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

Application of Proceeds of Common Collateral. The Senior Representative and Junior Representative, each hereby agree that all Common Collateral, and all Proceeds thereof, received by either of them in connection with the collection, sale or disposition of Common 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 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 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 Revolving Credit Obligations until the Revolving Credit Obligations Payment Date; second, to the payment of Term Loan Obligations until the Term Loan Obligations Payment Date; third, to the payment of Excess Revolving Credit Obligations until the Excess Revolving Credit Obligations Payment Date; fourth, to the payment of Excess Term Loan Obligations until the Excess Term Loan Obligations Payment Date 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; and next, (c) solely with respect to Term Loan Priority Collateral and Proceeds thereof: first, to the payment of 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 lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Application of Proceeds of Common Collateral. The Senior Representative and Junior Representative, each hereby agree that all Common Collateral, and all Proceeds thereof, received by either of them in connection with the collection, sale or disposition of Common 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 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 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 Revolving Credit Obligations until the Revolving Credit Obligations Payment Date; second, to the payment of Term Loan Obligations until the Term Loan Obligations Payment Date; third, to the payment of Excess Revolving Credit Obligations until the Excess Revolving Credit Obligations Payment Date; fourth, to the payment of Excess Term Loan Obligations until the Excess Term Loan Obligations Payment Date 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; and next, (c) solely with respect to Term Loan Priority Collateral and Proceeds thereof: first, to the payment of 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 lawfully entitled to receive the same or as a court of competent jurisdiction may direct.;

Application of Proceeds of Common Collateral. The Senior Representative and Junior RepresentativeSubject to Section 2.1(e), each hereby agree that 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 Proceeds thereofexpenses, received liabilities and advances incurred or made by either of them such DIP Agent in connection with therewith; Second: to such DIP Agent to be applied to the collection, sale or disposition repayment of Common Collateral in an Enforcement Action shall be applied, first, (a) First Priority Obligations then outstanding with respect to any such Common Collateral whether or Proceeds thereof, to the payment of costs not then due and expenses payable (including reasonable attorneys’ fees without limitation amounts required to cash collateralize undrawn letters of credit and expenses and court costs) of the 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 other contingent obligations then outstanding that the Junior Representative can provide reasonably satisfactory evidence of its costs and expenses incurred in connection therewith); next, (b) solely with respect to Revolving Credit are First Priority Collateral and Proceeds thereof; first, to the payment of Revolving Credit Obligations until the Revolving Credit Obligations Payment Date; second, to the payment of Term Loan Obligations until the Term Loan Obligations Payment Date; third, to the payment of Excess Revolving Credit Obligations until the Excess Revolving Credit Obligations Payment Date; fourth, to the payment of Excess Term Loan Obligations until the Excess Term Loan Obligations Payment Date and fifth, the balanceObligations, 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 Loan Parties 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 whosoever whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; and nextsame, (c) solely with respect to Term Loan Priority Collateral and Proceeds thereof: first, including pursuant to the payment Orders. Any proceeds of Term Loan Obligations until the Term Loan Obligations Payment Date; second, 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 payment DIP Agent for the First Priority Secured Parties for the benefit of Revolving Credit Obligations until the Revolving Credit Obligations Payment Date; thirdFirst Priority Secured Parties, 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 in the same or form as a court received, with any necessary endorsements and each Second Priority Secured Party hereby authorizes each of competent jurisdiction may directthe 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. The Senior Representative and Junior Representative, each Each Secured Party hereby agree agrees that all Common Collateral, and all Proceeds proceeds thereof, received by either of them any Secured Party in connection with the collection, sale or disposition any exercise of remedies as a secured creditor in respect of Common Collateral in an Enforcement Action Collateral, or pursuant to a sale, transfer or other disposition pursuant to Section 5(a)(i) below, 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 Senior Representative First-Lien Agent 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 its exercise 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 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 Revolving Credit Obligations until the Revolving Credit Obligations Payment Dateremedies as a secured creditor; second, to the payment of Term Loan the First-Lien Obligations in accordance with the First-Lien Documents until the Term Loan Discharge of First-Lien Obligations Payment Datehas occurred; third, to the payment of Excess Revolving Credit the Second-Lien Obligations in accordance with the Second-Lien Documents until the Excess Revolving Credit Discharge of Second-Lien Obligations Payment Datehas occurred; and fourth, to the payment of Excess Term Loan Obligations until the Excess Term Loan Obligations Payment Date and fifth, the balance, if any, to the Loan Parties or to whosoever owner of the subject property, such other person as may be lawfully entitled to receive the same thereto or as a court of competent jurisdiction may otherwise direct; and nextprovided that notwithstanding anything to the contrary contained herein, (cx) solely 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 Term Loan 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 Proceeds thereof: first, (y) the Additional Hedging Priority Payments shall be made to the payment ABL Agent for the account of Term Loan Obligations until the Term Loan Obligations Payment Date; second, to holders of 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 lawfully entitled to receive the same or as a court of competent jurisdiction may directABL Hedging Obligations.