Common use of Allocation of Proceeds of Collateral Clause in Contracts

Allocation of Proceeds of Collateral. In all circumstances, all proceeds of the Collateral shall be paid over or delivered to the Administrative Agent for distribution as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Collateral Agent (including reasonable attorneys’ fees of one counsel for both the Administrative Agent and the Collateral Agent) in connection with enforcing the rights of the Administrative Agent and the Collateral Agent under the Loan Documents, and to the payment of any fees owed to the Administrative Agent or the Collateral Agent, each in its capacity as such; SECOND, to the payment of all reasonable out-of-pocket costs and expenses of each of the DIP Lenders (including reasonable attorneys’ fees of one counsel to separately represent the DIP Lenders) in connection with enforcing its rights under the Loan Documents, as applicable, with respect to Borrowers’ Obligations owing to such DIP Lender and to all other Lender Expenses; THIRD, to the payment of all of Borrowers’ Obligations to the DIP Lenders consisting of accrued fees and interest; FOURTH, to the payment of the outstanding principal amount of Borrowers’ Obligations under this Agreement and the other Loan Documents; FIFTH, to all other of Borrowers’ Obligations under this Agreement and the other Loan Documents and other obligations to DIP Lenders which shall have become due and payable under the Loan Documents; and SIXTH, to the payment of the surplus, if any, to Borrowers or whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied equally and ratably in the numerical order provided until exhausted prior to the application to the next succeeding category; and (ii) each of the DIP Lenders shall receive an amount equal to its Pro Rata Share (based on the proportion that the then outstanding DIP Loans held by such DIP Lender bears to the aggregate then outstanding DIP Loans) of amounts available to be applied pursuant to clauses THIRD and FOURTH above.

Allocation of Proceeds of Collateral. In Subject to Article XV, after the exercise of remedies by the Administrative Agent or the Lenders pursuant to Article XI (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all circumstancesother amounts under the Loan Documents shall automatically become due and payable in accordance with the terms hereof), all proceeds of the Collateral shall be paid over or delivered to the Administrative Agent for distribution as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Collateral Agent (including reasonable attorneys’ fees fees) of one counsel for both the Administrative Agent and the Collateral Agent) in connection with enforcing the rights of the Administrative Agent and the Collateral Agent under the Loan Documents, and to the payment of any fees owed to the Administrative Agent or the Collateral Agent, each in its capacity as such; SECOND, to the payment of all reasonable out-of-pocket costs and expenses of each of the DIP Lenders (including reasonable attorneys’ fees fees) of one counsel to separately represent each of the DIP Lenders) Lenders in connection with enforcing its rights under the Loan Documents, as applicable, Documents with respect to Borrowers’ the Borrower’s Obligations owing to such DIP Lender and to all other Lender ExpensesLender; THIRD, to the payment of all of Borrowers’ the Borrower’s Obligations to the DIP Lenders consisting of accrued fees and interest; FOURTH, to the payment of the outstanding principal amount of Borrowers’ the Borrower’s Obligations under this Agreement and the other Loan Documents; FIFTH, to all other of Borrowers’ the Borrower’s Obligations under this Agreement and the other Loan Documents and other obligations to DIP Lenders which shall have become due and payable under the Loan DocumentsLoan; and SIXTH, to the payment of the surplus, if any, to Borrowers or whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied equally and ratably in the numerical order provided until exhausted prior to the application to the next succeeding category; and (ii) each of the DIP Lenders shall receive an amount equal to its Pro Rata Share (based on the proportion that the then outstanding DIP Loans held by such DIP Lender bears to the aggregate then outstanding DIP Loans) of amounts available to be applied pursuant to clauses THIRD “THIRD” and FOURTH “FOURTH” above.

