Common use of Allocation of Proceeds of Collateral Clause in Contracts

Allocation of Proceeds of Collateral. (i) All proceeds that are received by any Party from any sale, collection, lease or other disposition of 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 distributed as follows: (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 extent permitted under applicable law, to the payment of the Notes Debt in accordance with the Notes Documents. (ii) All proceeds that are received by any Party from any sale, collection, lease or other disposition of any Notes 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 distributed as follows: (A) first, in payment of any Enforcement Expenses incurred by the Agent conducting Lien Enforcement Action with respect to such Notes Priority Collateral, provided such Lien Enforcement Action was not initiated in violation of this Agreement; (B) second, to Notes Agent for application to the Priority Notes Debt, in such order of application as the holders of such Priority Notes Debt may elect consistent with the Notes Documents, until Discharge of the Priority Notes Debt; (C) third, to ABL Agent for application to the Priority ABL Debt, in such order of application as ABL Parties may elect consistent with the ABL Documents, until Discharge of the Priority ABL Debt; (D) fourth, to Notes Agent for application to any Non-Priority Notes Debt remaining until Payment in Full of all such Non-Priority Notes Debt; and (E) fifth, to ABL Agent for application to any Non-Priority ABL Debt remaining until Payment in Full of all such Non-Priority ABL Debt; provided, that notwithstanding anything in this Agreement that may be construed to the contrary in the event ABL Agent receives, in connection with any Bankruptcy Case or other Insolvency Proceeding, any proceeds of any Notes Priority Collateral and the Lien in favor of Notes Agent with respect to such Notes 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 ABL Agent with respect to the Notes Priority Collateral in respect of which the Lien in favor of Notes Agent has been voided, avoided, equitably subordinated or otherwise invalidated may be applied, to the extent permitted under applicable law, to the payment of the ABL Debt in accordance with the ABL Documents. (b) Nothing herein shall be construed to require ABL Loan Parties to reduce any of their Commitments with respect to the funding of ABL Loans or the issuance of Letters of Credit as a result of their receipt of any amounts applied to any portion of the ABL Debt. If any ABL Party shall receive any insurance proceeds or condemnation awards related to the ABL Priority Collateral, such ABL Party shall be authorized to hold such proceeds or awards and release them to Borrowers in accordance with the provisions of such ABL Party’s Debt Documents; and if any Notes Party shall receive any insurance proceeds or condemnation awards related to the Notes Priority Collateral, such Notes Party shall be authorized to hold such proceeds or awards and release them to Borrowers in accordance with the provisions of such Notes Party’s Notes Documents.

Allocation of Proceeds of Collateral. (i) All proceeds that are received Notwithstanding any other provisions of this Agreement to the contrary, after the exercise of remedies by any Party from any salethe Administrative Agent, collection, lease the Collateral Agent or other disposition of any ABL Priority Collateral (whether received from an Obligor, the Lenders pursuant to a Lien Enforcement Action Article XI (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Loan Documents shall automatically become due and payable in accordance with the terms hereof), all proceeds of 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 in connection with any claim enforcing the rights of the Administrative Agent and the Collateral Agent under any insurance policy or condemnation award) shall be distributed as follows: (A) first­NY12534:166729.34 the Loan Documents, in and to the payment of any Enforcement Expenses incurred by fees owed to the Administrative Agent conducting Lien Enforcement Action with respect to such ABL Priority Collateralor the Collateral Agent, provided such Lien Enforcement Action was not initiated each in violation of this Agreementtheir capacities as such; (B) secondSECOND, to ABL Agent for application to the Priority ABL Debt, in such order payment of application as the holders all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of