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

Application of Proceeds of Senior Collateral. The Senior Representative and the Junior Representative hereby agree that all Senior Collateral, and all Proceeds thereof, received by either of them in connection with the collection, sale or disposition of Senior Collateral pursuant to any Enforcement Action or during any Insolvency Proceeding shall be applied, first, to the payment of fees, costs and expenses (including reasonable attorneys fees and expenses and court costs) of the Senior Representative in connection with such Enforcement Action or Insolvency Proceeding, second, to the payment of the Senior Obligations in accordance with the Senior Documents until the Senior Obligations Discharge Date, third, to the payment of fees, costs and expenses of the Junior Representative in connection with any Enforcement Action or Insolvency Proceeding, fourth, to the payment of the Junior Obligations, in accordance with the Junior Documents, and fifth, the balance, if any, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. All Proceeds of any sale of a Loan Party as a whole, or substantially all of the assets of any Loan Party where the consideration received is not allocated by type of asset, in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows under clause “second” above after payment of the amounts under clause “first” above: first to the ABL Representative for application to the ABL Obligations in accordance with the terms of the ABL Documents, up to the amount of the book value at the time of the sale of the ABL Collateral disposed of in such sale or owned by such Loan Party (in the case of a sale of such Loan Party as a whole), and second to the Note and Specified Hedge Representative for application to the Note and Specified Hedge Obligations in accordance with the terms of the Note and Specified Hedge Documents to the extent such Proceeds exceed the book value at the time of the sale of such ABL Collateral (it being understood that book value shall be determined after giving effect to the applicable purchase (including the application of purchase accounting)).

Application of Proceeds of Senior Collateral. The Senior Representative and the Junior Representative hereby agree that all Senior Collateral, and all Proceeds thereof, received by either of them in connection with the collection, sale or disposition of Senior Collateral pursuant to any Enforcement Action or during any Insolvency Proceeding shall be applied, first, to the payment of fees, costs and expenses (including reasonable attorneys fees and expenses and court costs) of the Senior Representative in connection with such Enforcement Action or Insolvency ProceedingAction, second, to the payment of the Senior Obligations in accordance with the Senior Documents until the Senior Obligations Discharge Payment Date, third, to the payment of fees, costs and expenses of the Junior Representative in connection with any Enforcement Action or Insolvency Proceeding, fourth, to the payment of the Junior Obligations, to the extent such Senior Collateral also constitutes Junior Collateral, in accordance with the Junior Documents, and fifthfourth, the balance, if any, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. All Proceeds of any sale of a Loan Party as a whole, or substantially all of the assets of any Loan Party Party, or any sale where ABL Priority Collateral and Term Loan Priority Collateral are sold together as a combined pool of assets, where the consideration received is not allocated by type of asset, in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows under clause “second” above after payment of the amounts under clause “first” above: first to the ABL Representative for application to the ABL Obligations in accordance with the terms of the ABL Documents, up to the amount of the book value at the time of the sale of the ABL Priority Collateral disposed of in such sale or owned by such Loan Party (in the case of a sale of such Loan Party as a whole), and second to the Note and Specified Hedge Term Loan Representative for application to the Note and Specified Hedge Term Loan Obligations in accordance with the terms of the Note and Specified Hedge Term Loan Documents to the extent such Proceeds exceed the book value at the time of the ABL Priority Collateral. The parties hereto agree and acknowledge that, as of the date hereof, the Loan Documents each include mandatory prepayment provisions. With respect to any mandatory prepayments required to be made under any of the Loan Documents (other than those made with Proceeds received in connection with the collection, sale or disposition of Senior Collateral), such ABL Collateral (it being understood that book value mandatory prepayments shall be determined after giving effect to made in the manner set forth in the applicable purchase Loan Documents; provided that (including x) any mandatory prepayment made with Term Loan Priority Collateral or the application Proceeds thereof shall be applied first to prepay in full the Term Loan Obligations in accordance with the terms of purchase accounting))the Term Loan Documents and thereafter to prepay (or cash collateralize) the ABL Obligations in accordance with the terms of the ABL Documents and (y) any mandatory prepayment made with Proceeds of ABL Priority Collateral shall be applied first to prepay (or cash collateralize) in full the ABL Obligations in accordance with the terms of the ABL Documents and thereafter to prepay the Term Loan Obligations in accordance with the terms of the Term Loan Documents.

