Common use of Intercreditor Provisions Clause in Contracts

Intercreditor Provisions. (a) Notwithstanding (i) any provision ------------------------ hereof or of any other Loan Document and (ii) the priority of any Lien on the Collateral, all proceeds received by the Canadian Administrative Agent from the Canadian Facility Guarantees or from the exercise by the Canadian Administrative Agent of any of its remedies under any of the Canadian Security Documents or the Canadian Facility Guarantees shall be applied by the Canadian Administrative Agent as follows: First, to reimburse the Canadian Administrative Agent for all costs ----- and expenses incurred by them in administering the Collateral, the Canadian Facility Guarantees and the Canadian Security Documents and in enforcing rights thereunder; Second, to the Lenders or, in the case of any Specified Hedge ------ Agreement, any affiliate of any Lender, to pay principal of, accrued and unpaid interest on, and other amounts payable hereunder with respect to all indebtedness, obligations and liabilities of the U.S. Borrower under the Loan Documents (including, without limitation, the guarantee obligations of the U.S. Borrower pursuant to Section 12 and the obligations of the U.S. Borrower to cash collateralize U.S. L/C Obligations, but excluding any indebtedness, obligations and liabilities of any Loan Party with respect to the Tranche C Term Loans) and all amounts payable in respect of the Borrower Hedge Agreement Obligations, but only to the extent that, and only so long as, the Borrower Credit Agreement Obligations (as defined in the Guarantee and Collateral Agreement) are secured and guaranteed pursuant to the Guarantee and Collateral Agreement (all such non-excluded indebtedness, obligations and liabilities, collectively, the "First Priority -------------- Obligations"), ratably among the Lenders according to the amounts of First ----------- Priority Obligations owing to the Lenders or, in the case of any Specified Hedge Agreement, any affiliate of any Lender; Third, after payment in full of all of the amounts described in the ----- foregoing clauses First and Second of this paragraph (a), to the Canadian Borrower or the other Loan Parties entitled thereto or as otherwise may be required under applicable law. (b) Notwithstanding (i) any provision hereof or of any other Loan Document and (ii) the priority of any Lien on the Collateral, all proceeds received by the General Administrative Agent from the guarantees contained in the Guarantee and Collateral Agreement or from the exercise by the General Administrative Agent of any of its remedies under any of the Security Documents or the guarantees contained in the Guarantee and Collateral Agreement shall be applied by the General Administrative Agent as follows: First, to reimburse the General Administrative Agent for all costs and ----- expenses incurred by them in administering the Collateral and the Security Documents and in enforcing rights thereunder; Second, to the Lenders or, in the case of any Specified Hedge ------ Agreement, any affiliate of any Lender, to pay principal of, accrued and unpaid interest on, and other amounts payable hereunder with respect to all indebtedness, obligations and liabilities of the U.S. Borrower under the Loan Documents (including, without limitation, the guarantee obligations of the U.S. Borrower pursuant to Section 12 and the obligations of the U.S. Borrower to cash collateralize U.S. L/C Obligations, but excluding any indebtedness, obligations and liabilities of any Loan Party with respect to the Tranche C Term Loans) and all amounts payable in respect of the Borrower Hedge Agreement Obligations, but only to the extent that, and only so long as, the Borrower Credit Agreement Obligations (as defined in the Guarantee and Collateral Agreement) are secured and guaranteed pursuant to the Guarantee and Collateral Agreement (all such non-excluded indebtedness, obligations and liabilities, collectively, the "First Priority -------------- Obligations"), ratably among the Lenders according to the amounts of First ----------- Priority Obligations owing to the Lenders or, in the case of any Specified Hedge Agreement, any affiliate of any Lender; Third, after payment in full of the First Priority Obligations, to the ----- Tranche C Term Loan Lenders to pay the principal of, accrued and unpaid interest on, and other amounts payable hereunder with respect to, the Tranche C Term Loans; and Fourth, after payment in full of all of the amounts described in the ------ foregoing clauses First, Second and Third of this paragraph (b), to the U.S. Borrower or the other Loan Parties entitled thereto or as otherwise may be required under applicable law. (c) The General Administrative Agent, and the Canadian Administrative Agent under the direction of the General Administrative Agent, shall coordinate their exercise of remedies and the application of the proceeds thereof with the intent of causing the repayment of the largest possible amount of the indebtedness, obligations and liabilities of the Canadian Borrower under the Loan Documents before application toward such repayment of proceeds from (i) the guarantee of the U.S. Borrower under Section 12, (ii) the guarantee contained in the Guarantee and Collateral Agreement or (iii) any Security Document (other than the Canadian Security Documents). (d) Notwithstanding any provision hereof or of any other Loan Document, without the consent of a majority in outstanding principal amount of the Tranche C Term Loan 144 Lenders, neither Holdings nor any of its Subsidiaries will create, incur, assume or suffer to exist any Indebtedness that ranks senior or pari passu in right of payment or with respect to Collateral to the Tranche C Term Loans (either directly or indirectly, including without limitation through intercreditor arrangements or otherwise) other than Indebtedness which ranks pari passu in right of payment or with respect to collateral with the First Priority Obligations.