such Priority ABL Debt may elect consistent with the ABL Documents, until Discharge each of the Priority ABL Debt; (C) third, to Notes Agent for application to Lenders and 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 Hedging Agreement that may be construed to the contrary in the event Notes Agent receives, Providers in connection with any Bankruptcy Case enforcing its rights under the Loan Documents or other Insolvency ProceedingHedging Agreements, any proceeds of any ABL Priority Collateral and the Lien in favor of ABL Agent with respect to such ABL Priority Collateral has been voidedas applicable, 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 Borrower’s Obligations owing to such Lender or otherwise invalidated may be appliedHedging Agreement Provider; THIRD, to the extent permitted under applicable lawpayment of all of the Borrower’s Obligations to the Lenders consisting of accrued fees and interest; FOURTH, to the payment of the Notes Debt in accordance with outstanding principal amount of the Notes Documents. (ii) All proceeds that are received by any Party from any sale, collection, lease or Borrower’s Obligations under this Agreement and the other disposition of any Notes 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 distributed as follows: (A) first, in Loan Documents and the payment of any Enforcement Expenses incurred by all the Agent conducting Lien Enforcement Action Borrower’s Obligations with respect to such Notes Priority Collateral, provided such Lien Enforcement Action was Hedging Agreements not initiated in violation of this Agreementrepaid pursuant to clause “SECOND” above; (B) secondFIFTH, to Notes Agent for application to the Priority Notes Debt, in such order of application as the holders of such Priority Notes Debt may elect consistent with the Notes Documents, until Discharge all other of the Priority Notes Debt; (C) third, Borrower’s Obligations under this Agreement and the other Loan Documents and other obligations to ABL Agent for application to Lenders which shall have become due and payable under the Priority ABL Debt, in such order of application as ABL Parties may elect consistent with the ABL Documents, until Discharge of the Priority ABL Debt; (D) fourth, to Notes Agent for application to any Non-Priority Notes Debt remaining until Payment in Full of all such Non-Priority Notes DebtLoan; and (E) fifth, to ABL Agent for application to any Non-Priority ABL Debt remaining until Payment in Full of all such Non-Priority ABL Debt; provided, that notwithstanding anything in this Agreement that may be construed to the contrary in the event ABL Agent receives, in connection with any Bankruptcy Case or other Insolvency Proceeding, any proceeds of any Notes Priority Collateral and the Lien in favor of Notes Agent with respect to such Notes 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 ABL Agent with respect to the Notes Priority Collateral in respect of which the Lien in favor of Notes Agent has been voided, avoided, equitably subordinated or otherwise invalidated may be applied, to the extent permitted under applicable lawSIXTH, to the payment of the ABL Debt in accordance with surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the ABL Documents. foregoing, (bi) Nothing herein amounts received shall be construed to require ABL Loan Parties to reduce any of their Commitments with respect applied equally and ratably in the numerical order provided until exhausted prior to the funding of ABL Loans or application to the issuance of Letters of Credit as a result of their receipt of any amounts applied to any portion next succeeding category; (ii) each of the ABL Debt. If any ABL Party Lenders shall receive any insurance proceeds or condemnation awards related an amount equal to its Pro Rata Share (based on the proportion that the then outstanding Loans held by such Lender bears to the ABL Priority Collateral, such ABL Party shall aggregate then outstanding Loans) of amounts available to be authorized applied pursuant to hold such proceeds or awards clauses “THIRD” and release them to Borrowers in accordance with the provisions of such ABL Party’s Debt Documents; and if any Notes Party shall receive any insurance proceeds or condemnation awards related to the Notes Priority Collateral, such Notes Party shall be authorized to hold such proceeds or awards and release them to Borrowers in accordance with the provisions of such Notes Party’s Notes Documents“FOURTH” above.

