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

Application of Proceeds of ABL Priority Collateral. The ABL Agent and the Notes Collateral Agents hereby agree that all ABL Priority Collateral, ABL Priority US-DOCS\116541863.10 Proceeds and all other Proceeds thereof, received by either of them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral shall be applied, first, to the payment of costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor Remedies to the extent provided in the ABL Documents, second, to the payment of the ABL Obligations in accordance with the 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 Agreement, if then in effect) until the Discharge of Notes Obligations shall have occurred, and fourth, the balance, if any, to the Loan Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. The ABL Agent and each of the Notes Collateral Term Agents hereby agree that all ABL Priority CollateralCollateral , ABL Priority US-DOCS\116541863.10 Proceeds and all other Proceeds thereof (in each case, other than any ABL Exclusive Collateral or any Proceeds thereof), received by either of them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral (other than any ABL Exclusive Collateral) shall be applied, #94592040v2 first, to the payment of costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor Remedies to the extent provided in the ABL DocumentsRemedies, second, to the payment payment, discharge or cash collateralization of the ABL Obligations in accordance with the 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 Term Obligations in accordance with the Notes Term Documents (including the Notes Pari Passu Intercreditor Agreement, if then in effect) until the Discharge of Notes Term Obligations shall have occurredoccurred (provided that no Proceeds of ABL Exclusive Collateral shall be applied under this clause third), and fourth, 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. The ABL Agent and the Notes Collateral Agents Term Agent hereby agree that all ABL Priority Collateral, ABL Priority US-DOCS\116541863.10 Proceeds and all other Proceeds thereof, received by either of them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral shall be applied, first, to the payment of costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor Remedies to the extent provided in the ABL DocumentsDocuments (or, if applicable by an Exercise of Secured Creditor Remedies against the ABL Priority Collateral by the Term Agent to the extent permitted hereunder, the costs and expenses of the Term Agent), second, to the payment of the ABL Obligations (other than Excess ABL Obligations) in accordance with the ABL Documents, 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 Excess ABL Obligations in accordance with the 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 Agreement, if then in effect) until the Discharge of Notes Obligations shall have occurred, and fourthfifth, the balance, if any, to the Loan Parties ABL Obligors or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. The ABL Agent and the Notes Collateral Agents Term Agent hereby agree that all ABL Priority Collateral, ABL Priority US-DOCS\116541863.10 Proceeds and all other Proceeds thereof, received by either of them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral shall be applied, first, to the payment of costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor Remedies to the extent provided in the ABL DocumentsRemedies, second, to the payment of the ABL Obligations in accordance with the 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 Agreement, if then in effect) until the Discharge of Notes Obligations shall have occurredTerm Obligations, and fourth, the balance, if any, to the Loan Credit Parties or as a court of competent jurisdiction may direct. provided that 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.

Application of Proceeds of ABL Priority Collateral. The ABL Agent and each of the Notes Collateral Term Agents hereby agree that all ABL Priority CollateralCollateral , ABL Priority US-DOCS\116541863.10 Proceeds and all other Proceeds thereof (in each case, other than any ABL Exclusive Collateral or any Proceeds thereof), received by either of them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral (other than any ABL Exclusive Collateral) shall be applied, first, to the payment of costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor Remedies to the extent provided in the ABL DocumentsRemedies, second, to the payment payment, discharge or cash collateralization of the ABL Obligations in accordance with the 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 Term Obligations in accordance with the Notes Term Documents (including the Notes Pari Passu Intercreditor Agreement, if then in effect) until the Discharge of Notes Term Obligations shall have occurredoccurred (provided that no Proceeds of ABL Exclusive Collateral shall be applied under this clause third), and fourth, 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. The ABL Agent and the Notes Collateral Agents Term Agent hereby agree that all ABL Priority Collateral, ABL Priority US-DOCS\116541863.10 Proceeds and all other Proceeds thereof, received by either of them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral shall be applied, 25 first, to the payment of costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor Remedies to the extent provided in the ABL Documents, second, to the payment of the ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred, third, other than with respect to the Canadian Collateral and the European Collateral, Collateral in which the Notes Collateral Agents have Term Agent has 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 Term Obligations in accordance with the Notes Term Documents (including the Notes Pari Passu Intercreditor Agreement, if then in effect) until the Discharge of Notes Term Obligations shall have occurred, and fourth, the balance, if any, to the Loan Parties or as a court of competent jurisdiction may direct.. (c)

Application of Proceeds of ABL Priority Collateral. The ABL Agent and each of the Notes Collateral Term Agents hereby agree that all ABL Priority Collateral, ABL Priority US-DOCS\116541863.10 Proceeds and all other Proceeds thereof, received by either of them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral shall be applied, first, to the payment of costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor Remedies to the extent provided in the ABL DocumentsRemedies, second, to the payment of the ABL Obligations in accordance with the 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 Agreement, if then in effect) until the Discharge of Notes Obligations shall have occurredTerm Obligations, and fourth, 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.

Application of Proceeds of ABL Priority Collateral. The ABL Agent and the Notes Collateral Agents Term Agent hereby agree that all ABL Priority Collateral, ABL Priority US-DOCS\116541863.10 Proceeds and all other Proceeds thereof, received by either of them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral shall be applied, first, to the payment of costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor Remedies to the extent provided in the ABL Documents, second, to the payment of the ABL Obligations (other than Excess ABL Obligations) in accordance with the ABL Documents, 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 Excess ABL Obligations in accordance with the 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 Agreement, if then in effect) until the Discharge of Notes Obligations shall have occurred, and fourthfifth, the balance, if any, to the Loan Parties ABL Obligors or as a court of competent jurisdiction may direct.