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

Application of Proceeds of ABL Priority Collateral. Subject to the provisions of Section 2.1(c), the ABL Agent and the Term Agent hereby agree that all ABL Priority Collateral, ABL Priority Proceeds and all other Proceeds thereof, received by either of them (i) in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral, (ii) in connection with the exercise of any right or remedy (including set off) relating to the ABL Priority Collateral, or (iii) following the commencement of any Insolvency Proceeding, in each case, shall be applied, first, to the payment of reasonable costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor Remedies, second, to the payment of the ABL Obligations (other than the Excess ABL Obligations) in accordance with the ABL Documents until the Discharge of ABL Obligations (other than the Excess ABL Obligations) shall have occurred, third, to the payment of the Term Obligations (other than the Excess Term Obligations) in accordance with the Term Documents until the Discharge of Term Obligations (other than the Excess Term Obligations) shall have occurred, fourth, to the payment of the Excess ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred, fifth, to the payment of the Excess Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred, and sixth, the balance, if any, to the Loan Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. Subject to the provisions of Section 2.1(c)The ABL Agent, the ABL Term Loan Agent and the Term any Additional Agent hereby agree that all ABL Priority Collateral, ABL Priority Proceeds and all other Proceeds thereof, received by either any of them (i) in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral, (ii) in connection with the exercise of any right or remedy (including set off) relating to the ABL Priority Collateral, or (iii) following the commencement of any Insolvency Proceeding, in each case, shall be applied, subject to Section 4.1(g) and Section 2.1(f), first, to the payment of reasonable 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 (other than the Excess ABL Obligations) in accordance with the ABL Documents until the Discharge of ABL Obligations (other than the Excess ABL Obligations) shall have occurred, third, to the payment of the Term Obligations (other than the Excess Term Obligations) in accordance with the Term Documents until the Discharge of Term Obligations (other than the Excess Term Obligations) shall have occurred, fourth, to the payment of the Excess ABL Obligations in accordance with the ABL Documents Credit Agreement until the Discharge of ABL Obligations shall have occurred and (y) any Additional ABL Obligations in accordance with the applicable Additional ABL Credit Facility until the Discharge of Additional ABL Obligations shall have occurred, fifthwhich 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 Excess Term Loan Obligations and in accordance with the Term Loan Credit Agreement until the Discharge of Term Loan Obligations shall have occurred and (y) any Additional Term Obligations in accordance with the applicable Additional Term Documents Credit Facility until the Discharge of Additional Term Obligations shall have occurred, which payment shall be made between and sixthamong 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 Loan 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. Subject to the provisions Each ABL Agent, on behalf of Section 2.1(c)itself and each ABL Lender, the ABL Agent and the each Term Agent Loan Agent, on behalf of itself and each applicable Term Loan Lender, hereby agree agrees that all ABL Priority Collateral, ABL Priority Proceeds and all other Proceeds thereof, received by either of them (i) in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral, (ii) Collateral or proceeds thereof received in connection with the exercise of any right sale or remedy (including set off) relating to the other disposition of, or collection on, such ABL Priority Collateral, or (iii) following Collateral upon the commencement Exercise of any Insolvency Proceeding, in each caseAny Secured Creditor Remedies, shall be applied, : first, to the payment of reasonable costs and expenses of the ABL Agent Claims in connection accordance with such Exercise the ABL Loan Documents until a Discharge of Secured Creditor RemediesABL Claims has occurred, second, to the payment of the ABL Obligations (other than the Excess ABL Obligations) Term Loan Claims in accordance with the ABL Term Loan Documents until the a Discharge of ABL Obligations (other than the Excess ABL Obligations) shall have Term Loan Claims has occurred, third, to the payment of Excess ABL Debt in accordance with the Term Obligations (other than ABL Loan Documents until such obligations are paid in full in cash; fourth, to the Excess Term Obligations) Loan Debt in accordance with the Term Loan Documents until the Discharge of Term Obligations (other than the Excess Term Obligations) shall have occurred, fourth, to the payment of the Excess ABL Obligations such obligations are paid in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred, full in cash; and fifth, to the payment of the Excess Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred, and sixth, the balance, if any, to the Loan Parties 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. Subject