Allocation of Proceeds of Collateral. (i) All proceeds that are received Subject to Article XV, after the exercise of remedies by any Party from any sale, collection, lease the Administrative Agent or other disposition of any ABL Priority Collateral (whether received from an Obligor, the Lenders pursuant to a Lien Enforcement Action Article XI (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Loan Documents shall automatically become due and payable in accordance with the terms hereof), all proceeds of 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 in connection with any claim enforcing the rights of the Administrative Agent under any insurance policy or condemnation award) shall be distributed as follows: (A) firstthe Loan Documents, in and to the payment of any Enforcement Expenses incurred by fees owed to the Agent conducting Lien Enforcement Action with respect to such ABL Priority CollateralAdministrative Agent, provided such Lien Enforcement Action was not initiated each in violation of this Agreementits capacity as such; (B) secondSECOND, to ABL Agent for application to the Priority ABL Debt, in such order payment of application as the holders all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of such Priority ABL Debt may elect consistent with the ABL Documents, until Discharge each 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, Lenders in connection with any Bankruptcy Case or other Insolvency Proceeding, any proceeds of any ABL Priority Collateral and enforcing its rights under 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 Loan Documents 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 appliedBorrower’s Obligations owing to such Lender; THIRD, to the extent permitted under applicable lawpayment of all of the Borrower’s Obligations to the Lenders consisting of accrued fees and interest; FOURTH, to the payment of the Notes Debt in accordance with outstanding principal amount of the Notes Borrower’s Obligations under this Agreement and the other Loan Documents. (ii) All proceeds that are received by any Party from any sale, collection, lease or other disposition of any Notes 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 distributed as follows: (A) first, in payment of any Enforcement Expenses incurred by the Agent conducting Lien Enforcement Action with respect to such Notes Priority Collateral, provided such Lien Enforcement Action was not initiated in violation of this Agreement; (B) secondFIFTH, to Notes Agent for application to the Priority Notes Debt, in such order of application as the holders of such Priority Notes Debt may elect consistent with the Notes Documents, until Discharge all other of the Priority Notes Debt; (C) third, Borrower’s Obligations under this Agreement and the other Loan Documents and other obligations to ABL Agent for application to Lenders which shall have become due and payable under the Priority ABL Debt, in such order of application as ABL Parties may elect consistent with the ABL Documents, until Discharge of the Priority ABL Debt; (D) fourth, to Notes Agent for application to any Non-Priority Notes Debt remaining until Payment in Full of all such Non-Priority Notes DebtLoan; and (E) fifth, to ABL Agent for application to any Non-Priority ABL Debt remaining until Payment in Full of all such Non-Priority ABL Debt; provided, that notwithstanding anything in this Agreement that may be construed to the contrary in the event ABL Agent receives, in connection with any Bankruptcy Case or other Insolvency Proceeding, any proceeds of any Notes Priority Collateral and the Lien in favor of Notes Agent with respect to such Notes 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 ABL Agent with respect to the Notes Priority Collateral in respect of which the Lien in favor of Notes Agent has been voided, avoided, equitably subordinated or otherwise invalidated may be applied, to the extent permitted under applicable lawSIXTH, to the payment of the ABL Debt in accordance with surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the ABL Documents. foregoing, (bi) Nothing herein amounts received shall be construed to require ABL Loan Parties to reduce any of their Commitments with respect applied equally and ratably in the numerical order provided until exhausted prior to the funding of ABL Loans or application to the issuance of Letters of Credit as a result of their receipt of any amounts applied to any portion next succeeding category; (ii) each of the ABL Debt. If any ABL Party Lenders shall receive any insurance proceeds or condemnation awards related an amount equal to its Pro Rata Share (based on the proportion that the then outstanding Loans held by such Lender bears to the ABL Priority Collateral, such ABL Party shall aggregate then outstanding Loans) of amounts available to be authorized applied pursuant to hold such proceeds or awards clauses “THIRD” and release them to Borrowers in accordance with the provisions of such ABL Party’s Debt Documents; and if any Notes Party shall receive any insurance proceeds or condemnation awards related to the Notes Priority Collateral, such Notes Party shall be authorized to hold such proceeds or awards and release them to Borrowers in accordance with the provisions of such Notes Party’s Notes Documents“FOURTH” above.

