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

Application of Proceeds of ABL Priority Collateral. The ABL Agent, the Term Loan Agent and any Additional Agent hereby agree that all ABL Priority Collateral, and all Proceeds thereof, received by any of them in connection with any Exercise of Secured Creditor Remedies shall be applied, first, to the payment of costs and expenses of the ABL Agent, the Term Loan Agent or any Additional Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies, second, to the payment of (x) the ABL Obligations in accordance with the ABL Credit Agreement until the Discharge of ABL Obligations and (y) any Additional ABL Obligations in accordance with the applicable Additional ABL Credit Facility until the Discharge of Additional ABL Obligations, which payment shall be made between and among the ABL Obligations and any Additional ABL Obligations on a pro rata basis (except (i) with respect to allocation of payments between the ABL Obligations and any Additional ABL Obligations, as may be separately otherwise agreed in writing by and between the applicable Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties, and (ii) with respect to allocation of payments among Additional ABL Agents, as may be separately otherwise agreed in writing by and between or among any applicable Additional ABL Agents, in each case on behalf of itself and the Additional ABL Secured Parties represented thereby), third, to the payment of (x) the Term Loan Obligations and in accordance with the Term Loan Credit Agreement until the Discharge of Term Loan Obligations and (y) any Additional Term Obligations in accordance with the applicable Additional Term Credit Facility until the Discharge of Additional Term Obligations, which payment shall be made between and among the Term Loan Obligations and any Additional Term Obligations on a pro rata basis (except (i) with respect to allocation of payments between the Term Loan Obligations and any Additional Term Obligations, as may be separately otherwise agreed in writing by and between the applicable Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, and (ii) with respect to allocation of payments among Additional Term Agents, as may be separately otherwise agreed in writing by and between or among any applicable Additional Term Agents, in each case on behalf of itself and the Additional Term Secured Parties represented thereby), 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. Each ABL Agent, Additional ABL Agent, Term Loan Agent and Additional Term Agent shall provide the ABL Collateral Representative and the Term Loan Collateral Representative with such information about the ABL Collateral Obligations or Term Loan Collateral Obligations represented by it as they may reasonably request in order to carry out the purposes of this Section 4.1.

Application of Proceeds of ABL Priority Collateral. The ABL Agent, the Term Loan Agent and any Additional Agent hereby agree that all ABL Priority Collateral, and all Proceeds thereof, received by any of them in connection with any Exercise of Secured Creditor Remedies or any Insolvency Proceeding shall be applied, subject to Section 2.1(f) and Section 4.1(h), first, to the payment of costs and expenses of the ABL Agent, the Term Loan Agent or any Additional Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies, second, to the payment of (x) the ABL Obligations in accordance with the ABL Credit Agreement until the Discharge of ABL Obligations and (y) any Additional ABL Obligations in accordance with the applicable Additional ABL Credit Facility until the Discharge of Additional ABL Obligations, which payment shall be made between and among the ABL Obligations and any Additional ABL Obligations on a pro rata basis (except (i) with respect to allocation of payments between the ABL Obligations and any Additional ABL Obligations, as may be separately otherwise agreed in writing by and between the applicable Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties, and (ii) with respect to allocation of payments among Additional ABL Agents, as may be separately otherwise agreed in writing by and between or among any applicable Additional ABL Agents, in each case on behalf of itself and the Additional ABL Secured Parties represented thereby), third, to the payment of (x) the Term Loan Obligations and in accordance with the Term Loan Credit Agreement until the Discharge of Term Loan Obligations and (y) any Additional Term Obligations in accordance with the applicable Additional Term Credit Facility until the Discharge of Additional Term Obligations, which payment shall be made between and among the Term Loan Obligations and any Additional Term Obligations on a pro rata basis (except (i) with respect to allocation of payments between the Term Loan Obligations and any Additional Term Obligations, as may be separately otherwise agreed in writing by and between the applicable Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, and (ii) with respect to allocation of payments among Additional Term Agents, as may be separately otherwise agreed in writing by and between or among any applicable Additional Term Agents, in each case on behalf of itself and the Additional Term Secured Parties represented thereby), 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. Each ABL Agent, Additional ABL Agent, Term Loan Agent and Additional Term Agent shall provide the ABL Collateral Representative and the Term Loan Collateral Representative with such information about the ABL Collateral Obligations or Term Loan Collateral Obligations represented by it as they may reasonably request in order to carry out the purposes of this Section 4.1.