Allocation of Proceeds of Collateral. In all circumstances(a) (i) All proceeds that are received by any Party from any sale, all proceeds collection, lease or other disposition of the any ABL Priority Collateral (whether received from an Obligor, pursuant to a Lien Enforcement Action or in connection with any claim under any insurance policy or condemnation award) shall be paid over or delivered to the Administrative Agent for distribution distributed as follows: FIRST(A) first, in payment of any Enforcement Expenses incurred by the Agent conducting Lien Enforcement Action with respect to such ABL Priority Collateral, provided such Lien Enforcement Action was not initiated in violation of this Agreement; (B) second, to ABL Agent for application to the Priority ABL Debt, in such order of application as the holders of such Priority ABL Debt may elect consistent with the ABL Documents, until Discharge of the Priority ABL Debt; (C) third, to Notes Agent for application to the Priority Notes Debt, in such order of application as Notes Parties may elect consistent with the Notes Documents, until Discharge of the Priority Notes Debt; (D) fourth, to ABL Agent for application to any Non-Priority ABL Debt remaining until Payment in Full of all such Non-Priority ABL Debt; and (E) fifth, to Notes Agent for application to any Non-Priority Notes Debt remaining until Payment in Full of all such Non-Priority Notes Debt; provided, that notwithstanding anything in this Agreement that may be construed to the contrary in the event Notes Agent receives, in connection with any Bankruptcy Case or other Insolvency Proceeding, any proceeds of any ABL Priority Collateral and the Lien in favor of ABL Agent with respect to such ABL Priority Collateral has been voided, avoided or equitably subordinated by a court of competent jurisdiction pursuant to a final order, then such proceeds received by Notes Agent with respect to the ABL Priority Collateral in respect of which the Lien in favor of ABL Agent has been voided, avoided, equitably subordinated or otherwise invalidated may be applied, to the payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Collateral Agent (including reasonable attorneys’ fees of one counsel for both the Administrative Agent and the Collateral Agent) in connection with enforcing the rights of the Administrative Agent and the Collateral Agent extent permitted under the Loan Documents, and to the payment of any fees owed to the Administrative Agent or the Collateral Agent, each in its capacity as such; SECOND, to the payment of all reasonable out-of-pocket costs and expenses of each of the DIP Lenders (including reasonable attorneys’ fees of one counsel to separately represent the DIP Lenders) in connection with enforcing its rights under the Loan Documents, as applicable, with respect to Borrowers’ Obligations owing to such DIP Lender and to all other Lender Expenses; THIRD, to the payment of all of Borrowers’ Obligations to the DIP Lenders consisting of accrued fees and interest; FOURTHapplicable law, to the payment of the outstanding principal amount of Borrowers’ Obligations under this Agreement and Notes Debt in accordance with the other Loan Notes Documents; FIFTH, to all other of Borrowers’ Obligations under this Agreement and the other Loan Documents and other obligations to DIP Lenders which shall have become due and payable under the Loan Documents; and SIXTH, to the payment of the surplus, if any, to Borrowers or whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied equally and ratably in the numerical order provided until exhausted prior to the application to the next succeeding category; and (ii) each of the DIP Lenders shall receive an amount equal to its Pro Rata Share (based on the proportion that the then outstanding DIP Loans held by such DIP Lender bears to the aggregate then outstanding DIP Loans) of amounts available to be applied pursuant to clauses THIRD and FOURTH above.

Allocation of Proceeds of Collateral. In (a) The Collateral Agent, the Agent, acting on behalf of itself and the Banks under the Credit Agreement, and the Senior Noteholders agree, INTER SE, that the cash proceeds of any collection, recovery, receipt, appropriation, realization or sale of any or all circumstances, all proceeds of the Collateral or the enforcement of the Security Documents that have been received by the Collateral Agent shall be paid over or delivered held by the Collateral Agent as cash collateral in a special collateral account from which only the Collateral Agent may effect withdrawals and shall be allocated to the Administrative Secured Obligations and distributed from time to time by the Collateral Agent for distribution as followsto the Secured Parties in accordance with the following priorities: FIRST, to the payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Collateral Agent (including reasonable attorneys’ fees of one counsel for both the Administrative Agent and the Collateral Agent) incurred in connection with enforcing the rights execution of its duties as Collateral Agent; SECOND, after payment in full of all amounts set forth in item FIRST, to the Administrative payment to the Agent (for the benefit of itself and the Collateral Agent under the Loan Documents, Banks) and to the Senior Noteholders, PRO RATA, in accordance with the respective amounts of (i) the Bank Obligations constituting (A) the then aggregate unpaid principal amount of the Loans and Money Market Loans, together with all accrued and unpaid interest thereon at such time, and (B) all commitment fees then owing by the Company to any Bank under the Credit Agreement (provided that such commitment fees included in this item SECOND shall be limited to such amounts that are computed at a rate not in excess of the rate provided for in the Credit Agreement as in effect on the date hereof, any commitment fees in excess of such amount to be included in item FOURTH) and (ii) the Senior Note Obligations constituting the then aggregate unpaid principal amount of the Senior Notes together with all accrued and unpaid interest thereon at such time, for application to such Bank Obligations and such Senior Note Obligations, without priority of one over the other; THIRD, after payment in full of any fees owed to the Administrative Agent or the Collateral Agent, each all amounts set forth in its capacity as such; item SECOND, to the payment to the Agent in the amount of all reasonable out-of-pocket costs and expenses of each agents fees then owing by the Company or any Guaranty Subsidiary to the Agent under the Credit Agreement or any of the DIP Lenders other Bank Loan Documents (including reasonable attorneys’ provided that such agents fees of one counsel to separately represent the DIP Lenders) included in connection with enforcing its rights under the Loan Documents, as applicable, with respect to Borrowers’ Obligations owing this item THIRD shall be limited to such DIP Lender and amounts that are computed at a rate not in excess of the rate in effect on the date hereof, any agents fee in excess of such amount to be included in item FOURTH); FOURTH, after payment in full of all other Lender Expenses; amounts set forth in item THIRD, to the payment of all of Borrowers’ Obligations to the DIP Lenders consisting Agent (for the benefit of accrued fees and interest; FOURTH, to the payment of the outstanding principal amount of Borrowers’ Obligations under this Agreement itself and the other Loan Documents; FIFTH, to all other of Borrowers’ Obligations under this Agreement Banks) and the other Loan Documents and other obligations to DIP Lenders which shall have become due and payable under Senior Noteholders PRO RATA, in accordance with the Loan Documents; and SIXTH, to the payment respective amounts of the surplus, if any, to Borrowers or whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied equally and ratably in the numerical order provided until exhausted prior to the application to the next succeeding category; all other Bank Obligations and (ii) each all other Senior Note Obligations, without priority of one over the other; and FIFTH, after payment in full of all amounts set forth in item FOURTH, if no other Secured Obligations shall then be outstanding, to or at the direction of the DIP Lenders shall receive an amount equal to its Pro Rata Share (based on the proportion that the then outstanding DIP Loans held by such DIP Lender bears to the aggregate then outstanding DIP Loans) Company, or as a court of amounts available to be applied pursuant to clauses THIRD and FOURTH abovecompetent jurisdiction may otherwise direct.