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 (iincluding reasonable attorneys’ fees of one counsel for both the Administrative Agent and the Collateral Agent) All proceeds that are received by any Party from any sale, collection, lease or other disposition of any ABL Priority Collateral (whether received from an Obligor, pursuant to a Lien Enforcement Action or in connection with any claim enforcing the rights of the Administrative Agent and the Collateral Agent under any insurance policy or condemnation award) shall be distributed as follows: (A) firstthe Loan Documents, in and to the payment of any Enforcement Expenses incurred by fees owed to the Administrative Agent conducting Lien Enforcement Action 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 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 Borrowers’ Obligations owing to such ABL Priority Collateral has been voided, avoided or equitably subordinated by a court of competent jurisdiction pursuant DIP Lender and 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 appliedall other Lender Expenses; THIRD, to the extent permitted under applicable lawpayment of all of Borrowers’ Obligations to the DIP Lenders consisting of accrued fees and interest; FOURTH, to the payment of the Notes Debt in accordance with outstanding principal amount of Borrowers’ Obligations under this Agreement and the Notes other Loan Documents. (ii) All proceeds that are received by any Party from any sale, collection, lease or other disposition of any Notes 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 distributed as follows: (A) first, in payment of any Enforcement Expenses incurred by the Agent conducting Lien Enforcement Action with respect to such Notes Priority Collateral, provided such Lien Enforcement Action was not initiated in violation of this Agreement; (B) secondFIFTH, to Notes Agent for application 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 Priority Notes Debt, in such order of application as the holders of such Priority Notes Debt may elect consistent with the Notes Loan Documents, until Discharge of the Priority Notes Debt; (C) third, to ABL Agent for application to the Priority ABL Debt, in such order of application as ABL Parties may elect consistent with the ABL Documents, until Discharge of the Priority ABL Debt; (D) fourth, to Notes Agent for application to any Non-Priority Notes Debt remaining until Payment in Full of all such Non-Priority Notes Debt; and (E) fifth, to ABL Agent for application to any Non-Priority ABL Debt remaining until Payment in Full of all such Non-Priority ABL Debt; provided, that notwithstanding anything in this Agreement that may be construed to the contrary in the event ABL Agent receives, in connection with any Bankruptcy Case or other Insolvency Proceeding, any proceeds of any Notes Priority Collateral and the Lien in favor of Notes Agent with respect to such Notes 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 ABL Agent with respect to the Notes Priority Collateral in respect of which the Lien in favor of Notes Agent has been voided, avoided, equitably subordinated or otherwise invalidated may be applied, to the extent permitted under applicable lawSIXTH, to the payment of the ABL Debt in accordance with surplus, if any, to Borrowers or whoever may be lawfully entitled to receive such surplus. In carrying out the ABL Documents. foregoing, (bi) Nothing herein amounts received shall be construed to require ABL Loan Parties to reduce any of their Commitments with respect applied equally and ratably in the numerical order provided until exhausted prior to the funding of ABL Loans or application to the issuance of Letters of Credit as a result of their receipt of any amounts applied to any portion next succeeding category; and (ii) each of the ABL Debt. If any ABL Party DIP Lenders shall receive any insurance proceeds or condemnation awards related 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 ABL Priority Collateral, such ABL Party shall aggregate then outstanding DIP Loans) of amounts available to be authorized applied pursuant to hold such proceeds or awards clauses THIRD and release them to Borrowers in accordance with the provisions of such ABL Party’s Debt Documents; and if any Notes Party shall receive any insurance proceeds or condemnation awards related to the Notes Priority Collateral, such Notes Party shall be authorized to hold such proceeds or awards and release them to Borrowers in accordance with the provisions of such Notes Party’s Notes DocumentsFOURTH above.