Application of Proceeds of ABL Priority Collateral. The ABL Agent, the Term Loan Agent and any Additional the Notes Agent each hereby agree that all ABL Priority Collateral and the 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 on account of, or from, ABL Priority Collateral, an interest in the ABL Priority Collateral or the value of any ABL Priority Collateral and all Proceeds thereof(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, in each case, received by any either of them from the Exercise of Any Secured Creditor Remedies, or in connection with any Exercise Insolvency Proceeding (including for this purpose, any sale, transfer or other disposition of Secured Creditor Remedies all or any portion of the ABL Priority Collateral by a Grantor with the consent of the ABL Agent at any time that an Event of Default under the ABL Credit Agreement has occurred and is continuing), shall, except as otherwise expressly provided in Section 6.10, shall be applied, : (a) first, to the payment of costs and expenses of the ABL Agent, the Term Loan Agent or any Additional Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies, second, to the payment of (x) the ABL Obligations in accordance with the ABL Credit Agreement Loan Documents until the a Discharge of ABL Obligations and has occurred; (yb) any Additional ABL second, to the payment of the Term Loan Obligations in accordance with the applicable Additional ABL Credit Facility Term Loan Documents until the a Discharge of Additional ABL Obligations, which payment shall be made between and among the ABL Term Loan Obligations and any Additional ABL Obligations on a pro rata basis has occurred; (except (ic) with respect to allocation of payments between the ABL Obligations and any Additional ABL Obligations, as may be separately otherwise agreed in writing by and between the applicable Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties, and (ii) with respect to allocation of payments among Additional ABL Agents, as may be separately otherwise agreed in writing by and between or among any applicable Additional ABL Agents, in each case on behalf of itself and the Additional ABL Secured Parties represented thereby), third, to the payment of (x) the Term Loan Obligations and in accordance with the Term Loan Credit Agreement until the Discharge of Term Loan Obligations and (y) any Additional Term Notes Obligations in accordance with the applicable Additional Term Credit Facility Notes Documents until the a Discharge of Additional Term Obligations, which payment shall be made between and among the Term Loan Notes Obligations and any Additional Term Obligations on a pro rata basis has occurred; and (except (id) with respect to allocation of payments between the Term Loan Obligations and any Additional Term Obligations, as may be separately otherwise agreed in writing by and between the applicable Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, and (ii) with respect to allocation of payments among Additional Term Agents, as may be separately otherwise agreed in writing by and between or among any applicable Additional Term Agents, in each case on behalf of itself and the Additional Term Secured Parties represented thereby), and fourth, the balance, if any, to the Credit Parties Grantors or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each ABL Agent, Additional ABL Agent, Term Loan Agent and Additional Term Agent shall provide the ABL Collateral Representative and the Term Loan Collateral Representative with such information about the ABL Collateral Obligations or Term Loan Collateral Obligations represented by it as they may reasonably request in order to carry out the purposes of this Section 4.1.

Application of Proceeds of ABL Priority Collateral. The ABL Agent, the Term Loan [Cash Flow] Agent and any Additional Agent hereby agree that all ABL Priority Collateral, and all Proceeds thereof, received by any of them in connection with any Exercise of Secured Creditor Remedies shall be applied, subject to Section 4.1(h) and Section 2.1(f), first, to the payment of costs and expenses of the ABL Agent, the Term Loan [Cash Flow] Agent or any Additional Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies, second, to the payment of (x) the ABL Obligations in accordance with the ABL Credit Agreement until the Discharge of ABL Obligations and (y) any Additional ABL Obligations in accordance with the applicable Additional ABL Credit Facility until the Discharge of Additional ABL Obligations, which payment shall be made between and among the ABL Obligations and any Additional ABL Obligations on a pro rata basis (except (i) with respect to allocation of payments between the ABL Obligations and any Additional ABL Obligations, as may be separately otherwise agreed in writing by and between the applicable Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties, and (ii) with respect to allocation of payments among Additional ABL Agents, as may be separately otherwise agreed in writing by and between or among any applicable Additional ABL Agents, in each case on behalf of itself and the Additional ABL Secured Parties represented thereby), third, to the payment of (x) the Term Loan [Cash Flow] Obligations and in accordance with the Term Loan [Cash Flow] Credit Agreement until the Discharge of Term Loan [Cash Flow] Obligations and (y) any Additional Term Obligations in accordance with the applicable Additional Term Credit Facility until the Discharge of Additional Term Obligations, which payment shall be made between and among the Term Loan Obligations and any Additional Term Obligations on a pro rata basis (except (i) with respect to allocation of payments between the Term Loan Obligations and any Additional Term Obligations, as may be separately otherwise agreed in writing by and between the applicable Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, and (ii) with respect to allocation of payments among Additional Term Agents, as may be separately otherwise agreed in writing by and between or among any applicable Additional Term Agents, in each case on behalf of itself and the Additional Term Secured Parties represented thereby), 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. Each ABL Agent, Additional ABL Agent, Term Loan Agent and Additional Term Agent shall provide the ABL Collateral Representative and the Term Loan Collateral Representative with such information about the ABL Collateral Obligations or Term Loan Collateral Obligations represented by it as they may reasonably request in order to carry out the purposes of this Section 4.1.and

