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

Application of Proceeds of Common Collateral. Each Secured Party hereby agrees that all Common Collateral, and all proceeds thereof, received by any Secured Party in connection with any exercise of remedies as a secured creditor in respect of 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 remedies as a secured creditor; second, to the payment of the First-Lien Obligations in accordance with the First-Lien Documents until the Discharge of First-Lien Obligations has occurred; third, to the payment of the Second-Lien Obligations in accordance with the Second-Lien Documents until the Discharge of Second-Lien Obligations has occurred; and fourth, the balance, if any, to the owner of the subject 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) the 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 the Term-Notes Priority Collateral for all other purposes (other than under Section 5(b)(i) 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 made to the ABL Agent for the account of the holders of the ABL Hedging Obligations.

Application of Proceeds of Common Collateral. Each Secured Party hereby agrees that Subject to Section 2.1(e), all Common Collateral, and all cash proceeds thereof, received by any Secured Party either DIP Agent in connection with respect of any exercise of remedies as a secured creditor in Default Remedies with respect to all or any part of the Common Collateral, or pursuant to a sale, transfer or other disposition pursuant to Section 5(a)(i) below, Collateral shall promptly be applied: first, applied to the payment of costs and expenses of the First-Lien Agent in connection with its exercise of remedies as a secured creditor; second, to the payment of the First-Lien Secured Obligations in accordance with the following order of priority: First-Lien Documents until : to the Discharge of First-Lien Obligations has occurred; thirdDIP Agent for the First Priority Secured Parties with respect to such Common Collateral, to be applied to the payment 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 Second-Lien 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 Second-Lien Documents terms of the applicable Credit Agreement) until the Discharge of Second-Lien Obligations has occurred; and fourth, the balance, if any, to the owner of the subject 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) the holders of ABL Hedging Obligations shall be entitled to receive proceeds of Term/Notes First 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 Collateral are repaid and satisfied in full; Third: to such DIP Agent to be applied to the Term-Notes repayment of the Second Priority Obligations then outstanding with respect to such Common Collateral for all whether or not then due and payable (including without limitation amounts required to cash collateralize undrawn letters of credit and other purposes (other than under Section 5(b)(icontingent obligations then outstanding that are Second Priority Obligations, in accordance with the terms of the applicable Credit Agreement) below) 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 (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 made segregated and held in trust and promptly paid over to the ABL DIP Agent for the account First Priority Secured Parties for the benefit of the holders 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 ABL Hedging ObligationsDIP 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. Each Secured Party Senior Representative, 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 all the Common Collateral, and all proceeds Collateral or the Proceeds thereof, regardless of source or form, received by any in connection with the sale or other disposition of, or collection on, such Common Collateral upon the Exercise of Any Secured Party Creditor Remedies (during an Insolvency or Liquidation Proceeding or otherwise) or in connection with any exercise distribution on account of remedies as a secured creditor in respect of the Common Collateral, or pursuant to a saleany claim secured thereby, transfer in an Insolvency or other disposition pursuant to Section 5(a)(i) belowLiquidation Proceeding, shall be appliedapplied by the Senior Collateral Agent (and after the Discharge of the Senior Obligations, by the Junior Collateral Agent), subject to the terms of the ABL/Term Loan/Notes Intercreditor Agreement, as follows: first, to the payment of costs any unpaid fees and expenses expenses, and any indemnity claims, of the First-Lien Senior Collateral Agent in connection with its exercise of remedies as a secured creditorthen 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 the First-Lien each Class of Senior Obligations secured by such Common Collateral in accordance with the First-Lien Senior Documents in respect thereof until the Discharge of First-Lien the Senior Obligations has occurred; provided, that any payments pursuant to this clause “second” shall be made ratably to the payment of the Senior Obligations based on the aggregate principal amount of each such Class of Senior Obligations outstanding at such time; third, to the payment of the Second-Lien Junior Obligations secured by such Common Collateral in accordance with the Second-Lien Junior Documents in respect thereof until the a Discharge of Second-Lien 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 fourth, the balance, if any, to the owner of the subject property, such other person as Grantors or to whosoever may be lawfully entitled thereto to receive the same or as a court of competent jurisdiction may otherwise direct; provided that notwithstanding anything to the contrary contained herein, (x) the 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 the Term-Notes Priority Collateral for all other purposes (other than under Section 5(b)(i) 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 made to the ABL Agent for the account of the holders of the ABL Hedging Obligations.