Application of Proceeds of Senior Collateral. The Senior Representative and the Junior Representative hereby agree that all Senior Collateral, and all Proceeds thereof, received by either of them in connection with the collection, sale or disposition of Senior Collateral pursuant to any Enforcement Action or during any Insolvency Proceeding shall be applied, first, to the payment of fees, costs and expenses (including reasonable attorneys fees and expenses and court costs) of the Senior Representative in connection with such Enforcement Action or Insolvency ProceedingAction, second, to the payment of the Senior Obligations in accordance with the Senior Documents until the Senior Obligations Discharge Payment Date, third, to the payment of fees, costs and expenses of the Junior Representative in connection with any Enforcement Action or Insolvency Proceeding, fourth, to the payment of the Junior Obligations, Obligations in accordance with the Junior Documents, and fifthfourth, the balance, if any, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. All Proceeds of any sale of a Loan Party as a whole, or substantially all of the assets of any Loan Party where the consideration received is not allocated by type of asset, in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows under clause “second” above after payment of the amounts under clause “first” above: first to the ABL Representative for application to the ABL Obligations in accordance with the terms of the ABL Documents, up to the amount of the book value at the time of the sale of the ABL Priority Collateral disposed of in such sale or owned by such Loan Party (in the case of a sale of such Loan Party as a whole), and second to the Note and Specified Hedge Term Debt Representative for application to the Note and Specified Hedge Term Debt Obligations in accordance with the terms of the Note and Specified Hedge Term Debt Documents to the extent such Proceeds exceed the book value at the time of the sale of such ABL Collateral (it being understood that book value shall be determined after giving effect to the applicable purchase (including the application of purchase accounting))Priority Collateral.

Application of Proceeds of Senior Collateral. The Whether or not any Insolvency Proceeding has been commenced by or against any Loan Party and whether or not any default or event of default under the Senior Documents has occurred, each Senior Representative and the Junior Representative hereby agree agrees that all Senior Collateral, and all Proceeds thereof, received by either of them in connection with the collection, sale or disposition of Senior Collateral pursuant to any from an Enforcement Action or during other exercise of remedies or in any Insolvency Proceeding shall be applied, first, to the payment of fees, all costs and expenses (including reasonable attorneys attorneys’ fees and expenses and court costs) of the Senior Representative in connection with such Enforcement Action or Insolvency ProceedingAction, second, to the payment of the Senior Obligations in accordance with the Senior Documents and, if applicable, the 1L/2L Intercreditor Agreement, the First Lien Term Loan Pari Passu Intercreditor Agreement and/or the Second Lien Term Loan Pari Passu Intercreditor Agreement until the Senior Obligations Discharge Payment Date, third, to the payment of fees, costs and expenses of the Junior Representative Obligations in connection accordance with the Junior Documents and, if applicable, the 1L/2L Intercreditor Agreement, the First Lien Term Loan Pari Passu Intercreditor Agreement and/or the Second Lien Term Loan Pari Passu Intercreditor Agreement until the Junior Obligations Payment Date, and fourth, in respect of any Enforcement Action remaining Common Collateral or Insolvency Proceeding, fourthProceeds thereof, to the payment of the Junior Obligations, in accordance with the Junior Documentsany ABL Excess Amount, and fifth, the balance, if any, to the Loan Parties or to whosoever whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. All Proceeds of any sale of a Loan Party as a whole, or substantially all of the assets of any Loan Party where the consideration received is not allocated by type of asset, in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows under clause “second” above after payment of the amounts under clause “first” above: first to the ABL Representative for application to the ABL Obligations in accordance with the terms of the ABL Documents, up to the amount of the book value at the time of the sale of the ABL Collateral disposed of in such sale or owned by such Loan Party (in the case of a sale of such Loan Party as a whole), and second to the Note and Specified Hedge Representative for application to the Note and Specified Hedge Obligations in accordance with the terms of the Note and Specified Hedge Documents to the extent such Proceeds exceed the book value at the time of the sale of such ABL Collateral (it being understood that book value shall be determined after giving effect to the applicable purchase (including the application of purchase accounting)).

Application of Proceeds of Senior Collateral. The Senior Representative and the Junior Representative hereby agree that all Senior Collateral, and all Proceeds thereof, received by either of them in connection with the collection, sale or disposition of Senior Collateral pursuant to any Enforcement Action or during any Insolvency Proceeding shall be applied, first, to the payment of fees, costs and expenses (including reasonable attorneys fees and expenses and court costs) of the Senior Representative in connection with such Enforcement Action or Insolvency ProceedingAction, second, to the payment of the Senior Obligations in accordance with the Senior Documents until the Senior Obligations Discharge Payment Date, third, to the payment of fees, costs and expenses of the Junior Representative in connection with any Enforcement Action or Insolvency Proceeding, fourth, to the payment of the Junior Obligations, to the extent such Senior Collateral also constitutes Junior Collateral, in accordance with the Junior Documents, and fifthfourth, the balance, if any, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. All Proceeds of any sale of a Loan Party as a whole, or substantially all of the assets of any Loan Party Party, or any sale where ABL Priority Collateral and Term Loan Priority Collateral are sold together as a combined pool of assets, where the consideration received is not allocated by type of asset, in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows under clause “second” above after payment of the amounts under clause “first” above: first to the ABL Representative for application to the ABL Obligations in accordance with the terms of the ABL Documents, up to the amount of the book value at the time of the sale of the ABL Priority Collateral disposed of in such sale or owned by such Loan Party (in the case of a sale of such Loan Party as a whole), and second to the Note and Specified Hedge Term Loan Representative for application to the Note and Specified Hedge Term Loan Obligations in accordance with the terms of the Note and Specified Hedge Term Loan Documents to the extent such Proceeds exceed the book value at the time of the sale of such ABL Collateral (it being understood that book value shall be determined after giving effect to the applicable purchase (including the application of purchase accounting))Priority Collateral.

