Common use of Insurance and Condemnation Awards Clause in Contracts

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Debt has not occurred, ABL Agent and the other ABL Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the ABL Documents, to settle and adjust claims in respect of the ABL Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Priority Collateral. So long as the Discharge of ABL Debt has not occurred, all Proceeds of any such policy and any such award, or any payments with respect to such a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents, (iii) third, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents and (v) fifth, if no Excess Term Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Debt, if Term Loan Agent or any other Term Loan Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment in respect of the ABL Priority Collateral, it shall pay such Proceeds over to ABL Agent in accordance with the terms of Section 4.2.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Debt has not occurred, ABL Agent and the other ABL Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the ABL Documents, to settle and adjust claims in respect of the ABL Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Priority Collateral. So long as the Discharge of ABL Debt has not occurred, all Proceeds of any such policy and any such award, or any payments with respect to such a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents, (iii) third, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents and (v) fifth, if no Excess Term Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Debt, if Term Loan Agent or any other Term Loan Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment in respect of the ABL Priority Collateralpayment, it shall pay such Proceeds over to ABL Agent in accordance with the terms of Section 4.2.

Insurance and Condemnation Awards. (a) So long as Until the Discharge of ABL Debt has not occurredObligations (other than the Excess ABL Obligations), ABL Agent and the other ABL Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors the Obligors under the ABL Documents, ABL Agent will have the exclusive right to settle and adjust claims in respect of the ABL Priority Collateral under policies of settlement for any losses covered by an insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of policy covering the ABL Priority Collateral. So long as the Discharge of ABL Debt has not occurred, all Proceeds of any such policy and any such award, to approve an award granted in a condemnation or any payments with respect to such similar proceeding (or a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed affecting the ABL DebtPriority Collateral, and all proceeds of such policy, award, or deed will be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents, (iii) third, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents applied in accordance with Section 2.4 and (v) fifththereafter, if no Excess Term Loan Debt is Obligations are outstanding, be paid to the payment to the owner of the subject property property, such other Person as may be entitled thereto, or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable lawdirect. Until the Discharge of ABL Debt, if Term Loan Agent or any other Obligations, and subject to the rights of the Obligors under the Term Loan Secured Party shallDocuments, at Term Lender will have the exclusive right to adjust settlement for any time, receive any Proceeds of any such losses covered by an insurance policy or any such award or payment in respect of covering the ABL Term Loan Priority Collateral, it shall pay and to approve an award granted in a condemnation or similar proceeding (or a deed in lieu of condemnation) affecting the Term Loan Priority Collateral, and all proceeds of such Proceeds over to ABL Agent policy, award, or deed will be applied in accordance with Section 2.4 and thereafter, if no ABL Obligations are outstanding, to the terms payment to the owner of Section 4.2the subject property, such other Person as may be entitled thereto, or as a court of competent jurisdiction may otherwise direct.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Revolving Loan Debt has not occurred, ABL Revolving Loan Agent and the other ABL Revolving Loan Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the ABL Revolving Loan Documents, to settle and adjust claims in respect of the ABL Revolving Loan Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Revolving Loan Priority Collateral. So long as the Discharge of ABL Revolving Loan Debt has not occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to such a deed in lieu of condemnation, shall (i2) first, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Revolving Loan Agent for the benefit of the Term Revolving Loan Secured Parties to the extent required under the applicable Term Revolving Loan Documents, (iii) third, up to Documents in an aggregate amount not to exceed the Excess ABL Maximum Priority Revolving Loan Debt, (3) second, be paid to ABL Notes Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Notes Secured Parties to the extent required under the applicable Term Loan Documents and Notes Documents, (v4) fifththird, if no Excess Term Notes Debt is outstanding, be paid to Revolving Loan Agent for the benefit of Revolving Loan Secured Parties for application to any unpaid Revolving Loan Debt in excess of the Maximum Priority Revolving Loan Debt, and (5) fourth, if no Revolving Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Revolving Loan Debt, if Term Loan Notes Agent or any other Term Loan Notes Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment in respect of the ABL Priority Collateralpayment, it shall pay such Proceeds proceeds over to ABL Revolving Loan Agent in accordance with the terms of Section 4.2.