Application of Proceeds of Common Collateral. Each Secured Party The Senior Representative and Junior Representative, each hereby agrees agree that all Common Collateral, and all proceeds Proceeds thereof, received by any Secured Party either of them in connection with any exercise of remedies as a secured creditor in respect the collection, sale or disposition of Common Collateral, or pursuant to a sale, transfer or other disposition pursuant to Section 5(a)(i) below, Collateral in an Enforcement Action shall be applied: , first, (a) with respect to any Common Collateral or Proceeds thereof, to the payment of costs and expenses (including reasonable attorneys’ fees and expenses and court costs) of the First-Lien Agent Senior Representative in connection with such Enforcement Action, or (to the extent such Enforcement Action was taken in conformity with this Agreement by the Junior Representative in lieu of the Senior Representative), of the Junior Representative, in connection with such Enforcement Action (provided that the Junior Representative can provide reasonably satisfactory evidence of its exercise costs and expenses incurred in connection therewith); next, (b) solely with respect to Revolving Credit Priority Collateral and Proceeds thereof; first, to the payment of remedies as a secured creditorRevolving Credit Obligations until the Revolving Credit Obligations Payment Date; second, to the payment of the First-Lien Term Loan Obligations in accordance with the First-Lien Documents until the Discharge of First-Lien Term Loan Obligations has occurredPayment Date; third, to the payment of the Second-Lien Excess Revolving Credit Obligations in accordance with the Second-Lien Documents until the Discharge Excess Revolving Credit Obligations Payment Date; fourth, to the payment of Second-Lien Excess Term Loan Obligations has occurred; until the Excess Term Loan Obligations Payment Date and fourthfifth, the balance, if any, to the owner of the subject property, such other person as Loan Parties or to whosoever may be lawfully entitled thereto to receive the same or as a court of competent jurisdiction may otherwise direct; provided that notwithstanding anything and next, (c) solely with respect to Term Loan Priority Collateral and Proceeds thereof: first, to the contrary contained hereinpayment of Term Loan Obligations until the Term Loan Obligations Payment Date; second, (x) to the holders payment of ABL Hedging Revolving Credit Obligations shall 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 lawfully entitled to receive proceeds the same or as a court 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 the Term-Notes Priority Collateral for all other purposes (other than under Section 5(b)(i) 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 made to the ABL Agent for the account of the holders of the ABL Hedging Obligationscompetent jurisdiction may direct.

Application of Proceeds of Common Collateral. Each Secured Party The Senior Representative and Junior Representative, each hereby agrees agree that all Common Collateral, and all proceeds Proceeds thereof, received by any Secured Party either of them in connection with any exercise of remedies as a secured creditor in respect the collection, sale or disposition of Common Collateral, or pursuant to a sale, transfer or other disposition pursuant to Section 5(a)(i) below, Collateral in an Enforcement Action shall be applied: , first, (a) with respect to any Common Collateral or Proceeds thereof, to the payment of costs and expenses (including reasonable attorneys’ fees and expenses and court costs) of the First-Lien Agent Senior Representative in connection with such Enforcement Action, or (to the extent such Enforcement Action was taken in conformity with this Agreement by the Junior Representative in lieu of the Senior Representative), of the Junior Representative, in connection with such Enforcement Action (provided that the Junior Representative can provide reasonably satisfactory evidence of its exercise costs and expenses incurred in connection therewith); next, (b) solely with respect to Revolving Credit Priority Collateral and Proceeds thereof; first, to the payment of remedies as a secured creditorRevolving Credit Obligations until the Revolving Credit Obligations Payment Date; second, to the payment of the First-Lien Term Loan Obligations in accordance with the First-Lien Documents until the Discharge of First-Lien Term Loan Obligations has occurredPayment Date; third, to the payment of the Second-Lien Excess Revolving Credit Obligations in accordance with the Second-Lien Documents until the Discharge Excess Revolving Credit Obligations Payment Date; fourth, to the payment of Second-Lien Excess Term Loan Obligations has occurred; until the Excess Term Loan Obligations Payment Date and fourthfifth, the balance, if any, to the owner of the subject property, such other person as Loan Parties or to whosoever may be lawfully entitled thereto to receive the same or as a court of competent jurisdiction may otherwise direct; provided that notwithstanding anything to the contrary contained hereinand next, (xc) the holders of ABL Hedging Obligations shall be entitled solely with respect 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 Term Loan 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 Proceeds thereof: first, to the Term-Notes Priority Collateral for all other purposes (other than under Section 5(b)(i) below) payment of this Agreement (such payments together with Term Loan Obligations until the payments of insurance proceeds described in Section 5(b)(i)Term Loan Obligations Payment Date; second, the “Additional Hedging Priority Payments”) and (y) the Additional Hedging Priority Payments shall be made to the ABL Agent for payment of Revolving Credit Obligations until the account Revolving Credit Obligations Payment Date; third, to the payment of Excess Term Loan Obligations until the holders of the ABL Hedging Obligations.Excess Term Loan Obligations Payment Date;