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

Application of Proceeds of ABL Priority Collateral. Each ABL Agent, on behalf of itself and each ABL Lender, and each Term/Note Agent, on behalf of itself and each applicable Term/Note Holder, hereby agrees that the ABL Priority Collateral or proceeds thereof, regardless of source or form, received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the Exercise of Any Secured Creditor Remedies (whether during an Insolvency or Liquidation Proceeding or otherwise), or in connection with any distribution on account of ABL Priority Collateral (or any claim secured thereby) upon a sale or other disposition outside the ordinary course of business during the continuance of an Event of Default under the ABL Loan Documents or in an Insolvency or Liquidation Proceeding, shall be applied: first, to the payment of the ABL Claims in accordance with the ABL Loan Documents until a Discharge of ABL Claims has occurred, second, to the payment of the Term/Note Claims in accordance with the Term/Note Documents and the Intercreditor and Collateral Agency Agreement until a Discharge of Term/Note Claims has occurred, and third, the balance, if any, to the Grantors or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. Each The ABL Agent, on behalf of itself the Term Agent and each Junior Agent that becomes a party to this Agreement hereby agree that all ABL LenderPriority Collateral, ABL Priority Proceeds and each Term/Note Agentall other Proceeds thereof, on behalf received by either of itself and each applicable Term/Note Holder, hereby agrees that them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral or proceeds thereof, regardless of source or form, received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the Exercise of Any Secured Creditor Remedies (whether during an Insolvency or Liquidation Proceeding or otherwise), or in connection with any distribution on account of ABL Priority Collateral (or any claim secured thereby) upon a sale or other disposition outside the ordinary course of business during the continuance of an Event of Default under the ABL Loan Documents or in an Insolvency or Liquidation Proceeding, shall be applied: , first, to the payment of costs and expenses of the ABL Claims Agent in accordance connection with the ABL Loan Documents until a Discharge such Exercise of ABL Claims has occurredSecured Creditor Remedies, second, to the payment or cash collateralization of the Term/Note Claims ABL Obligations in accordance with the Term/Note ABL Documents until the Discharge of ABL Obligations shall have occurred, third, to the payment of the Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred, fourth, to the payment of the Junior Obligations secured by an interest in such Junior Shared Collateral, which payment shall be made between and among the Junior 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 Junior Agents, each on behalf of itself and the Intercreditor and Collateral Agency Agreement until a Discharge of Term/Note Claims has occurredJunior Secured Parties represented thereby), and thirdfifth, the balance, if any, to the Grantors or to whosoever may be lawfully entitled to receive the same Credit Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. Each The ABL Agent, on behalf of itself and each ABL Lender, and each Term/Note Term Loan Agent, on behalf of itself and each applicable Term/Note HolderTerm Loan Lender, hereby agrees that the ABL Priority Collateral or proceeds thereof, regardless of source or form, thereof received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the Exercise of Any Secured Creditor Remedies (whether during an Insolvency or Liquidation Proceeding or otherwise), or in connection with any distribution on account of ABL Priority Collateral (or any claim secured thereby) upon a sale or other disposition outside the ordinary course of business during the continuance of an Event of Default under the ABL Loan Documents or in an Insolvency or Liquidation ProceedingRemedies: first, shall be applied: first, applied to the payment of the ABL Claims in accordance with the ABL Loan Documents until a Discharge of ABL Claims has occurred, second, shall be delivered to the Designated Term Loan Agent for application to the payment of the Term/Note Term Loan Claims in accordance with the Term/Note Term Loan Documents and until a Discharge of Term Loan Claims has occurred, third, if the Junior Lien Intercreditor and Collateral Agency Agreement is then in effect, shall be delivered to the Designated Junior Lien Representative (as defined in the Junior Lien Intercreditor Agreement) for application to the payment of Future Junior Lien Indebtedness in accordance with the Junior Lien Intercreditor Agreement until a Discharge of Term/Note Claims Junior Lien Obligations (as defined in the Junior Lien Intercreditor Agreement) has occurred, and thirdfourth, the balance, if any, shall be delivered to the Grantors or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. Each 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 LenderPriority Collateral, ABL Priority Proceeds and each Term/Note Agentall other Proceeds thereof, on behalf received by either of itself and each applicable Term/Note Holder, hereby agrees that them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral or proceeds thereof, regardless of source or form, received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the Exercise of Any Secured Creditor Remedies (whether during an Insolvency or Liquidation Proceeding or otherwise), or in connection with any distribution on account of ABL Priority Collateral (or any claim secured thereby) upon a sale or other disposition outside the ordinary course of business during the continuance of an Event of Default under the ABL Loan Documents or in an Insolvency or Liquidation Proceeding, shall be applied: , first, to the payment of costs and expenses of the ABL Claims Agent in accordance connection with the ABL Loan Documents until a Discharge such Exercise of ABL Claims has occurredSecured Creditor Remedies, second, to the payment of the Term/Note Claims ABL Obligations in accordance with the Term/Note ABL Documents until the Discharge of ABL Obligations shall have occurred, third, to the payment of the Cash Flow Obligations, fourth, to the payment of the Junior Obligations secured by an interest in such Junior Shared Collateral, which payment shall be made between and among the Junior 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 Junior Agents, each on behalf of itself and the Intercreditor and Collateral Agency Agreement until a Discharge of Term/Note Claims has occurredJunior Secured Parties represented thereby), and thirdfifth, the balance, if any, to the Grantors or to whosoever may be lawfully entitled to receive the same Credit Parties or as a court of competent jurisdiction may direct, provided that if in connection with an Insolvency Proceeding, the Lien granted in favor of the ABL Agent or the ABL Secured Parties in respect of such ABL Priority Collateral has been voided, avoided, subordinated, or otherwise 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 received with respect to the ABL Priority Collateral subject to avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the Cash Flow Obligations in accordance with the Cash Flow Documents until Discharge of Cash Flow Obligations shall have occurred.

