Common use of Application of Proceeds of Common Collateral Clause in Contracts

Application of Proceeds of Common Collateral. Subject to Section 2.1(e), all cash proceeds received by either DIP Agent in respect of any exercise of Default Remedies with respect to all or any part of the Common Collateral shall promptly be applied to the Secured Obligations in accordance with the following order of priority: First: to the DIP Agent for the First Priority Secured Parties with respect to such Common Collateral, to be applied to the expenses of such Disposition of Common Collateral, including reasonable compensation to agents of and counsel for such DIP Agent, and all expenses, liabilities and advances incurred or made by such DIP Agent in connection therewith; Second: to such DIP Agent to be applied to the repayment of First Priority Obligations then outstanding with respect to such Common Collateral whether or not then due and payable (including without limitation amounts required to cash collateralize undrawn letters of credit and other contingent obligations then outstanding that are First Priority Obligations, if any, in accordance with the terms of the applicable Credit Agreement) until the First Priority Obligations with respect to such Common Collateral are repaid and satisfied in full; Third: to such DIP Agent to be applied to the repayment of the Second Priority Obligations then outstanding with respect to such Common Collateral whether or not then due and payable (including without limitation amounts required to cash collateralize undrawn letters of credit and other contingent obligations then outstanding that are Second Priority Obligations, in accordance with the terms of the applicable Credit Agreement) until the Second Priority Obligations with respect to such Common Collateral are repaid and satisfied in full; Fourth: any surplus then remaining shall be paid to the applicable Grantor or its successors or assigns or to whomsoever may be lawfully entitled to receive the same, including pursuant to the Orders. Any proceeds of Common Collateral 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 DIP Agent for the First Priority Secured Parties 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 each of the DIP Agents to make such endorsements as agent for such Second Priority Secured Party (which authorization, being coupled with an interest, is irrevocable).

Application of Proceeds of Common Collateral. Subject to Section 2.1(e)The Senior Representative and Junior Representative, each hereby agree that all cash proceeds Common Collateral, and all Proceeds thereof, received by either DIP Agent of them in respect connection with the collection, sale or disposition of any exercise of Default Remedies Common Collateral in an Enforcement Action shall be applied, first, (a) with respect to all any Common Collateral or any part Proceeds thereof, to the payment of costs and expenses (including reasonable attorneys’ fees and expenses and court costs) of the Common Collateral shall promptly be applied Senior Representative in connection with such Enforcement Action, or (to the Secured Obligations extent such Enforcement Action was taken in accordance conformity with this Agreement by the following order Junior Representative in lieu of priority: First: to the DIP Agent for Senior Representative), of the First Priority Secured Parties Junior Representative, in connection with such Enforcement Action (provided that the Junior Representative can provide reasonably satisfactory evidence of its costs and expenses incurred in connection therewith); next, (b) solely with respect to such Common CollateralRevolving Credit Priority Collateral and Proceeds thereof; first, to be applied the payment of Revolving Credit Obligations until the Revolving Credit Obligations Payment Date; second, to the expenses payment of such Disposition of Common CollateralTerm Loan Obligations until the Term Loan Obligations Payment Date; third, including reasonable compensation to agents of and counsel for such DIP Agent, and all expenses, liabilities and advances incurred or made by such DIP Agent in connection therewith; Second: to such DIP Agent to be applied to the repayment payment of First Priority Excess Revolving Credit Obligations then outstanding with respect until the Excess Revolving Credit Obligations Payment Date; fourth, to such Common Collateral whether or not then due the payment of Excess Term Loan Obligations until the Excess Term Loan Obligations Payment Date and payable (including without limitation amounts required to cash collateralize undrawn letters of credit and other contingent obligations then outstanding that are First Priority Obligationsfifth, the balance, if any, in accordance with the terms of the applicable Credit Agreement) until the First Priority Obligations with respect to such Common Collateral are repaid and satisfied in full; Third: to such DIP Agent to be applied to the repayment of the Second Priority Obligations then outstanding with respect to such Common Collateral whether or not then due and payable (including without limitation amounts required to cash collateralize undrawn letters of credit and other contingent obligations then outstanding that are Second Priority Obligations, in accordance with the terms of the applicable Credit Agreement) until the Second Priority Obligations with respect to