Common use of ABL Priority Collateral Clause in Contracts

ABL Priority Collateral. Notwithstanding the date, time, method, manner, or order of grant, attachment, or perfection of any Liens securing the Term Loan Obligations granted with respect to the ABL Priority Collateral or of any Liens securing the ABL Obligations granted with respect to the ABL Priority Collateral and notwithstanding any contrary provision of the UCC, the Bankruptcy Code, or any other applicable law or the Term Loan Documents or the ABL Documents (other than this Agreement) or any defect or deficiencies or alleged defect or deficiencies in, the Liens securing the ABL Obligations or the Term Loan Obligations or whether ABL Agent or Term Lender, directly or through agents, holds possession of, or has control over, all or any part of the Collateral, or any other circumstance whatsoever, Term Lender hereby agrees that: (i) other than as expressly set forth herein with respect to Excess ABL Obligations, any Lien with respect to the ABL Priority Collateral securing any ABL Obligations now or hereafter held by or on behalf of, or created for the benefit of, ABL Agent or any other ABL Creditor or any agent or trustee therefore shall be senior in all respects and prior to any Lien with respect to the ABL Priority Collateral securing any Term Loan Obligations; and (ii) any Lien with respect to the ABL Priority Collateral securing any Term Loan Obligations now or hereafter held by or on behalf of, or created for the benefit of, Term Lender, any Term Loan Creditor or any agent or trustee therefor shall be junior and subordinate in all respects to all Liens with respect to the ABL Priority Collateral securing any ABL Obligations (other than the Excess ABL Obligations); and (iii) notwithstanding any provision herein to the contrary and subject to and without waiver of all other rights, claims and defenses of the Term Loan Creditors hereunder, Excess ABL Obligations shall be junior and subordinate to all Term Loan Obligations and upon the occurrence and continuance of a Term Loan Default shall not be paid until the Discharge of Term Loan Obligations.

ABL Priority Collateral. Notwithstanding the date(i) Upon any release, time, method, manner, sale or order disposition of grant, attachment, or perfection of any Liens securing the Term Loan Obligations granted with respect to the ABL Priority Collateral or permitted pursuant to the terms of any Liens securing the ABL Documents that results in the release of the ABL Lien (other than release of the ABL Lien due to the occurrence of the ABL Obligations granted with respect to Payment Date, and any release of the ABL Lien after the occurrence and during the continuance of any event of default under the Term Debt Agreement) on any ABL Priority Collateral, the Term Debt Lien on such ABL Priority Collateral and notwithstanding (excluding any contrary provision portion of the UCC, the Bankruptcy Code, or any other applicable law or the Term Loan Documents or the proceeds of such ABL Documents (other than this Agreement) or any defect or deficiencies or alleged defect or deficiencies in, the Liens securing Priority Collateral remaining after the ABL Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or the Term Loan Obligations action of any Person so long as such release, sale or whether ABL Agent or Term Lender, directly or through agents, holds possession of, or has control over, all or any part disposition of the Collateral, or any other circumstance whatsoever, Term Lender hereby agrees that: (i) other than as expressly set forth herein with respect to Excess ABL Obligations, any Lien with respect to the ABL Priority Collateral securing any ABL Obligations now or hereafter held by or on behalf of, or created for the benefit of, ABL Agent or any other ABL Creditor or any agent or trustee therefore shall be senior in all respects and prior to any Lien with respect is permitted pursuant to the terms of the Term Debt Documents. Without limiting the generality of the foregoing, the Term Debt Representative acknowledges that all Liens in the Capital Stock of Unrestricted Subsidiaries (as defined in the ABL Priority Documents) have been released by the ABL Representative and as a result, no Capital Stock of Unrestricted Subsidiaries is Collateral securing any and all Term Loan Obligations; andDebt Liens in such Capital Stock are hereby released. (ii) Upon any Lien with respect to the release, sale or disposition of ABL Priority Collateral securing pursuant to any Term Loan Obligations now or hereafter held by or on behalf of, or created for Enforcement Action that results in the benefit of, Term Lender, any Term Loan Creditor or any agent or trustee therefor shall be junior and subordinate in all respects to all Liens with respect release of the ABL Lien (other than release of the ABL Lien due to the occurrence of the ABL Obligations Payment Date) on any ABL Priority Collateral securing pursuant to any Enforcement Action, the Term Debt Lien on such ABL Priority Collateral (excluding any portion of the proceeds of such ABL Priority Collateral remaining after the ABL Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person so long as the proceeds of such ABL Priority Collateral are applied in accordance with Section 4.1(a) (other than with, in the Excess case of ABL ObligationsObligations consisting of debt of a revolving nature, a corresponding permanent reduction in the commitments thereto); and. (iii) notwithstanding The Term Debt Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the ABL Representative shall request in writing to evidence any provision herein to the contrary and subject to and without waiver of all other rights, claims and defenses release of the Term Loan Creditors hereunderDebt Lien described herein. The Term Debt Representative hereby appoints the ABL Representative and any officer or duly authorized person of the ABL Representative, Excess with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Term Debt Representative and in the name of the Term Debt Representative or in the ABL Obligations shall Representative's own name, from time to time, in the ABL Representative's sole discretion, for the purposes of carrying out the terms of this Section 4.2, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be junior and subordinate necessary or desirable to all Term Loan Obligations and upon accomplish the occurrence and continuance purposes of a Term Loan Default shall not be paid until the Discharge this Section 4.2, including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of Term Loan Obligationstransfer (which appointment, being coupled with an interest, is irrevocable).