Application of Proceeds of ABL Priority Collateral. Each The ABL Agent, on behalf of itself and each ABL Lender, and each Term/Note Term Loan Agent, on behalf of itself and each applicable Term/Note HolderTerm Loan Lender, hereby agrees agree that the ABL Priority Collateral or proceeds thereof, regardless of source or form, thereof received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the Exercise of Any Secured Creditor Remedies (whether during an Insolvency or Liquidation Proceeding or otherwise), or in connection with any distribution on account of ABL Priority Collateral (or any claim secured thereby) upon a sale or other disposition outside the ordinary course of business during the continuance of an Event of Default under the ABL Loan Documents or in an Insolvency or Liquidation ProceedingRemedies, shall be applied: : (a) first, to the payment of the ABL Claims in accordance with the ABL Loan Documents until a Discharge of ABL Claims has occurred; (b) second, secondother than with respect to the Canadian ABL Exclusive Collateral, to the payment of the Term/Note Term Loan Claims in accordance with the Term/Note Term Loan Documents and the Intercreditor and Collateral Agency Agreement until a Discharge of Term/Note Term Loan Claims has occurred; (c) third, and thirdto the payment of Excess ABL Debt in accordance with the ABL Loan Documents until such obligations are paid in full in cash; (d) fourth, to the payment of Excess Term Loan Debt in accordance with the Term Loan Documents until such obligations are paid in full in cash; and (e) fifth, the balance, if any, to the Grantors or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. Each The ABL Agent, on behalf of itself Agent and each Term Agent hereby agree that all ABL LenderPriority Collateral and all Proceeds thereof, and each Term/Note Agent, on behalf received by any of itself and each applicable Term/Note Holder, hereby agrees that them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral or proceeds thereofshall be applied, regardless first, (i) to the payment of source or form, received costs and expenses of the ABL Agent in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the Exercise of Any Secured Creditor Remedies to the extent provided in the ABL Documents and (whether during ii) in an Insolvency or Liquidation Proceeding or otherwise), or and in connection with any distribution on account of ABL Priority Collateral (or any claim secured therebyDIP Financing that otherwise complies with Section 6.1(a) upon a sale or other disposition outside the ordinary course of business during the continuance of an Event of Default under the ABL Loan Documents or in an Insolvency or Liquidation Proceeding, shall be applied: firsthereof, to the payment of any reasonable administrative claim, professional fee and U.S. trustee or clerk of the court fee “carveouts”, in each case under this clause (ii), consented to in writing by the ABL Claims in accordance with Agent to be paid prior to the ABL Loan Documents until a Discharge of ABL Claims has occurredObligations, second, to the payment of the Term/Note Claims ABL Obligations in accordance with the Term/Note ABL Documents and until the Intercreditor and Collateral Agency Agreement until a Discharge of Term/Note Claims has ABL Obligations shall have occurred, third, to the payment of the Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred, and thirdfourth, the balance, if any, to the Grantors or to whosoever may be lawfully entitled to receive the same Loan Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. Each The ABL Agent, on behalf of itself the Term Agent and each Junior Agent that becomes a party to this Agreement hereby agree that all ABL LenderPriority Collateral, ABL Priority Proceeds and each Term/Note Agentall other Proceeds thereof, on behalf received by either of itself and each applicable Term/Note Holder, hereby agrees that them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral or proceeds thereof, regardless of source or form, received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the Exercise of Any Secured Creditor Remedies (whether during an Insolvency or Liquidation Proceeding or otherwise), or in connection with any distribution on account of ABL Priority Collateral (or any claim secured thereby) upon a sale or other disposition outside the ordinary course of business during the continuance of an Event of Default under the ABL Loan Documents or in an Insolvency or Liquidation Proceeding, shall be applied: , first, to the payment of costs and expenses of the ABL Claims Agent in accordance connection with the ABL Loan Documents until a Discharge such Exercise of ABL Claims has occurredSecured Creditor Remedies, second, to the payment or cash collateralization of the Term/Note Claims ABL Obligations in - 44 - 39168701_7 accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred, third, to the payment of the Term