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

Application of Proceeds of ABL Priority Collateral. The ABL Agent, on behalf of itself and each ABL Secured Party, and each Term Loan/Notes Agent, on behalf of itself and each applicable Term Loan/Notes Secured Party, hereby agrees that the ABL Priority Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the exercise of remedies or in connection with any Insolvency or Liquidation Proceeding, shall be applied: first, to the payment of the costs and expenses of the ABL Agent in connection with such exercise of remedies, second, to the payment, discharge or cash collateralization of the ABL Obligations in accordance with the ABL Loan Documents until a Discharge of ABL Obligations has occurred, third, to the payment of the Term Loan/Notes Obligations in accordance with the Term Loan/Notes Documents until a Discharge of Term Loan/Notes Obligations has occurred, and fourth, the balance, if any, to the Grantors or to whosoever may be lawfully entitled to receive the same (as instructed in writing by the Grantors) or as a court of competent jurisdiction may direct; provided, however, that (x) no receipt and application of any Collateral, or proceeds thereof, received in the ordinary course of business and absent any affirmative enforcement action or exercise of remedies by the ABL Agent or during the pendency of any Insolvency or Liquidation Proceeding to collect or otherwise realize upon such Collateral (such Collateral, and the proceeds thereof, “Ordinary Course Collections”) shall constitute an exercise of remedies for purposes of this Section 4.2 and all Ordinary Course Collections received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, pursuant to the ABL Credit Agreement and (y) none of the following shall, without the taking of other action by the ABL Agent or any ABL Secured Party, constitute an exercise of remedies for purposes of this Section 4.2: (i) the exercise of rights pursuant to Section 2.04(f) of the ABL Credit Agreement by the ABL Agent or any ABL Secured Party during the continuance of a Cash Dominion Period or (ii) the notification of account debtors, depository institutions or any other Person to deliver proceeds of ABL Priority Collateral to the ABL Agent in accordance with the ABL Loan Documents.

Application of Proceeds of ABL Priority Collateral. The All ABL Agent, on behalf of itself and each ABL Secured PartyPriority Collateral, and each Term Loan/Notes Agentall Proceeds thereof, on behalf of itself and each applicable Term Loan/Notes Secured Party, hereby agrees that received by the ABL Priority Agent or any Cash Flow Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the exercise of remedies or Agent in connection with any Insolvency or Liquidation Proceeding, Exercise of Secured Creditor Remedies shall be appliedapplied as follows: first, to the payment of the costs and expenses of the ABL Agent or any Cash Flow Collateral Agent, as applicable, in connection with such exercise Exercise of remediesSecured Creditor Remedies, second, to the payment, discharge or cash collateralization payment of the ABL Obligations in accordance with the ABL Loan Documents until a the Discharge of ABL Obligations has shall have occurred, third, to the payment of (w) the Term Loan/Notes Obligations in accordance with the Term Loan/Notes Documents until a the Discharge of Term Loan/Notes Obligations has shall have occurred, (x) the First Lien Note Obligations in accordance with the First Lien Note Documents until the Discharge of First Lien Note Obligations shall have occurred, (y) the Second Lien Note Obligations in accordance with the Second Lien Note Documents until the Discharge of Second Lien Note Obligations shall have occurred and (z) any Additional Obligations in accordance with the applicable Additional Documents until the Discharge of Additional Obligations shall have occurred, which payment shall be made between and among such Cash Flow Collateral Obligations on a pro rata basis (except as may be separately otherwise agreed in writing by, and solely as between or among, any two or more Cash Flow Collateral Agents, each on behalf of itself and the Cash Flow Collateral Secured Parties represented thereby (including pursuant to the Cash Flow Intercreditor Agreement)), and fourth, the balance, if any, to the Grantors Credit Parties or to whosoever may be lawfully entitled to receive the same (as instructed in writing by the Grantors) or as a court of competent jurisdiction may direct; provided, however, that (x) no receipt and application of any Collateral, or proceeds thereof, received in the ordinary course of business and absent any affirmative enforcement action or exercise of remedies by the . The ABL Agent or during the pendency of any Insolvency or Liquidation Proceeding to collect or otherwise realize upon such Canadian Collateral (such Collateral, and the proceeds thereof, “Ordinary Course Collections”) shall constitute an exercise of remedies for purposes of this Section 4.2 and all Ordinary Course Collections received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, pursuant applied to the ABL Credit Agreement and (y) none of the following shall, without the taking of other action by the ABL Agent or any ABL Secured Party, constitute an exercise of remedies for purposes of this Section 4.2: (i) the exercise of rights pursuant to Section 2.04(f) payment of the ABL Credit Agreement by the ABL Agent or any ABL Secured Party during the continuance of a Cash Dominion Period or (ii) the notification of account debtors, depository institutions or any other Person to deliver proceeds of ABL Priority Collateral to the ABL Agent Obligations secured thereby in accordance with the ABL Loan DocumentsDocuments until the Discharge of ABL Obligations (to the extent secured thereby) shall have occurred.