to the provisions of Section 2.1(c), the The ABL Agent and the each Term Agent hereby agree that all ABL Priority Collateral, ABL Priority Proceeds Collateral and all other Proceeds thereof, received by either any of them (i) in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral, (ii) in connection with the exercise of any right or remedy (including set off) relating to the ABL Priority Collateral, or (iii) following the commencement of any Insolvency Proceeding, in each case, Collateral shall be applied, first, (i) to the payment of reasonable costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor RemediesRemedies to the extent provided in the ABL Documents and (ii) in an Insolvency Proceeding and in connection with ABL DIP Financing that otherwise complies with Section 6.1(a) hereof, 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 Agent to be paid prior to the Discharge of ABL Obligations, second, to the payment of the ABL Obligations (other than the Excess ABL Obligations) in accordance with the ABL Documents until the Discharge of ABL Obligations (other than the Excess ABL Obligations) shall have occurred, third, to the payment of the Term Obligations (other than the Excess Term Obligations) in accordance with the Term Documents until the Discharge of Term Obligations (other than the Excess Term Obligations) shall have occurred, fourth, to the payment of the Excess ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred, fifththird, to the payment of the Excess Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred, and sixthfourth, the balance, if any, to the Loan Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. Subject to the provisions of Section 2.1(c), the The ABL Agent and the each Term Agent hereby agree that all ABL Priority Collateral, ABL Priority Proceeds Collateral and all other Proceeds thereof, received by either any of them (i) in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral, (ii) in connection with the exercise of any right or remedy (including set off) relating to the ABL Priority Collateral, or (iii) following the commencement of any Insolvency Proceeding, in each case, Collateral shall be applied, first, (i) to the payment of reasonable costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor RemediesRemedies to the extent provided in the ABL Documents and (ii) in an Insolvency Proceeding and in connection with ABL DIP Financing that otherwise complies with Section 6.1(a) hereof, 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 Agent to be paid prior to the Discharge of ABL Obligations, second, to the payment of the ABL Obligations (other than the Excess ABL Obligations) in accordance with the ABL Documents until the Discharge of ABL Obligations (other than the Excess ABL Obligations) shall have occurred, third, to the payment of the Term Obligations (other than the Excess Term Obligations) in accordance with the Term Documents until the Discharge of Term Obligations (other than the Excess Term Obligations) shall have occurred, fourth, to the payment of the Excess ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred, fifththird, to the Designated Term Agent to be applied to the payment of the Excess Term Obligations in accordance with the Term Documents and the Term Lender Intercreditor Agreement until the Discharge of Term Obligations shall have occurred, and sixthfourth, the balance, if any, to the Loan Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. Subject to the provisions of Section 2.1(c), the The ABL Agent and the Term Agent hereby agree that all ABL Priority Collateral, ABL Priority Proceeds and all other Proceeds thereof, received by either of them (i) in connection with any Exercise of Secured Creditor Remedies or pursuant to any Insolvency Proceeding with respect to the ABL Priority Collateral, (ii) in connection with the exercise of any right or remedy (including set off) relating to the ABL Priority Collateral, or (iii) following the commencement of any Insolvency Proceeding, in each case, Collateral shall be applied, first, to the payment of reasonable costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor Remedies, second, to the payment of the ABL Obligations (other than the Excess ABL Obligations) in accordance with the ABL Documents until the Discharge of ABL Obligations (other than the Excess ABL Obligations) shall have occurred, third, to the payment of the Term Obligations (other than the Excess Term Obligations) in accordance with the Term Documents until the Discharge of Term Obligations (other than the Excess Term Obligations) shall have occurred, fourth, to the payment of the Excess ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred, fifththird, to the payment of the Excess Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred, ; and sixthfourth, the balance, if any, to the Loan Parties or as a court of competent jurisdiction may direct. provided that in the event the Term 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, subordinated, or otherwise invalidated by a court of competent jurisdiction and the pro- visions of Section 5.3 would not be effective, then such proceeds received by the Term Agent 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 Term Obligations in accordance with the Term Documents until the Term Obligations shall have been paid in full in cash.