ABL Priority Collateral. Notwithstanding (i) Prior to the dateDischarge of ABL Obligations, timeany ABL Priority Collateral or proceeds thereof including (x) whatever is recoverable or recovered when any ABL Priority Collateral is sold, methodexchanged, mannercollected, or order of grantdisposed of, attachmentwhether voluntarily or involuntarily (including any additional or replacement ABL Priority Collateral provided during any Insolvency Proceeding and any payment or property received during an Insolvency Proceeding or otherwise) on account of, or perfection from, ABL Priority Collateral, an interest in the ABL Priority Collateral or the value of any Liens securing ABL Priority Collateral and (y) any distribution received in respect of any of the foregoing or in respect of any Lien on any ABL Priority Collateral or any “secured claim” within the meaning of section 506(a) of the Bankruptcy Code to the extent such claim is secured by ABL Priority Collateral, received by the Term Loan Obligations granted Agent, any Term Loan Secured Party, the Notes Agent or any Notes Secured Party in connection with respect the Exercise of Any Secured Creditor Remedy relating to the ABL Priority Collateral or otherwise (including as a result of misdirected proceeds) shall be segregated and held in trust for the benefit of and forthwith paid over to the ABL Agent (and/or its designees) for the benefit of the ABL Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent, any such Term Loan Secured Party, the Notes Agent or any such Notes Secured Party. This authorization is coupled with an interest and is irrevocable. (ii) On and after the occurrence of the Discharge of ABL Obligations, any ABL Priority Collateral or proceeds thereof including (x) whatever is recoverable or recovered when any ABL Priority Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily (including any additional or replacement ABL Priority Collateral provided during any Insolvency Proceeding and any payment or property received during an Insolvency Proceeding or otherwise) on account of, or from, ABL Priority Collateral, an interest in the ABL Priority Collateral or the value of any Liens securing ABL Priority Collateral and (y) any distribution received in respect of any of the foregoing or in respect of any Lien on any ABL Obligations granted Priority Collateral or any “secured claim” within the meaning of section 506(a) of the Bankruptcy Code to the extent such claim is secured by ABL Priority Collateral, received by the Notes Agent or any Notes Secured Party in connection with respect the Exercise of Any Secured Creditor Remedy relating to the ABL Priority Collateral or otherwise (including as a result of misdirected proceeds) shall be segregated and notwithstanding any contrary provision held in trust for the benefit of the UCC, the Bankruptcy Code, or any other applicable law or and forthwith paid over to the Term Loan Documents or the ABL Documents Agent (other than this Agreementand/or its designees) or any defect or deficiencies or alleged defect or deficiencies in, the Liens securing the ABL Obligations or the Term Loan Obligations or whether ABL Agent or Term Lender, directly or through agents, holds possession of, or has control over, all or any part of the Collateral, or any other circumstance whatsoever, Term Lender hereby agrees that: (i) other than as expressly set forth herein with respect to Excess ABL Obligations, any Lien with respect to the ABL Priority Collateral securing any ABL Obligations now or hereafter held by or on behalf of, or created for the benefit of, ABL Agent or any other ABL Creditor or any agent or trustee therefore shall be senior in all respects and prior to any Lien with respect to the ABL Priority Collateral securing any Term Loan Obligations; and (ii) any Lien with respect to the ABL Priority Collateral securing any Term Loan Obligations now or hereafter held by or on behalf of, or created for the benefit of, Term Lender, any Term Loan Creditor or any agent or trustee therefor shall be junior and subordinate in all respects to all Liens with respect to the ABL Priority Collateral securing any ABL Obligations (other than the Excess ABL Obligations); and (iii) notwithstanding any provision herein to the contrary and subject to and without waiver of all other rights, claims and defenses of the Term Loan Creditors hereunderSecured Parties in the same form as received, Excess ABL Obligations shall be junior and subordinate to all with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Term Loan Obligations Agent is hereby authorized to make any such endorsements as agent for the Notes Agent or any such Notes Secured Party. This authorization is coupled with an interest and upon the occurrence and continuance of a Term Loan Default shall not be paid until the Discharge of Term Loan Obligationsis irrevocable.