Application of Proceeds of ABL Priority Collateral. The ABL Agent, on behalf of itself Agent and each the Term Agent hereby agree that all ABL Secured PartyPriority Collateral, and each Term Loan/Notes Agent, on behalf of itself and each applicable Term Loan/Notes Secured Party, hereby agrees that the all ABL Priority Collateral or proceeds thereof Proceeds thereof, received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the exercise by either of remedies or them in connection with any Insolvency or Liquidation Proceeding, Exercise of Secured Creditor Remedies with respect to ABL Priority Collateral shall be applied: , first, to the payment of the costs and expenses of the ABL Agent in connection with such exercise Exercise of remediesSecured Creditor Remedies, second, to the payment, discharge or cash collateralization payment of the ABL Obligations in accordance with the ABL Loan Documents until a the Discharge of ABL Obligations has (other than contingent indemnity obligations with respect to then unasserted claims) shall have occurred, third, to the payment payment, on a pro rata basis, of the Term Loan/Notes Obligations in accordance (other than contingent indemnity obligations with the Term Loan/Notes Documents until a Discharge of Term Loan/Notes Obligations has occurredrespect to then unasserted claims), and fourth, the balance, if any, to the Grantors Credit Parties or to whosoever may be lawfully entitled to receive the same (as instructed in writing by the Grantors) or as a court of competent jurisdiction may direct; providedprovided that in the event the Term Agent receives, howeverin connection with an Insolvency Proceeding, that (x) no receipt and application any Proceeds of any Collateral, or proceeds thereof, received ABL Priority Collateral and the Lien granted in the ordinary course favor of business and absent any affirmative enforcement action or exercise of remedies by the ABL Agent or during the pendency ABL Lenders in respect of any Insolvency or Liquidation Proceeding to collect such ABL Priority Collateral has been voided, avoided or otherwise realize upon such Collateral (such Collateral, invalidated by a court of competent jurisdiction and the proceeds thereofprovisions of Section 5.3 would not be effective, “Ordinary Course Collections”) shall constitute an exercise of remedies for purposes of this Section 4.2 and all Ordinary Course Collections then such Proceeds received by the ABL Term Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, pursuant with respect to the ABL Credit Agreement and (y) none Priority Collateral shall be applied to the extent permitted by applicable law, to the payment, on a pro rata basis, of the following shall, without the taking of other action by the ABL Agent or any ABL Secured Party, constitute an exercise of remedies for purposes of this Section 4.2: (i) the exercise of rights pursuant to Section 2.04(f) of the ABL Credit Agreement by the ABL Agent or any ABL Secured Party during the continuance of a Cash Dominion Period or (ii) the notification of account debtors, depository institutions or any other Person to deliver proceeds of ABL Priority Collateral to the ABL Agent Term Obligations in accordance with the ABL Loan DocumentsTerm Documents until the Discharge of the Term Obligations shall have occurred.