Application of Proceeds of ABL Priority Collateral. Subject to the provisions of Section 2.1(c), the The ABL Agent and the Term Note Agent hereby agree that all Proceeds of ABL Priority Collateral, ABL Priority Proceeds and all other Proceeds thereof, Collateral received by either of them (i) in connection with from any Exercise of Secured Creditor Remedies with respect to the ABL Priority CollateralCollateral (and including for this purpose, (ii) in connection with the exercise of any right or remedy (including set off) relating to the ABL Priority Collateral, or (iii) following the commencement of any Insolvency Proceeding, in each caseDefault Disposition), shall be applied, : first, to the payment of reasonable costs and expenses of the ABL Agent and ABL Control Agent (solely in its capacity as such) in connection with such Exercise of Secured Creditor RemediesRemedies (or of the Note Agent to the extent such Exercise of Secured Creditor Remedies is permitted under Section 2.3) or with such ABL Default Disposition, second, to the payment of the ABL Priority Obligations (other than the Excess ABL Obligations) in accordance with the ABL Documents Documents, with a corresponding permanent reduction in the aggregate commitments to extend credit under the ABL Credit Agreement in the amount of such payment, until the Discharge of ABL Priority Obligations (other than the Excess ABL Obligations) shall have occurred, third, to the payment of the Term Note Priority Obligations (other than the Excess Term Obligations) in accordance with the Term Note Documents until the Discharge of Term Note Priority Obligations (other than the Excess Term Obligations) shall have occurred, fourth, to the payment of the ABL Excess ABL Obligations in accordance with the ABL Documents Documents, with a corresponding permanent reduction in the aggregate commitments to extend credit under the ABL Credit Agreement in the amount of such payment, until the Discharge Payment in Full of ABL Obligations shall have occurred, fifth, to the payment of the Note Excess Term Obligations in accordance with the Term Note Documents until the Discharge Payment in Full of Term Note Obligations shall have occurred, and sixth, the balance, if any, to the Loan Parties Grantors or as a court of competent jurisdiction may directdirect or as may otherwise be required by applicable law.

Application of Proceeds of ABL Priority Collateral. Subject to the provisions of Section 2.1(c), the The ABL Agent and the Term Agent hereby agree that all ABL Priority Collateral, ABL Priority Proceeds and all other Proceeds thereof, received by either of them (i) in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral, (ii) in connection with the exercise of any right or remedy (including set off) relating to the ABL Priority Collateral, or (iii) following the commencement of any Insolvency Proceeding, in each case, shall be applied, first, to the payment of reasonable costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor Remedies, ; second, to the payment or discharge of the ABL Obligations (other than the any Excess ABL Obligations) in accordance with the ABL Documents until the Discharge of ABL Obligations (other than the Excess ABL Obligations) shall have occurred, Documents; third, to the payment of the Term Obligations (other than the any Excess Term Obligations) in accordance with the Term Documents until the Discharge of Term Obligations (other than the any Excess Term Obligations) shall have occurred, ; fourth, to the payment of the any outstanding Excess ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred, ; fifth, to the payment of the Excess any outstanding Term ABL Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred, ; and sixth, the balance, if any, to the Loan Credit Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. Subject to the provisions of Section 2.1(c), the The ABL Agent and the Term Agent hereby agree that all ABL Priority Collateral, ABL Priority Proceeds and all other Proceeds thereof, received by either of them (i) in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral, (ii) in connection with the exercise of any right or remedy (including set off) relating to the ABL Priority Collateral, or (iii) following the commencement of any Insolvency Proceeding, in each case, Collateral shall be applied, first, to the payment of reasonable costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor Remedies, second, to the payment of the ABL Obligations (other than the Excess ABL Obligations) in accordance with the ABL Documents until the Discharge of ABL Obligations (other than the Excess ABL Obligations) shall have occurred, third, to the payment of the Term Obligations (other than the Excess Term Obligations) in accordance with the Term Documents until the Discharge of Term Obligations (other than the Excess Term Obligations) shall have occurred, fourth, to the payment of the Excess ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred, fifth, to the payment of the Excess Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred, and sixth, the balance, if any, to the Loan 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 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 Term Obligations in accordance with the Term Documents until Discharge of Term Obligations shall have occurred.