Intercreditor Provisions. (a) Notwithstanding (i) any ------------------------ provision ------------------------ hereof or of any other Loan Document and (ii) the priority of any Lien on the Collateral, all proceeds received by the Canadian Administrative Agent from the Canadian Facility Guarantees or from the exercise by the Canadian Administrative Agent of any of its remedies under any of the Canadian Security Documents or the Canadian Facility Guarantees shall be applied by the Canadian Administrative Agent as follows: First, to reimburse the Canadian Administrative Agent for all costs ----- and expenses incurred by them in administering the Collateral, the Canadian Facility Guarantees and the Canadian Security Documents and in enforcing rights thereunder; Second, to the Canadian Lenders or, in the case of any Specified Hedge ------ Agreement, any affiliate of any Lender, to pay principal of, accrued and ------ unpaid interest on, and other amounts payable hereunder with respect to all indebtedness, obligations and liabilities of the U.S. Canadian Borrower under the Loan Documents (including, without limitation, the guarantee obligations of the U.S. Borrower pursuant to Section 12 and the obligations of the U.S. Canadian Borrower to cash collateralize U.S. Canadian L/C Obligations and Acceptance Reimbursement Obligations, but excluding any indebtedness, obligations and liabilities of any Loan Party with respect to the Tranche C Term Loans) and all amounts payable in respect of the Borrower Hedge Agreement Obligations, but only to the extent that, and only so long as, the Borrower Credit Agreement Obligations (as defined in the Guarantee and Collateral Agreement) are secured and guaranteed pursuant to the Guarantee and Collateral Agreement (all such non-excluded indebtedness, obligations and liabilities, collectively, the "First Priority -------------- Obligations"), ratably among the Canadian Lenders according to the amounts of First ----------- Priority Obligations such indebtedness, liabilities and obligations owing to the Lenders or, in the case of any Specified Hedge Agreement, any affiliate of any LenderCanadian Lenders; and Third, after payment in full of all of the amounts described in the ----- foregoing clauses First and Second of this paragraph (a), to the Canadian Borrower or the other Loan Parties entitled thereto or as otherwise may be required under applicable law. (b) Notwithstanding (i) any provision hereof or of any other Loan Document and (ii) the priority of any Lien on the Collateral, all proceeds received by the General Administrative Agent from the guarantees contained in the Guarantee and Collateral Agreement or from the exercise by the General Administrative Agent of any of its remedies under any of the Security Documents or the guarantees contained in the Guarantee and Collateral Agreement shall be applied by the General Administrative Agent as follows: First, to reimburse the General Administrative Agent for all costs and ----- expenses incurred by them in administering the Collateral and the Security Documents and in enforcing rights thereunder; Second, to the Lenders or, in the case of any Specified Hedge ------ Agreement, any affiliate of any Lender, to pay principal of, accrued and unpaid ------ interest on, and other amounts payable hereunder with respect to all indebtedness, obligations and liabilities of the U.S. Borrower under the Loan Documents (including, without limitation, the guarantee obligations of the U.S. Borrower pursuant to Section 12 and the obligations of the U.S. Borrower to cash collateralize U.S. L/C Obligations, but excluding any indebtedness, obligations and liabilities of any Loan Party with respect to the Tranche C Term Loans) and all amounts payable in respect of the Borrower Hedge Agreement Obligations, but only to the extent that, and only so long as, the Borrower Credit Agreement Obligations (as defined in the Guarantee and Collateral Agreement) are secured and guaranteed pursuant to the Guarantee and Collateral Agreement (all such non-excluded indebtedness, obligations and liabilities, collectively, the "First Priority -------------- Obligations"), ratably among the Lenders according to the amounts of First ----------- Priority Obligations owing to the Lenders or, in the case of any Specified Hedge Agreement, any affiliate of any LenderLenders; Third, after payment in full of the First Priority Obligations, to the ----- Tranche C Term Loan Lenders to pay the