Application of Proceeds of ABL Priority Collateral. The ABL Agent, on behalf of itself the Cash Flow Agent and each Junior Agent that becomes a party to this Agreement hereby agree that all ABL Priority Collateral, ABL Priority Proceeds and all other Proceeds thereof, received by either of them in connection with any Exercise of Secured Party, and each Term Loan/Notes Agent, on behalf of itself and each applicable Term Loan/Notes Secured Party, hereby agrees that Creditor Remedies with respect to the ABL Priority Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the exercise of remedies or in connection with any Insolvency or Liquidation Proceeding, shall be applied: , first, to the payment of the costs and expenses of the ABL Agent in connection with such exercise Exercise of remediesSecured Creditor Remedies, second, to the payment, discharge or cash collateralization payment of the ABL Obligations in accordance with the ABL Loan Documents until a the Discharge of ABL Obligations has shall have occurred, third, to the payment of the Term Loan/Notes Cash Flow Obligations, fourth, to the payment of the Junior Obligations secured by an interest in accordance with such Junior Shared Collateral, which payment shall be made between and among the Term Loan/Notes Documents until Junior Obligations on a Discharge of Term Loan/Notes Obligations has occurredpro rata basis (except as may be separately otherwise agreed in writing by, and fourthsolely as between or among, any two or more Junior Agents, each on behalf of itself and the Junior Secured Parties represented thereby), and fifth, the balance, if any, to the Grantors or to whosoever may be lawfully entitled to receive the same (as instructed in writing by the Grantors) Credit Parties or as a court of competent jurisdiction may direct; provided, howeverprovided that if in connection with an Insolvency Proceeding, that (x) no receipt and application the Lien granted in favor of any Collateral, or proceeds thereof, received in the ordinary course of business and absent any affirmative enforcement action or exercise of remedies by the ABL Agent or during the pendency ABL Secured Parties in respect of any Insolvency or Liquidation Proceeding to collect such ABL Priority Collateral has been voided, avoided, subordinated, or otherwise realize upon such Collateral (such Collateral, invalidated by a court of competent jurisdiction and the provisions of Section 2.1(a) and Section 5.3 would not be effective, the proceeds thereof, “Ordinary Course Collections”) shall constitute an exercise of remedies for purposes of this Section 4.2 and all Ordinary Course Collections received by with respect to the ABL Agent may Priority Collateral subject to avoidance, subordination or invalidation shall be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, pursuant to the ABL Credit Agreement and (y) none extent permitted under applicable law, to the payment of the following shall, without the taking of other action by the ABL Agent or any ABL Secured Party, constitute an exercise of remedies for purposes of this Section 4.2: (i) the exercise of rights pursuant to Section 2.04(f) of the ABL Credit Agreement by the ABL Agent or any ABL Secured Party during the continuance of a Cash Dominion Period or (ii) the notification of account debtors, depository institutions or any other Person to deliver proceeds of ABL Priority Collateral to the ABL Agent Flow Obligations in accordance with the ABL Loan DocumentsCash Flow Documents until Discharge of Cash Flow Obligations shall have occurred.