Application of Proceeds of ABL Priority Collateral. The ABL Agent, the Term Loan [Cash Flow] Agent and any Additional Agent hereby agree that all ABL Priority Collateral, and all Proceeds thereof, received by any of them in connection with any Exercise of Secured Creditor Remedies shall be applied, subject to Sections 4.1(h) and 2.1(f), first, to the payment of costs and expenses of the ABL Agent, the Term Loan [Cash Flow] Agent or any Additional Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies, second, to the payment of (x) the ABL Obligations in accordance with the ABL Credit Agreement until the Discharge of ABL Obligations and (y) any Additional ABL Obligations in accordance with the applicable Additional ABL Credit Facility until the Discharge of Additional ABL Obligations, which payment shall be made between and among the ABL Obligations and any Additional ABL Obligations on a pro rata basis (except (i) with respect to allocation of payments between the ABL Obligations and any Additional ABL Obligations, as may be separately otherwise agreed in writing by and between the applicable Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties, and (ii) with respect to allocation of payments among Additional ABL Agents, as may be separately otherwise agreed in writing by and between or among any applicable Additional ABL Agents, in each case on behalf of itself and the Additional ABL Secured Parties represented thereby), third, to the payment of (x) the Term Loan [Cash Flow] Obligations and in accordance with the Term Loan [Cash Flow] Credit Agreement until the Discharge of Term Loan [Cash Flow] Obligations and (y) any Additional Term [Cash Flow] Obligations in accordance with the applicable Additional Term [Cash Flow] Credit Facility until the Discharge of Additional Term [Cash Flow] Obligations, which payment shall be made between and among the Term Loan [Cash Flow] Obligations and any Additional Term [Cash Flow] Obligations on a pro rata basis (except (i) with respect to allocation of payments between the Term Loan [Cash Flow] Obligations and any Additional Term [Cash Flow] Obligations, as may be separately otherwise agreed in writing by and between the applicable Additional Term [Cash Flow] Agent, on behalf of itself and the Additional Term [Cash Flow] Secured Parties represented thereby, and the Term Loan [Cash Flow] Agent, on behalf of itself and the Term Loan [Cash Flow] Secured Parties, and (ii) with respect to allocation of payments among Additional Term [Cash Flow] Agents, as may be separately otherwise agreed in writing by and between or among any applicable Additional Term [Cash Flow] Agents, in each case on behalf of itself and the Additional Term [Cash Flow] Secured Parties represented thereby), and fourth, the balance, if any, to the Credit Parties or to whosoever whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. The ABL Canadian Collateral shall be applied to the payment of the ABL Obligations in accordance with the terms of the ABL Documents until the Discharge of ABL Obligations (to the extent secured thereby) shall have occurred. Each ABL Agent, Additional ABL Agent, Term Loan [Cash Flow] Agent and Additional Term [Cash Flow] Agent shall provide the ABL Collateral Representative and the Term Loan [Cash Flow] Collateral Representative with such information about the ABL Collateral Obligations or Term Loan [Cash Flow] Collateral Obligations represented by it as they may reasonably request in order to carry out the purposes of this Section 4.1.