principal of, accrued and unpaid interest on, and other amounts payable hereunder with respect to, the Tranche C Term Loans; and Fourth, after payment in full of all of the amounts described in the ------ foregoing clauses First, Second and Third of this paragraph (b), to the U.S. Borrower or the other Loan Parties entitled thereto or as otherwise may be required under applicable law. (c) The General Administrative Agent, and the Canadian Administrative Agent under the direction of the General Administrative Agent, shall coordinate their exercise of remedies and the application of the proceeds thereof with the intent of causing the repayment of the largest possible amount of the indebtedness, obligations and liabilities of the Canadian Borrower under the Loan Documents before application toward such repayment of proceeds from (i) the guarantee of the U.S. Borrower under Section 12, (ii) the guarantee contained in the Guarantee and Collateral Agreement or (iii) any Security Document (other than the Canadian Security Documents). (d) Notwithstanding any provision hereof or of any other Loan Document, without the consent of a majority in outstanding principal amount of the Tranche C Term Loan 144 Lenders, neither Holdings nor any of its Subsidiaries will create, incur, assume or suffer to exist any Indebtedness that ranks senior or pari passu in right of payment or with respect to Collateral to the Tranche C Term Loans (either directly or indirectly, including without limitation through intercreditor arrangements or otherwise) other than Indebtedness which ranks pari passu in right of payment or with respect to collateral with the First Priority Obligations.

Intercreditor Provisions. (a) Notwithstanding (i) any ------------------------ provision ------------------------ hereof or of any other Loan Document and (ii) the priority of any Lien on the Collateral, all proceeds received by the Canadian Administrative Agent from the Canadian Facility Guarantees or from the exercise by the Canadian Administrative Agent of any of its remedies under any of the Canadian Security Documents or the Canadian Facility Guarantees shall be applied by the Canadian Administrative Agent as follows: First, to reimburse the Canadian Administrative Agent for ----- all costs ----- and expenses incurred by them in administering the Collateral, the Canadian Facility Guarantees and the Canadian Security Documents and in enforcing rights thereunder; Second, to the Canadian Administrative Agent, the Lenders or ------ any affiliate of any Lender to pay all amounts payable in respect of Cash Management Losses owing by the Canadian Borrower or any Subsidiary thereof, ratably among the Canadian Administrative Agent, the Lenders or any affiliate of any Lender according to the amounts of such obligations owing to the Canadian Administrative Agent, the Lenders or any affiliate of any Lender; Third, to the Lenders or, in the case of any Specified Hedge ------ ----- Agreement, any affiliate of any Lender, to pay principal of, accrued and unpaid interest on, and other amounts payable hereunder with respect to all indebtedness, obligations and liabilities of the U.S. Canadian Borrower and its Subsidiaries under the Loan Documents (including, without limitation, the guarantee obligations of the U.S. Borrower pursuant to Section 12 and the obligations of the U.S. Canadian Borrower to cash collateralize U.S. Canadian L/C Obligations, but excluding any indebtedness, obligations and liabilities of any Loan Party with respect to the Tranche C Term Loans) and all amounts payable in respect of the Borrower any Specified Hedge Agreement Obligationsof the Canadian Borrower or any of its Subsidiaries, but only to the extent that, and only so long as, the obligations of the Canadian Borrower Credit under this Agreement Obligations (as defined in the Guarantee and Collateral Agreement) are secured and guaranteed pursuant to the Guarantee Canadian Security Documents and Collateral Agreement (all such non-excluded indebtedness, obligations and liabilities, collectively, the "First Priority -------------- Obligations")Canadian Facility Guarantees, ratably among the Lenders according to the amounts of First ----------- Priority Obligations such obligations owing to the Lenders or, in the case of any Specified Hedge Agreement, any affiliate of any Lender; ThirdFourth, after payment in full of all of the amounts ------ described in the ----- foregoing clauses First First, Second and Second Third