Application of Proceeds of ABL Priority Collateral. The ABL Agent, on behalf of itself the Note Agent and each any Additional Agent hereby agree that all ABL Secured PartyPriority Collateral, and each Term Loan/Notes Agentall Proceeds thereof, on behalf received by any of itself and each applicable Term Loan/Notes Secured Party, hereby agrees that the ABL Priority Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the exercise of remedies or them in connection with any Insolvency or Liquidation Proceeding, Exercise of Secured Creditor Remedies shall be applied: , first, to the payment of the costs and expenses of the ABL Agent, the Note Agent or any Additional Agent, as applicable, in connection with such exercise Exercise of remediesSecured Creditor Remedies, second, to the payment, discharge or cash collateralization payment of the ABL Obligations in accordance with the ABL Loan Documents until a the Discharge of ABL Obligations has shall have occurred, third, to the payment of (x) the Term Loan/Notes Note Obligations and in accordance with the Note Documents until the Discharge of Note Obligations shall have occurred and (y) any Additional Obligations in accordance with the Term Loan/Notes applicable Additional Documents until a the Discharge of Term Loan/Notes Additional Obligations has shall have occurred, which payment shall be made between and among the Note Obligations and any Additional Obligations on a pro rata basis (except (i) with respect to allocation of payments between the Note Obligations and any Additional Obligations, as may be separately otherwise agreed in writing by and between the applicable Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the Note Agent, on behalf of itself and the Noteholder Secured Parties, and (ii) with respect to allocation of payments among Additional Agents, as may be separately otherwise agreed in writing by and between or among any applicable Additional Agents, in each case on behalf of itself and the Additional Creditors represented thereby), and fourth, the balance, if any, to the Grantors Credit Parties or to whosoever may be lawfully entitled to receive the same (as instructed in writing by the Grantors) or as a court of competent jurisdiction may direct; provided, however, that (x) no receipt and application of any Collateral, or proceeds thereof, received in the ordinary course of business and absent any affirmative enforcement action or exercise of remedies by the ABL Agent or during the pendency of any Insolvency or Liquidation Proceeding to collect or otherwise realize upon such Collateral (such Collateral, and the proceeds thereof, “Ordinary Course Collections”) shall constitute an exercise of remedies for purposes of this Section 4.2 and all Ordinary Course Collections received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, pursuant to the ABL Credit Agreement and (y) none of the following shall, without the taking of other action by the ABL Agent or any ABL Secured Party, constitute an exercise of remedies for purposes of this Section 4.2: (i) the exercise of rights pursuant to Section 2.04(f) of the ABL Credit Agreement by the ABL Agent or any ABL Secured Party during the continuance of a Cash Dominion Period or (ii) the notification of account debtors, depository institutions or any other Person to deliver proceeds of ABL Priority Collateral to the ABL Agent in accordance with the ABL Loan Documents.

Application of Proceeds of ABL Priority Collateral. The ABL Agent, on behalf of itself and each ABL Secured Partythe First Lien Term Agent, and each Term Loan/the First Lien Notes Agent, on behalf of itself and each applicable Term Loan/Notes Secured Party, Agent hereby agrees agree that the all ABL Priority Collateral or proceeds thereof received in connection with the sale or other disposition ofCollateral, or collection on, such and all ABL Priority Collateral upon the exercise Proceeds thereof, received by either of remedies or them in connection with any Insolvency or Liquidation Proceeding, Exercise of Secured Creditor Remedies with respect to ABL Priority Collateral shall be applied: , first, to the payment of the costs and expenses of the ABL Agent in connection with such exercise Exercise of remediesSecured Creditor Remedies, second, to the payment, discharge or cash collateralization payment of the ABL Obligations in accordance with the ABL Loan Documents until a the Discharge of ABL Obligations has shall have occurred, third, subject to the payment terms of the Term Loan/Notes Intercreditor Agreement, to the payment, on a pro rata basis, of the Term Loan/Notes Obligations, and fourth, the balance, if any, to the Credit Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that in the event any Term Loan/Notes Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any ABL Priority Collateral and the Lien granted in favor of the ABL Agent or the ABL Lenders in respect of such ABL Priority Collateral has been voided, avoided or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received by such Term Loan/Notes Agent with respect to the ABL Priority Collateral shall be applied to the extent permitted by applicable law, subject to the terms of the Term Loan/Notes Intercreditor Agreement, to the payment, on a pro rata basis, of the Term Loan/Notes Obligations in accordance with the Term Loan/Notes Documents until a the Discharge of the Term Loan/Notes Obligations has shall have occurred, and fourth, the balance, if any, to the Grantors or to whosoever may be lawfully entitled to receive the same (as instructed in writing by the Grantors) or as a court of competent jurisdiction may direct; provided, however, that (x) no receipt and application of any Collateral, or proceeds thereof, received in the ordinary course of business and absent any affirmative enforcement action or exercise of remedies by the ABL Agent or during the pendency of any Insolvency or Liquidation Proceeding to collect or otherwise realize upon such Collateral (such Collateral, and the proceeds thereof, “Ordinary Course Collections”) shall constitute an exercise of remedies for purposes of this Section 4.2 and all Ordinary Course Collections received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, pursuant to the ABL Credit Agreement and (y) none of the following shall, without the taking of other action by the ABL Agent or any ABL Secured Party, constitute an exercise of remedies for purposes of this Section 4.2: (i) the exercise of rights pursuant to Section 2.04(f) of the ABL Credit Agreement by the ABL Agent or any ABL Secured Party during the continuance of a Cash Dominion Period or (ii) the notification of account debtors, depository institutions or any other Person to deliver proceeds of ABL Priority Collateral to the ABL Agent in accordance with the ABL Loan Documents.

