Second Lien Trustee and the Non-Cash Pay Second Lien Trustee on a pro rata basis in relation to the then aggregate amounts outstanding (under each of the Cash Pay Second Lien Indenture and the Non-Cash Pay Second Lien Indenture, such amounts being certified to the Senior Lien Collateral Agent by the respective trustees thereof) any proceeds of Collateral held by the Senior Lien Collateral Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Cash Pay Second Lien Trustee or the Non-Cash Pay Second Lien Trustee to the applicable Second Lien Obligations in such order as specified in the relevant Second Lien Collateral Documents. (b) In the event of any Insolvency Proceeding involving any Issuer or Guarantor, all Senior Lien Obligations shall first be Paid in Full before any payments or other distributions, whether in cash, securities or other property, shall be made to the Second Lien Claimholders on account of any Second Lien Obligations. Any amounts that would otherwise be paid to the Second Lien Claimholders but for the provisions of this Section 4.2(b) shall instead be paid to the Senior Lien Claimholders until Discharge of Senior Lien Obligations has occurred, and any amounts received by the Second Lien Claimholders in contravention of the provisions of this Section 4.2(b) shall be subject to the turnover provisions of Section 4.3.

Application of Proceeds and Payments. (a) So long as the Discharge of Senior Lien Obligations has not occurred, any Collateral or proceeds thereof received by the Senior Lien Collateral Agent in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies or in connection with any Enforcement ActionInsolvency Proceeding, shall be applied by the Senior Lien Collateral Agent to the Senior Lien Obligations in such order as specified in the relevant Senior Lien Note Documents. Upon the Discharge of the Senior Lien Obligations, the Senior Lien Collateral Agent shall deliver to the Cash Pay Second Lien Trustee and the Non-Cash Pay Second Lien Trustee on a pro rata basis in relation to the then aggregate amounts outstanding (under each of the Cash Pay Second Lien Indenture and the Non-Cash Pay Second Lien Indenture, such amounts being certified to the Senior Lien Collateral Agent by the respective trustees thereof) Claimholders any proceeds of Collateral held by the Senior Lien Collateral Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Cash Pay Second Lien Trustee or the Non-Cash Pay Second Lien Trustee Claimholders to the applicable Second Lien Obligations in such order as specified in the relevant Second Lien Collateral Documents. (b) In the event of any Insolvency Proceeding involving any the Issuer or any Guarantor, all Senior Lien Obligations shall first be Paid in Full in cash before any payments or other distributions, whether in cash, securities or other property, shall be made to the Second Lien Claimholders from the Senior Lien Primary Assets on account of any Second Lien Obligations. Any amounts that would otherwise be paid to the Second Lien Claimholders but for the provisions of this Section 4.2(b4.1(b) shall instead be paid to the Senior Lien Claimholders until Discharge of Senior Lien Obligations has occurred, and any amounts received by the Second Lien Claimholders in contravention of the provisions of this Section 4.2(b) shall be subject to the turnover provisions of Section 4.3.

Application of Proceeds and Payments. (a) So long as the Discharge of Senior Lien Obligations has not occurred (and regardless of whether the Second Lien Maturity Date has occurred), any Collateral or proceeds thereof received by the Senior Lien Collateral Agent in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of any Enforcement Actionremedies, shall be applied by the Senior Lien Collateral Agent to the Senior Lien Obligations in such order as specified in the relevant Senior Lien Note Documents. Upon the Discharge of the Senior Lien Obligations, the Senior Lien Collateral Agent shall deliver to the Cash Pay Second Lien Trustee and the Non-Cash Pay Second Lien Trustee on a pro rata basis in relation to the then aggregate amounts outstanding (under each of the Cash Pay Second Lien Indenture and the Non-Cash Pay Second Lien Indenture, such amounts being certified to the Senior Lien Collateral Agent by the respective trustees thereof) Claimholders any proceeds of Collateral held by the Senior Lien Collateral Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Cash Pay Second Lien Trustee or the Non-Cash Pay Second Lien Trustee Claimholders to the applicable Second Lien Obligations in such order as specified in the relevant Second Lien Collateral Documents. (b) In the event of any Insolvency Proceeding involving any the Issuer or Guarantorany Guarantor (and regardless of whether the Second Lien Maturity Date has occurred), all Senior Lien Obligations shall first be Paid in Full in cash before any payments or other distributions, whether in cash, securities or other property, shall be made to the Second Lien Claimholders on account of any Second Lien Obligations. Any amounts that would otherwise be paid to the Second Lien Claimholders but for the provisions of this Section 4.2(b) shall instead be paid to the Senior Lien Claimholders until Discharge of Senior Lien Obligations has occurred, and any amounts received by the Second Lien Claimholders in contravention of the provisions of this Section 4.2(b) shall be subject to the turnover provisions of Section 4.3.