Allocation of Proceeds of Collateral. In Notwithstanding any other provisions of this Agreement to the contrary, after the exercise of remedies by an Agent or the Lenders pursuant to Article XII (or after the Loans (with accrued interest thereon) shall automatically become due and payable in accordance with the terms hereof, other than pursuant to Section 3.01 or 3.02), all circumstances, payments received from the Borrower and all proceeds of the Collateral shall be paid over or delivered to the Administrative Agent for distribution as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent and the Collateral Agent (including reasonable attorneys’ fees of one counsel for both the Administrative Agent and the Collateral Agent) in connection with enforcing the rights of the Administrative Agent and the Collateral Agent under the Loan Documents, and to the payment of any fees owed to the Administrative Agent or the Collateral Agent, each in its capacity as such; SECOND, to the payment of all reasonable out-of-pocket costs and expenses of each of the DIP Lenders (including reasonable attorneys’ fees fees) of one counsel to separately represent each of the DIP Lenders) in connection with enforcing its rights Term A Lenders under the Loan Documents, as applicable, with respect to Borrowers’ Obligations owing to such DIP Lender and to all other Lender Expenses; THIRD, to the payment of all of Borrowers’ the Obligations to the DIP Term A Lenders consisting of accrued fees and interest; FOURTH, to the payment of the outstanding principal amount of Borrowers’ Obligations under this Agreement and the other Loan DocumentsTerm A Loans; FIFTH, to all other of Borrowers’ Obligations under this Agreement and to the other Loan Documents and other obligations to DIP Term A Lenders which shall have become due and payable under the Loan Documents and not repaid pursuant to clauses “SECOND” through “FOURTH” above; SIXTH, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Term B Lenders under the Loan Documents; SEVENTH, to the payment of all of the Obligations to the Term B Lenders consisting of accrued fees and interest; EIGHTH, to the payment of the outstanding principal amount of the Term B Loans; NINTH, to all other Obligations to the Term B Lenders which shall have become due and payable under the Loan Documents and not repaid pursuant to clauses “SIXTH” through “EIGHTH” above; TENTH, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Hedging Agreement Providers under the Hedging Agreements; and ELEVENTH, to the payment of all of the Obligations to the Hedging Agreement Providers under the Hedging Agreements; and TWELFTH, to the payment of the surplus, if any, to Borrowers or whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied equally and ratably in the numerical order provided until exhausted prior to the application to the next succeeding category; and (ii) each of the DIP Term A Lenders shall receive an amount equal to its Pro Rata Share (based on the proportion that the then outstanding DIP Loans held by such DIP Lender bears to the aggregate then outstanding DIP Loans) of amounts available to be applied pursuant to clauses THIRD “FOURTH” through “SEVENTH” above (based on the proportion the amount owed to it under such clause bears to the aggregate amount due to all Lenders under such clause); and FOURTH above(iii) each of the Term B Lenders shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant to clauses “EIGHTH” through “ELEVENTH” above (based on the proportion the amount owed to it under such clause bears to the aggregate amount due to all Lenders under such clause).