Application of Proceeds of ABL Priority Collateral. The ABL AgentAgent and the Term Agent hereby agree that all ABL Priority Collateral, on behalf ABL Priority Proceeds and all other Proceeds thereof, received by either of itself and each ABL them in connection with any Exercise of Secured Party, and each Term Loan/Notes Agent, on behalf of itself and each applicable Term Loan/Notes Secured Party, hereby agrees that Creditor Remedies with respect to the ABL Priority Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the exercise of remedies or in connection with any Insolvency or Liquidation Proceeding, shall be applied: , first, to the payment of the costs and expenses of the ABL Agent in connection with such exercise Exercise of remediesSecured Creditor Remedies, second, to the payment, discharge or cash collateralization payment of the ABL Priority Obligations in accordance with the ABL Loan Documents until a the Discharge of ABL Obligations has shall have occurred, third, to the payment of the Term Loan/Notes Priority Obligations in accordance with the Term Loan/Notes Documents until a Discharge Documents, fourth, to any ABL Obligations in excess of the amount of ABL Priority Obligations in accordance with the ABL Documents, fifth, to the payment of any Term Obligations in excess of the amount of Term Loan/Notes Priority Obligations has occurredin accordance with the Term Documents, and fourthsixth, the balance, if any, to the Grantors ABL Credit Parties or to whosoever may be lawfully entitled to receive the same (as instructed in writing by the Grantors) or as a court of competent jurisdiction may direct; providedprovided that in the event the Term Agent receives, howeverin connection with an Insolvency Proceeding, that (x) no receipt and application any Proceeds of any Collateral, or proceeds thereof, received ABL Priority Collateral and the Lien granted in the ordinary course favor of business and absent any affirmative enforcement action or exercise of remedies by the ABL Agent or during the pendency ABL Lenders in respect of any Insolvency or Liquidation Proceeding to collect such ABL Priority Collateral has been voided, avoided, subordinated, or otherwise realize upon such Collateral (such Collateral, invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, the such proceeds thereof, “Ordinary Course Collections”) shall constitute an exercise of remedies for purposes of this Section 4.2 and all Ordinary Course Collections received by the Term Agent with respect to the ABL Agent may Priority Collateral subject to avoidance, subordination or invalidation shall be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, pursuant to the ABL Credit Agreement and (y) none extent permitted under applicable law, to the payment of the following shall, without the taking of other action by the ABL Agent or any ABL Secured Party, constitute an exercise of remedies for purposes of this Section 4.2: (i) the exercise of rights pursuant to Section 2.04(f) of the ABL Credit Agreement by the ABL Agent or any ABL Secured Party during the continuance of a Cash Dominion Period or (ii) the notification of account debtors, depository institutions or any other Person to deliver proceeds of ABL Priority Collateral to the ABL Agent Term Obligations in accordance with the ABL Loan DocumentsTerm Documents until Discharge of Term Obligations shall have occurred.