Common use of Application of Proceeds; Turnover Provisions Clause in Contracts

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. 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 pursuant to an Enforcement Action, and whether or not pursuant to a 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; second to the Second Priority Representative for application to the Second Priority Obligations in accordance with the terms of the Second Priority Documents, until the Second Priority Obligations Payment Date has occurred and thereafter, to the Second Third Priority Representative for application in accordance with the Second Third 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 or Third Priority Secured Party in violation of this Agreement (other than payments of Second Priority Obligations or Third Priority Obligations received, respectively, by the Second Priority Representative or Third Priority Representative in the ordinary course of business, without notice of being received in violation of this agreement, and distributed to the Second Priority Secured Parties or Third Priority Secured Parties entitled to receive such payments made in the ordinary course) 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 and Third Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative and the Third Priority Representative (which authorization, being coupled with an interest, is irrevocable). Neither After the occurrence of the First Priority Representative nor any other First Priority Secured Party has any obligation Obligations Payment Date and until the occurrence 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 lawany Common Collateral, the provisions of including without limitation 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 constituting proceeds, that may be received by the immediately preceding sentence, any Third Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Second Priority Obligations purported Representative, for the benefit of the Second Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Third Priority Secured Party hereby authorizes the Second Priority Representative to be satisfied by make any such endorsements as agent for the payment of such Common Collateral shall be deemed by all parties hereto to be reinstated in full as though such payment had never occurredThird Priority Representative (which authorization, being coupled with an interest, is irrevocable).