such Common Collateral are repaid and satisfied in full; Fourth: any surplus then remaining shall be paid to the applicable Grantor or its successors or assigns Loan Parties or to whomsoever whosoever may be lawfully entitled to receive the samesame or as a court of competent jurisdiction may direct; and next, including pursuant (c) solely with respect to Term Loan Priority Collateral and Proceeds thereof: first, to the Orders. Any proceeds payment of Common Collateral 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 Term Loan Obligations until the Term Loan Obligations Payment Date; second, to the DIP Agent for payment of Revolving Credit Obligations until the First Priority Secured Parties for Revolving Credit Obligations Payment Date; third, to the benefit payment of Excess Term Loan Obligations until the First Priority Secured Parties, in the same form as received, with any necessary endorsements and each Second Priority Secured Party hereby authorizes each of the DIP Agents to make such endorsements as agent for such Second Priority Secured Party (which authorization, being coupled with an interest, is irrevocable).Excess Term Loan Obligations Payment Date;

Application of Proceeds of Common Collateral. Subject to Section 2.1(e)Each Senior Representative, all cash proceeds on behalf of itself and each applicable Senior Holder, and each Junior Collateral Agent, on behalf of itself and each applicable Junior Holder, hereby agrees that the Common Collateral or the Proceeds thereof, regardless of source or form, received by either DIP Agent in respect connection with the sale or other disposition of, or collection on, such Common Collateral upon the Exercise of Any Secured Creditor Remedies (during an Insolvency or Liquidation Proceeding or otherwise) or in connection with any exercise of Default Remedies with respect to all or any part distribution on account of the Common Collateral Collateral, or any claim secured thereby, in an Insolvency or Liquidation Proceeding, shall promptly be applied by the Senior Collateral Agent (and after the Discharge of the Senior Obligations, by the Junior Collateral Agent), subject to the Secured terms of the ABL/Term Loan/Notes Intercreditor Agreement, as follows: first, to the payment of any unpaid fees and expenses, and any indemnity claims, of the Senior Collateral Agent then due and owing under this Agreement or under any Senior Document or Junior Document; second, subject to Section 5.2 below, to the payment of each Class of Senior Obligations secured by such Common Collateral in accordance with the following order Senior Documents in respect thereof until the Discharge of priority: First: the Senior Obligations has occurred; provided, that any payments pursuant to this clause “second” shall be made ratably to the DIP Agent for payment of the First Priority Secured Parties with respect to Senior Obligations based on the aggregate principal amount of each such Common CollateralClass of Senior Obligations outstanding at such time; third, to be applied to the expenses payment of such Disposition of Common Collateral, including reasonable compensation to agents of and counsel for such DIP Agent, and all expenses, liabilities and advances incurred or made the Junior Obligations secured by such DIP Agent in connection therewith; Second: to such DIP Agent to be applied to the repayment of First Priority Obligations then outstanding with respect to such Common Collateral whether or not then due in accordance with the Junior Documents in respect thereof until a Discharge of the Junior Obligations has occurred; provided, that any payments pursuant to this clause “third” shall be made ratably to the payment of the Junior Obligations based on the aggregate principal amount of each such Class of Junior Obligations outstanding at such time; and payable (including without limitation amounts required to cash collateralize undrawn letters of credit and other contingent obligations then outstanding that are First Priority Obligationsfourth, the balance, if any, in accordance with the terms of the applicable Credit Agreement) until the First Priority Obligations with respect to such Common Collateral are repaid and satisfied in full; Third: to such DIP Agent to be applied to the repayment of the Second Priority Obligations then outstanding with respect to such Common Collateral whether or not then due and payable (including without limitation amounts required to cash collateralize undrawn letters of credit and other contingent obligations then outstanding that are Second Priority Obligations, in accordance with the terms of the applicable Credit Agreement) until the Second Priority Obligations with respect to such Common Collateral are repaid and satisfied in full; Fourth: any surplus then remaining shall be paid to the applicable Grantor or its successors or assigns Grantors or to whomsoever whosoever may be lawfully entitled to receive the same, including pursuant to the Orders. Any proceeds same or as a court of Common Collateral that competent jurisdiction 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 DIP Agent for the First Priority Secured Parties 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 each of the DIP Agents to make such endorsements as agent for such Second Priority Secured Party (which authorization, being coupled with an interest, is irrevocable)direct.