Allocation of Proceeds of Collateral. 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 (ior after the Loans (with accrued interest thereon) All proceeds that are received by any Party from any saleshall automatically become due and payable in accordance with the terms hereof, collectionother than pursuant to Section 3.01 or 3.02), lease or other disposition of any ABL Priority Collateral (whether all payments received from an Obligor, pursuant to a Lien Enforcement Action or in connection with any claim under any insurance policy or condemnation award) the Borrower and all proceeds of Collateral shall be distributed 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 (Aincluding reasonable attorneys’ fees) first, in of the Administrative Agent and the Collateral Agent and to the 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 fees owed to the Priority ABL Debt, in such order of application as Administrative Agent or the holders of such Priority ABL Debt may elect consistent with the ABL Documents, until Discharge of the Priority ABL DebtCollateral Agent; (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 appliedSECOND, to the extent permitted payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Term A Lenders under applicable lawthe Loan Documents; THIRD, to the payment of all of the Obligations to the Term A Lenders consisting of accrued fees and interest; FOURTH, to the payment of the Notes Debt in accordance with outstanding principal amount of the Notes Documents. (ii) All proceeds that are received by any Party from any saleTerm A Loans; FIFTH, collection, lease or to all other disposition of any Notes Priority Collateral (whether received from an Obligor, Obligations to the Term A Lenders which shall have become due and payable under the Loan Documents and not repaid pursuant to a Lien Enforcement Action or in connection with any claim under any insurance policy or condemnation award) shall be distributed as follows: (A) first, in payment of any Enforcement Expenses incurred by the Agent conducting Lien Enforcement Action with respect to such Notes Priority Collateral, provided such Lien Enforcement Action was not initiated in violation of this Agreementclauses “SECOND” through “FOURTH” above; (B) second, to Notes Agent for application to the Priority Notes Debt, in such order of application as the holders of such Priority Notes Debt may elect consistent with the Notes Documents, until Discharge of the Priority Notes Debt; (C) third, to ABL Agent for application to the Priority ABL Debt, in such order of application as ABL Parties may elect consistent with the ABL Documents, until Discharge of the Priority ABL Debt; (D) fourth, to Notes Agent for application to any Non-Priority Notes Debt remaining until Payment in Full of all such Non-Priority Notes Debt; and (E) fifth, to ABL Agent for application to any Non-Priority ABL Debt remaining until Payment in Full of all such Non-Priority ABL Debt; provided, that notwithstanding anything in this Agreement that may be construed to the contrary in the event ABL Agent receives, in connection with any Bankruptcy Case or other Insolvency Proceeding, any proceeds of any Notes Priority Collateral and the Lien in favor of Notes Agent with respect to such Notes 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 ABL Agent with respect to the Notes Priority Collateral in respect of which the Lien in favor of Notes Agent has been voided, avoided, equitably subordinated or otherwise invalidated may be appliedSIXTH, to the extent permitted payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Term B Lenders under applicable lawthe 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 ABL Debt in accordance with outstanding principal amount of the ABL Documents. 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 (bincluding reasonable attorneys’ fees) Nothing herein 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 whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be construed to require ABL Loan Parties to reduce any of their Commitments with respect applied equally and ratably in the numerical order provided until exhausted prior to the funding of ABL Loans or application to the issuance of Letters of Credit as a result of their receipt of any amounts applied to any portion next succeeding category; (ii) each of the ABL Debt. If any ABL Party Term A Lenders shall receive any insurance proceeds or condemnation awards related an amount equal to its Pro Rata Share of amounts available to be applied pursuant to clauses “FOURTH” through “SEVENTH” above (based on the proportion the amount owed to it under such clause bears to the ABL Priority Collateral, aggregate amount due to all Lenders under such ABL Party shall be authorized to hold such proceeds or awards and release them to Borrowers in accordance with the provisions of such ABL Party’s Debt Documentsclause); and if any Notes Party (iii) each of the Term B Lenders shall receive any insurance proceeds or condemnation awards related 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 Notes Priority Collateral, aggregate amount due to all Lenders under such Notes Party shall be authorized to hold such proceeds or awards and release them to Borrowers in accordance with the provisions of such Notes Party’s Notes Documentsclause).