ABL Priority Collateral. Notwithstanding Upon the date, time, method, manner, exercise of remedies in respect of all or order a material portion of grant, attachment, or perfection of any Liens securing the Term Loan Obligations granted with respect to the ABL Priority Collateral or of any Liens securing Collateral, the ABL Obligations granted with respect to Agent will apply the ABL Priority Collateral and notwithstanding any contrary provision of the UCC, the Bankruptcy Code, or any other applicable law or the Term Loan Documents or the ABL Documents (other than this Agreement) or any defect or deficiencies or alleged defect or deficiencies in, the Liens securing the ABL Obligations or the Term Loan Obligations or whether ABL Agent or Term Lender, directly or through agents, holds possession of, or has control over, all or any part of the Collateral, or any other circumstance whatsoever, Term Lender hereby agrees that: (i) other than as expressly set forth herein with respect to Excess ABL Obligations, any Lien with respect to the ABL Priority Collateral securing any ABL Obligations now or hereafter held Proceeds received by or on behalf of, or created for the benefit of, ABL Agent or any ABL Secured Party of any collection, sale, foreclosure or other ABL Creditor or realization upon any agent or trustee therefore shall be senior in all respects and prior to any Lien with respect to the ABL Priority Collateral securing any Term Loan Obligations; and (ii) any Lien with respect to the ABL Priority Collateral securing any Term Loan Obligations now or hereafter held by or on behalf of, or created for the benefit of, Term Lender, any Term Loan Creditor or any agent or trustee therefor shall be junior and subordinate in all respects to all Liens with respect to the ABL Priority Collateral securing any ABL Obligations (other than the Excess ABL Obligations); and (iii) notwithstanding any provision herein to the contrary and subject to and without waiver of all other rights, claims and defenses of the Term Loan Creditors hereunder, Excess ABL Obligations shall be junior and subordinate to all Term Loan Obligations and upon the occurrence and continuance of a Term Loan Default shall not be paid until after the Discharge of Term Loan Obligations, the Proceeds of any collection, sale, foreclosure or other realization of any Term Priority Collateral by the ABL Agent as expressly permitted hereunder, and the Proceeds of any title insurance policy required under any Term Document or ABL Document permitted to be received by it, in the following order of application: First, to the payment of all costs and expenses incurred by the ABL Agent or any co-trustee or agent of the ABL Agent in connection with any such collection, sale, foreclosure or other realization upon the Collateral in accordance with the terms of this Agreement; Second, to the ABL Agent for application to the payment of all outstanding ABL Obligations in such order as may be provided in the ABL Documents in an amount sufficient to pay in full in cash all outstanding ABL Obligations (including the discharge or cash collateralization (at one hundred and five percent (105%) of the aggregate undrawn amount) of all outstanding letters of credit, if any, constituting ABL Obligations (one hundred and ten percent (110%) as to letters of credit payable in a currency other than United States dollars) and the cash collateralization (at one hundred percent (100%) of the outstanding amount) of Cash Management Obligations, if any, constituting ABL Obligations), together with the concurrent permanent reduction of the revolving loan commitment thereunder in an amount equal to the aggregate amount of such payment; Third, to the Term Agent for application to the payment of all outstanding Term Obligations in such order as may be provided in the Term Documents in an amount sufficient to pay in full in cash all outstanding Term Obligations; Fourth, to the ABL Agent for application to the payment of all outstanding obligations under the ABL Documents that do not constitute ABL Obligations in such order as may be provided in the ABL Documents in an amount sufficient to pay in full in cash all such obligations, together with the concurrent permanent reduction of the revolving loan commitment thereunder in an amount equal to the aggregate amount of such payment; Fifth, to the Term Agent for application to the payment of all outstanding obligations under the Term Documents that do not constitute Term Obligations in such order as may be provided in the Term Documents in an amount sufficient to pay in full in cash all such obligations; and Sixth, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will be paid to the Parent or the applicable Grantor, as the case may be, its successors or assigns, or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, no application of any ABL Priority Collateral, or Proceeds thereof, received in the ordinary course of business (such ABL Priority Collateral, and the Proceeds thereof, “Ordinary Course Collections”) shall be accompanied by a permanent reduction of revolving loan commitments as provided in clause Second above and all Ordinary Course Collections received by ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, pursuant to the ABL Credit Agreement.