Allocation of Proceeds of Collateral. In Notwithstanding any other provisions of this Agreement to the contrary, after the exercise of remedies by the Administrative Agent, the Collateral Agent or the Lenders pursuant to Article XI (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all circumstancesother amounts under the Loan Documents shall automatically become due and payable in accordance with the terms hereof), all proceeds of the Collateral shall be paid over or delivered to the Administrative Agent for distribution as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Administrative Agent and the Collateral Agent (including reasonable attorneys’ fees of one counsel for both the Administrative Agent and the Collateral Agent) in connection with enforcing the rights of the Administrative Agent and the Collateral Agent under ­NY12534:166729.34 the Loan Documents, and to the payment of any fees owed to the Administrative Agent or the Collateral Agent, each in its capacity their capacities as such; SECOND, to the payment of all reasonable out-of-pocket costs and expenses of each of the DIP Lenders (including reasonable attorneys’ fees fees) of one counsel to separately represent each of the DIP Lenders) Lenders and the Hedging Agreement Providers in connection with enforcing its rights under the Loan DocumentsDocuments or Hedging Agreements, as applicable, with respect to Borrowers’ the Borrower’s Obligations owing to such DIP Lender and to all other Lender Expensesor Hedging Agreement Provider; THIRD, to the payment of all of Borrowers’ the Borrower’s Obligations to the DIP Lenders consisting of accrued fees and interest; FOURTH, to the payment of the outstanding principal amount of Borrowers’ the Borrower’s Obligations under this Agreement and the other Loan DocumentsDocuments and the payment of all the Borrower’s Obligations with respect to Hedging Agreements not repaid pursuant to clause “SECOND” above; FIFTH, to all other of Borrowers’ the Borrower’s Obligations under this Agreement and the other Loan Documents and other obligations to DIP Lenders which shall have become due and payable under the Loan DocumentsLoan; and SIXTH, to the payment of the surplus, if any, to Borrowers or whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied equally and ratably in the numerical order provided until exhausted prior to the application to the next succeeding category; and (ii) each of the DIP Lenders shall receive an amount equal to its Pro Rata Share (based on the proportion that the then outstanding DIP Loans held by such DIP Lender bears to the aggregate then outstanding DIP Loans) of amounts available to be applied pursuant to clauses THIRD “THIRD” and FOURTH “FOURTH” above.

Allocation of Proceeds of Collateral. In Notwithstanding any other provisions of this Agreement to the contrary, after the exercise of remedies by the Lender, the Collateral Agent or the Lender pursuant to Article XI (or after the Commitment shall automatically terminate and the Loans (with accrued interest thereon) and all circumstancesother amounts under the Loan Documents shall automatically become due and payable in accordance with the terms hereof), all proceeds of the Collateral shall be paid over or delivered to the Administrative Agent Lender for distribution as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Collateral Agent (including reasonable attorneys’ fees fees) of one counsel for both the Administrative Agent and the Collateral Agent) Agent in connection with enforcing the rights of the Administrative Agent and the Collateral Agent under the Loan Documents, and to the payment of any fees owed to the Administrative Agent or the Collateral Agent, each in its capacity as such; SECOND, to the payment of all reasonable out-of-pocket costs and expenses of each of the DIP Lenders (including reasonable attorneys’ fees fees) of one counsel to separately represent the DIP Lenders) Lender in connection with enforcing its rights under the Loan Documents, as applicable, Documents with respect to Borrowers’ the Borrower’s Obligations owing to such DIP Lender and to all other Lender Expensesthe Lender; THIRD, to the payment of all of Borrowers’ the Borrower’s Obligations to the DIP Lenders Lender consisting of accrued fees and interest; FOURTH, to the payment of the outstanding principal amount of Borrowers’ the Borrower’s Obligations under this Agreement and the other Loan DocumentsDocuments not repaid pursuant to clause “SECOND” above; FIFTH, to all other of Borrowers’ the Borrower’s Obligations under this Agreement and the other Loan Documents and other obligations to DIP Lenders the Lender which shall have become due and payable under the Loan DocumentsLoans; and SIXTH, to the payment of the surplus, if any, to Borrowers or whoever whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied equally and ratably in the numerical order provided until exhausted prior to the application to the next succeeding category; and (ii) each of the DIP Lenders shall receive an amount equal to its Pro Rata Share (based on the proportion that the then outstanding DIP Loans held by such DIP Lender bears to the aggregate then outstanding DIP Loans) of amounts available to be applied pursuant to clauses THIRD and FOURTH above.