Allocation of Proceeds of Collateral. (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 of the Collateral or the enforcement of the Security Documents that have been received by the Collateral Agent shall be 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 Secured Obligations and distributed from time to time by the Collateral Agent to the Secured Parties in accordance with the following priorities: FIRST, to the costs and expenses of the Collateral Agent incurred in connection with the execution of its duties as Collateral Agent; SECOND, after payment in full of all amounts set forth in item FIRST, to the payment to the Agent (for the benefit of itself and the Banks) and to the Senior Noteholders, PRO RATA, in accordance with the respective amounts of (i) All proceeds that are received by any Party from any sale, collection, lease or other disposition of 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 distributed as follows: the Bank Obligations constituting (A) firstthe then aggregate unpaid principal amount of the Loans and Money Market Loans, in payment of any Enforcement Expenses incurred by the Agent conducting Lien Enforcement Action together with respect to all accrued and unpaid interest thereon at such ABL Priority Collateraltime, provided such Lien Enforcement Action was not initiated in violation of this Agreement; and (B) secondall 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 ABL Agent 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 Priority ABL Debtother; THIRD, after payment in full of all amounts set forth in item SECOND, to the payment to the Agent in the amount of all agents fees then owing by the Company or any Guaranty Subsidiary to the Agent under the Credit Agreement or any of the other Bank Loan Documents (provided that such agents fees included in this item THIRD shall be limited to such 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 amounts set forth in item THIRD, to the payment to the Agent (for the benefit of itself and the Banks) and the Senior Noteholders PRO RATA, in such order of application as the holders of such Priority ABL Debt may elect consistent accordance with the ABL Documentsrespective amounts of (i) all other Bank Obligations and (ii) all other Senior Note Obligations, until Discharge 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 Priority ABL Debt; (C) thirdCompany, to Notes Agent for application to the Priority Notes Debt, in such order of application or 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 may otherwise invalidated may be applied, to the extent permitted under applicable law, to the payment of the Notes Debt in accordance with the Notes Documents. (ii) All proceeds that are received by any Party from any sale, collection, lease or other disposition of any Notes 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 distributed as follows: (A) first, in payment of any Enforcement Expenses incurred by the Agent conducting Lien Enforcement Action with respect to such Notes Priority Collateral, provided such Lien Enforcement Action was not initiated in violation of this Agreement; (B) second, to Notes Agent for application to the Priority Notes Debt, in such order of application as the holders of such Priority Notes Debt may elect consistent with the Notes Documents, until Discharge of the Priority Notes Debt; (C) third, to ABL Agent for application to the Priority ABL Debt, in such order of application as ABL Parties may elect consistent with the ABL Documents, until Discharge of the Priority ABL Debt; (D) fourth, to Notes Agent for application to any Non-Priority Notes Debt remaining until Payment in Full of all such Non-Priority Notes Debt; and (E) fifth, to ABL Agent for application to any Non-Priority ABL Debt remaining until Payment in Full of all such Non-Priority ABL Debt; provided, that notwithstanding anything in this Agreement that may be construed to the contrary in the event ABL Agent receives, in connection with any Bankruptcy Case or other Insolvency Proceeding, any proceeds of any Notes Priority Collateral and the Lien in favor of Notes Agent with respect to such Notes 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 ABL Agent with respect to the Notes Priority Collateral in respect of which the Lien in favor of Notes Agent has been voided, avoided, equitably subordinated or otherwise invalidated may be applied, to the extent permitted under applicable law, to the payment of the ABL Debt in accordance with the ABL Documentsdirect. (b) Nothing herein shall be construed to require ABL Loan Parties to reduce If the Collateral Agent receives any of their Commitments with non-cash distributions or proceeds in respect to the funding of ABL Loans or the issuance of Letters of Credit as a result of their receipt of any amounts applied to any portion of the ABL Debt. If any ABL Party shall receive any insurance proceeds or condemnation awards related to the ABL Priority Collateral, such ABL Party then the Collateral Agent shall be authorized to hold such non-cash distributions and proceeds or awards as Collateral upon the terms of this Agreement and release them the Security Documents until converted to Borrowers cash and thereupon distributed in accordance with Section 4(a). (c) For purposes of subsection (a) of this Section 4, any Make- Whole Amount (as defined in the provisions Note Purchase Agreements) payable in respect of such ABL Party’s Debt Documents; and if any the Senior Notes Party shall receive any insurance proceeds or condemnation awards related to the Notes Priority Collateralnot be included in item SECOND above, such Notes Party but shall be authorized included in item FOURTH of Section 4(a). (d) For purposes of allocating proceeds of Collateral pursuant to hold Section 4(a), the Collateral Agent may rely without inquiry on certificates of any Secured Party setting forth in reasonable detail the amount and type of Secured Obligations then outstanding to such Secured Party, and unless and until the Collateral Agent has received such certificates from all Secured Parties, the Collateral Agent may decline to allocate proceeds or awards and release them to Borrowers in accordance with the provisions of such Notes Party’s Notes Documentsas so provided.