Application of Proceeds of Common Collateral. Subject to Section 2.1(e)Each Secured Party hereby agrees that all Common Collateral, and all cash proceeds thereof, received by either DIP Agent any Secured Party in connection with any exercise of remedies as a secured creditor in respect of any Common Collateral, or pursuant to a sale, transfer or other disposition pursuant to Section 5(a)(i) below, shall be applied: first, to the payment of costs and expenses of the First-Lien Agent in connection with its exercise of Default Remedies with respect remedies as a secured creditor; second, to all or any part the payment of the Common Collateral shall promptly be applied to the Secured First-Lien Obligations in accordance with the following order First-Lien Documents until the Discharge of priority: First: -Lien Obligations has occurred; third, to the DIP Agent for payment of the First Priority Secured Parties Second-Lien Obligations in accordance with respect to such Common Collateralthe Second-Lien Documents until the Discharge of Second-Lien Obligations has occurred; and fourth, to be applied to the expenses of such Disposition of Common Collateral, including reasonable compensation to agents of and counsel for such DIP Agent, and all expenses, liabilities and advances incurred or made by such DIP Agent in connection therewith; Second: to such DIP Agent to be applied to the repayment of First Priority Obligations then outstanding with respect to such Common Collateral whether or not then due and payable (including without limitation amounts required to cash collateralize undrawn letters of credit and other contingent obligations then outstanding that are First Priority Obligationsbalance, if any, in accordance with to the terms owner of the applicable Credit Agreementsubject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct; provided that notwithstanding anything to the contrary contained herein, (x) until the First holders of ABL Hedging Obligations shall be entitled to receive proceeds of Term/Notes Priority Collateral pursuant to clause second above (after the application of the proceeds of ABL Priority Collateral to the holders of the ABL Obligations to the extent there are concurrent applications of proceeds of ABL Priority Collateral and proceeds of Term/Notes Priority Collateral) as though such obligations were Term/Notes Obligations notwithstanding the treatment of such obligations as Second-Lien Obligations with respect to such Common the Term-Notes Priority Collateral are repaid and satisfied in full; Third: to such DIP Agent to be applied to the repayment of the Second Priority Obligations then outstanding with respect to such Common Collateral whether or not then due and payable for all other purposes (including without limitation amounts required to cash collateralize undrawn letters of credit and other contingent obligations then outstanding that are Second Priority Obligations, in accordance with the terms of the applicable Credit Agreementthan under Section 5(b)(i) until the Second Priority Obligations with respect to such Common Collateral are repaid and satisfied in full; Fourth: any surplus then remaining shall be paid to the applicable Grantor or its successors or assigns or to whomsoever may be lawfully entitled to receive the same, including pursuant to the Orders. Any proceeds of Common Collateral that may be received by any Second Priority Secured Party in violation below) of this Agreement (such payments together with the payments of insurance proceeds described in Section 5(b)(i), the “Additional Hedging Priority Payments”) and (y) the Additional Hedging Priority Payments shall be segregated and held in trust and promptly paid over made to the DIP ABL Agent for the First Priority Secured Parties for the benefit account of the First Priority Secured Parties, in the same form as received, with any necessary endorsements and each Second Priority Secured Party hereby authorizes each holders of the DIP Agents to make such endorsements as agent for such Second Priority Secured Party (which authorization, being coupled with an interest, is irrevocable)ABL Hedging Obligations.

