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

Application of Proceeds of ABL Priority Collateral. The ABL Agent, the Note 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 Note Agent or any Additional Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies, second, to the payment of the ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred, third, to the payment of (x) the 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 applicable Additional Documents until the Discharge of Additional Obligations 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 (including as may be agreed pursuant to the Term Loan Priority Collateral Intercreditor Agreement)), 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.

Application of Proceeds of ABL Priority Collateral. The ABL Agent, the Note 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 Note 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 Documents Credit Agreement until the Discharge of ABL Obligations shall have occurred, third, to the payment of (x) the Note Obligations and in accordance with the Note Documents until the Discharge of Note Obligations shall have occurred and (y) any Additional ABL Obligations in accordance with the applicable Additional Documents ABL Credit Facility until the Discharge of Additional Obligations shall have occurredABL Obligations, which payment shall be made between and among the Note ABL Obligations and any Additional ABL Obligations on a pro rata basis (except (i) with respect to allocation of payments between the Note 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 Creditors ABL Secured Parties represented thereby, and the Note ABL Agent, on behalf of itself and the Noteholder 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 Creditors ABL Secured Parties represented thereby thereby), third, to the payment of (including 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 pursuant to 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 Priority Collateral Intercreditor Agreement)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 Note 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 Note 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 Documents Credit Agreement until the Discharge of ABL Obligations shall have occurred, third, to the payment of (x) the Note Obligations and in accordance with the Note Documents until the Discharge of Note Obligations shall have occurred and (y) any Additional ABL Obligations in accordance with the applicable Additional Documents ABL Credit Facility until the Discharge of Additional Obligations shall have occurredABL Obligations, which payment shall be made between and among the Note ABL Obligations and any Additional ABL Obligations on a pro rata basis (except (i) with respect to allocation of payments between the Note 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 Creditors ABL Secured Parties represented thereby, and the Note ABL Agent, on behalf of itself and the Noteholder 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 Creditors ABL Secured Parties represented thereby thereby), third, to the payment of (including 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 pursuant to 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 Priority Collateral Intercreditor Agreement)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 Note [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 Note [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 Documents Credit Agreement until the Discharge of ABL Obligations shall have occurred, third, to the payment of (x) the Note Obligations and in accordance with the Note Documents until the Discharge of Note Obligations shall have occurred and (y) any Additional ABL Obligations in accordance with the applicable Additional Documents ABL Credit Facility until the Discharge of Additional Obligations shall have occurredABL Obligations, which payment shall be made between and among the Note ABL Obligations and any Additional ABL Obligations on a pro rata basis (except (i) with respect to allocation of payments between the Note 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 Creditors ABL Secured Parties represented thereby, and the Note ABL Agent, on behalf of itself and the Noteholder 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 Creditors ABL Secured Parties represented thereby thereby), third, to the payment of (including x) the [Cash Flow] Obligations and in accordance with the [Cash Flow] Credit Agreement until the Discharge of [Cash Flow] Obligations and (y) any Additional [Cash Flow] Obligations in accordance with the applicable Additional [Cash Flow] Credit Facility until the Discharge of Additional [Cash Flow] Obligations, which payment shall be made between and among the [Cash Flow] Obligations and any Additional [Cash Flow] Obligations on a pro rata basis (except (i) with respect to allocation of payments between the [Cash Flow] Obligations and any Additional [Cash Flow] Obligations, as may be separately otherwise agreed pursuant in writing by and between the applicable Additional [Cash Flow] Agent, on behalf of itself and the Additional [Cash Flow] Secured Parties represented thereby, and the [Cash Flow] Agent, on behalf of itself and the [Cash Flow] Secured Parties, and (ii) with respect to allocation of payments among Additional [Cash Flow] Agents, as may be separately otherwise agreed in writing by and between or among any applicable Additional [Cash Flow] Agents, in each case on behalf of itself and the Term Loan Priority Collateral Intercreditor Agreement)Additional [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, [Cash Flow] Agent and Additional [Cash Flow] Agent shall provide the ABL Collateral Representative and the [Cash Flow] Collateral Representative with such information about the ABL Collateral Obligations or [Cash Flow] 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 Note [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 Note [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 Documents Credit Agreement until the Discharge of ABL Obligations shall have occurred, third, to the payment of (x) the Note Obligations and in accordance with the Note Documents until the Discharge of Note Obligations shall have occurred and (y) any Additional ABL Obligations in accordance with the applicable Additional Documents ABL Credit Facility until the Discharge of Additional Obligations shall have occurredABL Obligations, which payment shall be made between and among the Note ABL Obligations and any Additional ABL Obligations on a pro rata basis (except (i) with respect to allocation of payments between the Note 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 Creditors ABL Secured Parties represented thereby, and the Note ABL Agent, on behalf of itself and the Noteholder 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 Creditors ABL Secured Parties represented thereby (including as may be agreed pursuant to the Term Loan Priority Collateral Intercreditor Agreement)thereby), and fourth, the balance, if anythird, to the payment of (x) the [Cash Flow] Obligations and in accordance with the [Cash Flow] Credit Parties or to whosoever may be lawfully entitled to receive Agreement until the same or as a court Discharge of competent jurisdiction may direct.[Cash Flow] Obligations and

Application of Proceeds of ABL Priority Collateral. The ABL Agent, the Note 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 Note Agent or any Additional Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies, second, to the payment of the ABL Obligations in accordance with the ABL Loan Documents until the a Discharge of ABL Obligations shall have has occurred; (b) second, to the payment of the Term Loan Obligations in accordance with the Term Loan Documents until a Discharge of Term Loan Obligations has occurred; (c) third, to the payment of (x) the Note Obligations and in accordance with the Note Documents until the Discharge of Note Obligations shall have occurred and (y) any Additional Notes Obligations in accordance with the applicable Additional Notes Documents until the a Discharge of Additional Notes Obligations shall have has occurred, which payment shall be made between and among the Note Obligations and any Additional Obligations on a pro rata basis ; and (except (id) 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 (including as may be agreed pursuant to the Term Loan Priority Collateral Intercreditor Agreement)), 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.