Allocation of Proceeds of Collateral. (i) All proceeds that are received Notwithstanding any other provisions of this Agreement to the contrary, after the exercise of remedies by any Party from any salethe Lender, collection, lease the Collateral Agent or other disposition of any ABL Priority Collateral (whether received from an Obligor, the Lender pursuant to a Lien Enforcement Action Article XI (or after the Commitment shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts under the Loan Documents shall automatically become due and payable in accordance with the terms hereof), all proceeds of Collateral shall be paid over or delivered to the Lender for distribution as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Collateral Agent in connection with any claim enforcing the rights of the Collateral Agent under any insurance policy or condemnation award) shall be distributed as follows: (A) firstthe Loan Documents, in and to the payment of any Enforcement Expenses incurred by fees owed to the Agent conducting Lien Enforcement Action with respect to such ABL Priority CollateralCollateral Agent, provided such Lien Enforcement Action was not initiated in violation of this Agreementits capacity as such; (B) secondSECOND, to ABL Agent for application to the Priority ABL Debt, in such order payment of application as the holders of such Priority ABL Debt may elect consistent with the ABL Documents, until Discharge all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) 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, Lender in connection with any Bankruptcy Case or other Insolvency Proceeding, any proceeds of any ABL Priority Collateral and enforcing its rights under 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 Loan Documents with respect to the ABL Priority Collateral in respect of which Borrower’s Obligations owing to the Lien in favor of ABL Agent has been voided, avoided, equitably subordinated or otherwise invalidated may be appliedLender; THIRD, to the extent permitted under applicable lawpayment of all of the Borrower’s Obligations to the Lender consisting of accrued fees and interest; FOURTH, to the payment of the Notes Debt in accordance with outstanding principal amount of the Notes Documents. (ii) All proceeds that are received by any Party from any sale, collection, lease or Borrower’s Obligations under this Agreement and the other disposition of any Notes Priority Collateral (whether received from an Obligor, Loan Documents not repaid pursuant to a Lien Enforcement Action or in connection with any claim under any insurance policy or condemnation award) shall be distributed as follows: (A) first, in payment of any Enforcement Expenses incurred by the Agent conducting Lien Enforcement Action with respect to such Notes Priority Collateral, provided such Lien Enforcement Action was not initiated in violation of this Agreementclause “SECOND” above; (B) secondFIFTH, to Notes Agent for application all other of the Borrower’s Obligations under this Agreement and the other Loan Documents and other obligations to the Priority Notes Debt, in such order of application as Lender which shall have become due and payable under the holders of such Priority Notes Debt may elect consistent with the Notes Documents, until Discharge of the Priority Notes Debt; (C) third, to ABL Agent for application to the Priority ABL Debt, in such order of application as ABL Parties may elect consistent with the ABL Documents, until Discharge of the Priority ABL Debt; (D) fourth, to Notes Agent for application to any Non-Priority Notes Debt remaining until Payment in Full of all such Non-Priority Notes DebtLoans; and (E) fifth, to ABL Agent for application to any Non-Priority ABL Debt remaining until Payment in Full of all such Non-Priority ABL Debt; provided, that notwithstanding anything in this Agreement that may be construed to the contrary in the event ABL Agent receives, in connection with any Bankruptcy Case or other Insolvency Proceeding, any proceeds of any Notes Priority Collateral and the Lien in favor of Notes Agent with respect to such Notes 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 ABL Agent with respect to the Notes Priority Collateral in respect of which the Lien in favor of Notes Agent has been voided, avoided, equitably subordinated or otherwise invalidated may be applied, to the extent permitted under applicable lawSIXTH, to the payment of the ABL Debt in accordance with the ABL Documentssurplus, if any, to whomever may be lawfully entitled to receive such surplus. (b) Nothing herein shall be construed to require ABL Loan Parties to reduce any of their Commitments with respect to the funding of ABL Loans or the issuance of Letters of Credit as a result of their receipt of any amounts applied to any portion of the ABL Debt. If any ABL Party shall receive any insurance proceeds or condemnation awards related to the ABL Priority Collateral, such ABL Party shall be authorized to hold such proceeds or awards and release them to Borrowers in accordance with the provisions of such ABL Party’s Debt Documents; and if any Notes Party shall receive any insurance proceeds or condemnation awards related to the Notes Priority Collateral, such Notes Party shall be authorized to hold such proceeds or awards and release them to Borrowers in accordance with the provisions of such Notes Party’s Notes Documents.