Application of Proceeds of Common Collateral. Subject to Section 2.1(e)The Senior Representative and Junior Representative, each hereby agree that all cash proceeds Common Collateral, and all Proceeds thereof, received by either DIP Agent of them in respect connection with the collection, sale or disposition of any exercise of Default Remedies Common Collateral in an Enforcement Action shall be applied, first, (a) with respect to all any Common Collateral or any part Proceeds thereof, to the payment of costs and expenses (including reasonable attorneys’ fees and expenses and court costs) of the Common Collateral shall promptly be applied Senior Representative in connection with such Enforcement Action, or (to the Secured Obligations extent such Enforcement Action was taken in accordance conformity with this Agreement by the following order Junior Representative in lieu of priority: First: to the DIP Agent for Senior Representative), of the First Priority Secured Parties Junior Representative, in connection with such Enforcement Action (provided that the Junior Representative can provide reasonably satisfactory evidence of its costs and expenses incurred in connection therewith); next, (b) solely with respect to such Common CollateralRevolving Credit Priority Collateral and Proceeds thereof; first, to be applied the payment of Revolving Credit Obligations until the Revolving Credit Obligations Payment Date; second, to the expenses payment of such Disposition of Common CollateralTerm Loan Obligations until the Term Loan Obligations Payment Date; third, including reasonable compensation to agents of and counsel for such DIP Agent, and all expenses, liabilities and advances incurred or made by such DIP Agent in connection therewith; Second: to such DIP Agent to be applied to the repayment payment of First Priority Excess Revolving Credit Obligations then outstanding with respect until the Excess Revolving Credit Obligations Payment Date; fourth, to such Common Collateral whether or not then due the payment of Excess Term Loan Obligations until the Excess Term Loan Obligations Payment Date and payable (including without limitation amounts required to cash collateralize undrawn letters of credit and other contingent obligations then outstanding that are First Priority Obligationsfifth, the balance, if any, in accordance with the terms of the applicable Credit Agreement) until the First Priority Obligations with respect to such Common Collateral are repaid and satisfied in full; Third: to such DIP Agent to be applied to the repayment of the Second Priority Obligations then outstanding with respect to such Common Collateral whether or not then due and payable (including without limitation amounts required to cash collateralize undrawn letters of credit and other contingent obligations then outstanding that are Second Priority Obligations, in accordance with the terms of the applicable Credit Agreement) until the Second Priority Obligations with respect to such Common Collateral are repaid and satisfied in full; Fourth: any surplus then remaining shall be paid to the applicable Grantor or its successors or assigns Loan Parties or to whomsoever whosoever may be lawfully entitled to receive the samesame or as a court of competent jurisdiction may direct; and next, including pursuant (c) solely with respect to Term Loan Priority Collateral and Proceeds thereof: first, to the Orders. Any proceeds payment of Common Collateral that Term Loan Obligations until the Term Loan Obligations Payment Date; second, to the payment of Revolving Credit Obligations until the Revolving Credit Obligations Payment Date; third, to the payment of Excess Term Loan Obligations until the Excess Term Loan Obligations Payment Date; fourth, to the payment of Excess Revolving Credit Obligations until the Excess Revolving Credit Obligations Payment Date; and fifth, the balance, if any, to the Loan Parties or to whosoever 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 lawfully entitled to the DIP Agent for the First Priority Secured Parties for the benefit of the First Priority Secured Parties, in receive the same form or as received, with any necessary endorsements and each Second Priority Secured Party hereby authorizes each a court of the DIP Agents to make such endorsements as agent for such Second Priority Secured Party (which authorization, being coupled with an interest, is irrevocable)competent jurisdiction may direct.