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Senior-Priority Debt has not occurred, ABL the Designated First Lien Debt Collateral Agent and the other ABL Secured Parties First Lien Debt Claimholders shall have the sole and exclusive right, subject to the rights of the Grantors under the First Lien Debt Documents and to the terms of the ABL DocumentsIntercreditor Agreement, to settle and adjust claims in respect of the ABL Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Priority Collateral. So long as the Discharge of ABL Senior-Priority Debt has not occurredoccurred (subject, in the case of any ABL Collateral, to the terms of the ABL Intercreditor Agreement), all Proceeds proceeds of any such policy and any such award, or any payments with respect to such a deed in lieu of condemnation, shall (ia) first, up to an amount not to exceed the ABL Debt, be paid to ABL the Designated First Lien Debt Collateral Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties First Lien Debt Claimholders to the extent required under the applicable Term Loan First Lien Debt Documents, (iiib) third, up to an amount not to exceed the Excess ABL Debtsecond, be paid to ABL the Designated Pari Passu Lien Collateral Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties Pari Passu Lien Claimholders to the extent required under the applicable Term Loan Pari Passu Lien Documents and (vc) fifththird, if no Excess Term Loan Pari Passu Lien Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or as may otherwise be required by applicable law. Until the Discharge of ABL Senior-Priority Debt, if Term Loan Agent any Collateral Trustee or any other Term Loan Secured Party Pari Passu Lien Claimholder shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment in respect of the ABL Priority Collateralpayment, it shall pay such Proceeds proceeds over to ABL the Designated First Lien Debt Collateral Agent in accordance with the terms of Section 4.2.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Priority Debt has not occurred, the ABL Agent and the other ABL Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors the Borrowers under the ABL Documents, to settle and adjust claims in respect of the ABL Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Priority Collateral. So long as the Discharge of ABL Priority Debt has not occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to such a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the ABL Debt, first be paid to the ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL DocumentsDocuments until the Priority Debt has been paid in full, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan the Collateral Agent for the benefit of the Term Loan Noteholder Secured Parties to the extent required under the applicable Term Loan DocumentsNoteholder Documents until the Discharge of Priority Noteholder Debt has occurred, (iii) third, up to an amount not to exceed the Excess ABL Debt, be paid to the ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL DocumentsDocuments until the ABL Debt has been paid in full, and (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents and (v) fifth, if no Excess Term Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Priority Debt, if Term Loan the Collateral Agent or any other Term Loan Noteholder Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment in respect of the ABL Priority Collateralpayment, it shall pay such Proceeds proceeds over to the ABL Agent in accordance with the terms of Section 4.2.. (b) After the Discharge of Priority Debt has occurred but before the Discharge of Priority Noteholder Debt has occurred, the Collateral Agent and the other Noteholder Secured Parties shall have the sole and exclusive right, subject to the rights of the Borrowers under the Noteholder Documents, to settle and adjust claims in respect of ABL Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Collateral. After the Discharge of Priority Debt has occurred but before the Discharge of Priority Noteholder Debt has occurred, all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i) first be paid to the Collateral Agent for the benefit of the Noteholder Secured Parties to the extent required under the Noteholder Documents until the Noteholder Debt has been paid in full, (ii) second, be paid to the ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Revolving Loan Debt has not occurred, ABL Revolving Loan Agent and the other ABL Revolving Loan Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the ABL Revolving Loan Documents, to settle and adjust claims in respect of the ABL Revolving Loan Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Revolving Loan Priority Collateral. So long as the Discharge of ABL Revolving Loan Debt has not occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to such a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Revolving Loan Agent for the benefit of the Term Revolving Loan Secured Parties to the extent required under the applicable Term Revolving Loan Documents, (iii) third, up to Documents in an aggregate amount not to exceed the Excess ABL Maximum Priority Revolving Loan Debt, (ii) second, be paid to ABL Notes Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Notes Secured Parties to the extent required under the applicable Term Loan Documents and Notes Documents, (viii) fifththird, if no Excess Term Notes Debt is outstanding, be paid to Revolving Loan Agent for the benefit of Revolving Loan Secured Parties for application to any unpaid Revolving Loan Debt in excess of the Maximum Priority Revolving Loan Debt, and (iv) fourth, if no Revolving Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Revolving Loan Debt, if Term Loan Notes Agent or any other Term Loan Notes Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment in respect of the ABL Priority Collateralpayment, it shall pay such Proceeds proceeds over to ABL Revolving Loan Agent in accordance with the terms of Section 4.2.