Obligations in accordance with the Term/Note Term Documents until the Discharge of Term Obligations shall have occurred, fourth, to the payment of the Junior Obligations secured by an interest in such Junior Shared Collateral, which payment shall be made between and among the Junior 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 Junior Agents, each on behalf of itself and the Intercreditor and Collateral Agency Agreement until a Discharge of Term/Note Claims has occurredJunior Secured Parties represented thereby), and thirdfifth, the balance, if any, to the Grantors or to whosoever may be lawfully entitled to receive the same Credit Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. Each The ABL AgentAgent and the Notes Collateral Agents hereby agree that all ABL Priority Collateral, on behalf ABL Priority US-DOCS\116541863.10 Proceeds and all other Proceeds thereof, received by either of itself and each ABL Lender, and each Term/Note Agent, on behalf them in connection with any Exercise of itself and each applicable Term/Note Holder, hereby agrees that Secured Creditor Remedies with respect to the ABL Priority Collateral or proceeds thereof, regardless of source or form, received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the Exercise of Any Secured Creditor Remedies (whether during an Insolvency or Liquidation Proceeding or otherwise), or in connection with any distribution on account of ABL Priority Collateral (or any claim secured thereby) upon a sale or other disposition outside the ordinary course of business during the continuance of an Event of Default under the ABL Loan Documents or in an Insolvency or Liquidation Proceeding, shall be applied: , first, to the payment of costs and expenses of the ABL Claims Agent in accordance connection with such Exercise of Secured Creditor Remedies to the extent provided in the ABL Loan Documents until a Discharge of ABL Claims has occurredDocuments, second, to the payment of the Term/Note Claims ABL Obligations in accordance with the Term/Note ABL Documents until the Discharge of ABL Obligations shall have occurred, third, other than with respect to the Canadian Collateral and the European Collateral, in which the Notes Collateral Agents have no claim or Lien, and any real estate collateral as to which the Notes Collateral Agents elected not to acquire or hold a Lien, to the payment of the Notes Obligations in accordance with the Notes Documents (including the Notes Pari Passu Intercreditor and Collateral Agency Agreement Agreement, if then in effect) until a the Discharge of Term/Note Claims has Notes Obligations shall have occurred, and thirdfourth, the balance, if any, to the Grantors or to whosoever may be lawfully entitled to receive the same Loan Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. Each The ABL Agent, on behalf of itself the Term Loan Agent and each any Additional Agent hereby agree that all ABL LenderPriority Collateral, and each Term/Note Agent, on behalf of itself and each applicable Term/Note Holder, hereby agrees that the ABL Priority Collateral or proceeds all Proceeds thereof, regardless received by any of source or form, received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the Exercise of Any Secured Creditor Remedies (whether during an Insolvency or Liquidation Proceeding or otherwise), or them in connection with any distribution on account Exercise of ABL Priority Collateral (or any claim secured thereby) upon a sale or other disposition outside the ordinary course of business during the continuance of an Event of Default under the ABL Loan Documents or in an Insolvency or Liquidation Proceeding, Secured Creditor Remedies shall be applied: , first, to the payment of costs and expenses of the ABL Claims Agent, the Term Loan Agent or any Additional Agent, as applicable, in accordance connection with the ABL Loan Documents until a Discharge such Exercise of ABL Claims has occurredSecured Creditor Remedies, second, to the payment of the Term/Note Claims ABL Obligations in accordance with the Term/Note ABL Documents until the Discharge of ABL Obligations shall have occurred, third, to the payment of (x) the Term Loan Obligations and in accordance with the Term Loan Documents until the Discharge of Term Loan Obligations shall have occurred and (y) any Additional Obligations in accordance with the applicable Additional Documents until the Discharge of Additional Obligations shall have occurred, which payment shall be made to the Term Loan Collateral Representative to be allocated between and among the Term Loan 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 Intercreditor and Collateral Agency Agreement until a Discharge of Term/Note Claims has occurredAdditional Creditors represented thereby, and thirdthe Term Loan Agent, on behalf of itself and the Term Loan 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 or as a court of competent jurisdiction may direct.