of ----- ------ ----- this paragraph (a), to the Canadian Borrower or the other Loan Parties entitled thereto or as otherwise may be required under applicable law. (b) Notwithstanding (i) any provision hereof or of any other Loan Document and (ii) the priority of any Lien on the Collateral, all proceeds received by the General Administrative Agent from the guarantees contained in the Guarantee and Collateral Agreement or from the exercise by the General Administrative Agent of any of its remedies under any of the Security Documents or the guarantees contained in the Guarantee and Collateral Agreement shall be applied by the General Administrative Agent as follows: First, to reimburse the General Administrative Agent for all ----- costs and ----- expenses incurred by them in administering the Collateral and the Security Documents and in enforcing rights thereunder; Second, to the General Administrative Agent, the Lenders oror ------ any affiliate of any Lender to pay all amounts payable in respect of Cash Management Losses owing by the U.S. Borrower or any Subsidiary thereof, ratably among the General Administrative Agent, the Lenders or any affiliate of any Lender according to the amounts of such obligations owing to the General Administrative Agent, the Lenders or any affiliate of any Lender; Third, to the Lenders, or in the case of any Specified Hedge ------ ----- Agreement, any affiliate of any Lender, to pay principal of, accrued and unpaid interest on, and other amounts payable hereunder with respect to all indebtedness, obligations and liabilities of the U.S. Borrower and the Subsidiary Guarantors under the Loan Documents (including, without limitation, the guarantee obligations of the U.S. Borrower pursuant to Section 12 and the obligations of the U.S. Borrower to cash collateralize U.S. L/C Obligations, but excluding any indebtedness, obligations and liabilities of any Loan Party with respect to the Tranche C Term Loans) and all amounts payable in respect of the Borrower Hedge Agreement ObligationsObligations (as defined in the Guarantee and Collateral Agreement), but only to the extent that, and only so long as, the Borrower Credit Agreement Obligations (as defined in the Guarantee and Collateral Agreement) are secured and guaranteed pursuant to the Guarantee and Collateral Agreement (all such non-excluded indebtedness, obligations and liabilities, collectively, the "First Priority -------------- Obligations")Agreement, ratably among the Lenders according to the amounts of First ----------- Priority Obligations such obligations owing to the Lenders or, in the case of any Specified Hedge Agreement, any affiliate of any Lender; Third, after payment in full of the First Priority Obligations, to the ----- Tranche C Term Loan Lenders to pay the principal of, accrued and unpaid interest on, and other amounts payable hereunder with respect to, the Tranche C Term Loans; and Fourth, after payment in full of all of the amounts ------ described in the ------ foregoing clauses First, Second and Third of ----- ------ ----- this paragraph (b), to the U.S. Borrower or the other Loan Parties entitled thereto or as otherwise may be required under applicable law. (c) The General Administrative Agent, and the Canadian Administrative Agent under the direction of the General Administrative Agent, shall coordinate their exercise of remedies and the application of the proceeds thereof with the intent of causing the repayment of the largest possible amount of the indebtedness, obligations and liabilities of the Canadian Borrower under the Loan Documents before application toward such repayment of proceeds from (i) the guarantee of the U.S. Borrower under Section 12, (ii) the guarantee contained in the Guarantee and Collateral Agreement or (iii) any Security Document (other than the Canadian Security Documents)". (d) Notwithstanding any provision hereof or of any other Loan Document, without the consent of a majority in outstanding principal amount of the Tranche C Term Loan 144 Lenders, neither Holdings nor any of its Subsidiaries will create, incur, assume or suffer to exist any Indebtedness that ranks senior or pari passu in right of payment or with respect to Collateral to the Tranche C Term Loans (either directly or indirectly, including without limitation through intercreditor arrangements or otherwise) other than Indebtedness which ranks pari passu in right of payment or with respect to collateral with the First Priority Obligations.