Application of Proceeds of Senior Collateral. The Senior Representative and the Junior Representative hereby agree that all Senior Collateral, and all Proceeds thereof, received by either of them in connection with the collection, sale or disposition of Senior Collateral pursuant to any Enforcement Action or during any Insolvency Proceeding shall be applied, first, to the payment of fees, costs and expenses (including reasonable attorneys fees and expenses and court costs) of the Senior Representative in connection with such Enforcement Action or Insolvency Proceeding, second, to the payment of the Senior Obligations in accordance with the Senior Documents until the Senior Obligations Discharge Payment Date, third, to the payment of fees, costs and expenses of the Junior Representative in connection with any Enforcement Action or Insolvency Proceeding, fourth, to the payment of the Junior Obligations, Obligations in accordance with the Junior Documentsterms thereof, and fifth, the balance, if any, to the Loan Credit Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. All Proceeds of any sale of a Loan Credit Party as a whole, or substantially all of the assets of any Loan Credit Party where the consideration received is not allocated by type of asset, in connection with or resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows under clause “second” above after payment of the amounts under clause “first” above: first to the ABL Representative for application to the ABL Obligations in accordance with the terms of the ABL Documents, up to the amount of the book value at the time of the sale of the ABL Collateral disposed of in such sale or owned by such Loan Credit Party (in the case of a sale of such Loan Credit Party as a whole), and second to the Note and Specified Hedge Exit Convertible Notes Representative for application to the Note and Specified Hedge Exit Convertible Notes Obligations in accordance with the terms of the Note and Specified Hedge Exit Convertible Notes Documents to the extent such Proceeds exceed the book value at the time of the sale of such ABL Collateral (it being understood that book value shall be determined after giving effect to the applicable purchase (including the application of purchase accounting)purchase).

Application of Proceeds of Senior Collateral. The Senior Representative and the Junior Representative hereby agree that all Senior Collateral, Collateral and all Proceeds thereof, thereof received by either of them in connection with the collection, sale or disposition of Senior Collateral pursuant to any Enforcement Action or during any other collection, sale, disposition or other transfer of Senior Collateral (regardless of whether an Insolvency Proceeding has been commenced by or against any Loan Party) shall be applied, first, to the payment of fees, costs and expenses (including reasonable attorneys attorneys' fees and expenses and court costs) of the Senior Representative in connection with such Enforcement Action or Insolvency Proceedingother collection, sale, disposition or other transfer, second, to the payment of the Senior Obligations in accordance with the Senior Documents (including any separate intercreditor agreement among any Senior Secured Parties or their representatives including in the case of the Fixed Asset Secured Parties, the Collateral Trust Agreement) until the Senior Obligations Discharge Payment Date, third, to the payment of fees, costs and expenses of the Junior Representative in connection with any Enforcement Action or Insolvency Proceeding, fourth, to the payment of the Junior Obligations, to the extent such Senior Collateral also constitutes Junior Collateral, in accordance with the Junior DocumentsDocuments (including any separate intercreditor agreement among the Junior Secured Parties or their representatives), and fifthfourth, the balance, if any, to the Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. All Proceeds of any sale of a Loan Party as a whole, or substantially all of the assets of any Loan Party Party, or any sale where ABL Priority Collateral and Fixed Asset Priority Collateral are sold together as a combined pool of assets, where the consideration received is not allocated by type of asset, in connection with or resulting from any Enforcement ActionAction or any other collection, sale, disposition or other transfer of Collateral, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows under clause “second” above after payment of the amounts under clause “first” above: first to the Designated ABL Representative for application to the ABL Obligations in accordance with the terms of the ABL DocumentsDocuments (including any separate intercreditor agreement among the ABL Secured Parties or their representatives), up to the amount of the greater of (x) the fair market value of and (y) the current book value at the time of the sale of of, in each case, the ABL Priority Collateral disposed of in such sale or owned by such Loan Party (in the case of a sale of such Loan Party as a whole), and second to the Note and Specified Hedge Representative Collateral Trustee for application to the Note and Specified Hedge Fixed Asset Obligations in accordance with the terms of the Note and Specified Hedge Fixed Asset Documents (including any separate intercreditor agreement among Fixed Asset Secured Parties or their representatives, including the Collateral Trust Agreement) to the extent such Proceeds exceed the book value at the time of the sale of such ABL Collateral (it being understood that book value shall be determined after giving effect to the applicable purchase (including the application of purchase accounting))Priority Collateral.