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Priority Debt has not occurred, the ABL Agent and the other ABL Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors the Borrowers under the ABL Documents, to settle and adjust claims in respect of the ABL Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Priority Collateral. So long as the Discharge of ABL Priority Debt has not occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to such a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the ABL Debt, first be paid to the ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL DocumentsDocuments until the Priority Debt has been paid in full, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan the Collateral Agent for the benefit of the Term Loan Noteholder Secured Parties to the extent required under the applicable Term Loan DocumentsNoteholder Documents until the Discharge of Priority Noteholder Debt has occurred, (iii) third, up to an amount not to exceed the Excess ABL Debt, be paid to the ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL DocumentsDocuments until the ABL Debt has been paid in full, and (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents and (v) fifth, if no Excess Term Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Priority Debt, if Term Loan the Collateral Agent or any other Term Loan Noteholder Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment in respect of the ABL Priority Collateralpayment, it shall pay such Proceeds proceeds over to the ABL Agent in accordance with the terms of Section 4.2.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Debt has not occurred, ABL Agent and the other ABL Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the ABL Documents, to settle and adjust claims in respect of the ABL Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Priority Collateral. So long as the Discharge of ABL Debt has not occurred, all Proceeds of any such policy and any such award, or any payments with respect to such a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents, (iii) third, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents and (v) fifththird, if no Excess Term Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Debt, if Term Loan Agent or any other Term Loan Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment in respect of the ABL Priority Collateralpayment, it shall pay such Proceeds over to ABL Agent in accordance with the terms of Section 4.2.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Priority Debt has not occurred, the ABL Agent Lender and the other ABL Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors ABL Loan Parties under the ABL Documents, to settle and adjust claims in respect of the ABL Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Priority Collateral. So long as the Discharge of ABL Priority Debt has not occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to such a deed in lieu of condemnation, shall (i) first, up to an amount not to exceed the ABL Debt, first be paid to the ABL Agent Lender for the benefit of the ABL Secured Parties to the extent required under the ABL DocumentsDocuments until the Priority Debt has been paid in full, (ii) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan the Collateral Agent for the benefit of the Term Loan Noteholder Secured Parties to the extent required under the applicable Term Loan DocumentsNoteholder Documents until the Discharge of Noteholder Debt has occurred, (iii) third, up to an amount not to exceed the Excess ABL Debt, be paid to the ABL Agent Lender for the benefit of the ABL Secured Parties to the extent required under the ABL DocumentsDocuments until the ABL Debt has been paid in full, and (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents and (v) fifth, if no Excess Term Loan Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Priority Debt, if Term Loan the Collateral Agent or any other Term Loan Noteholder Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment in respect of the ABL Priority Collateralpayment, it shall pay such Proceeds proceeds over to the ABL Agent Lender in accordance with the terms of Section 4.2.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL First Lien Debt has not occurred, ABL the First Lien Agent and the other ABL First Lien Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the ABL First Lien Documents, to settle and adjust claims in respect of the ABL Priority Second Lien Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Priority Second Lien Collateral. So long as the Discharge of ABL First Lien Debt has not occurred, all Proceeds proceeds of any such policy and any such award, or any payments with respect to such a deed in lieu of condemnation, shall (ia) first, up to an amount not to exceed the ABL Debt, first be paid to ABL the First Lien Agent for the benefit of the ABL First Lien Secured Parties to the extent required under the ABL First Lien Documents, (iib) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan the Second Lien Collateral Agent for the benefit of the Term Loan Second Lien Secured Parties and application in accordance with the Second Lien Documents, to the extent required under the applicable Term Loan Documents, Second Lien Documents and (iiic) third, up to an amount not to exceed the Excess ABL Debt, be paid to ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents and (v) fifth, if no Excess Term Loan Second Lien Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL First Lien Debt, if Term Loan the Second Lien Collateral Agent or any other Term Loan Second Lien Secured Party shall, at any time, receive any Proceeds proceeds of any such insurance policy or any such award or payment in respect of the ABL Priority Collateralpayment, it shall pay such Proceeds proceeds over to ABL the First Lien Agent in accordance with the terms of Section 4.2.

Insurance and Condemnation Awards. (a) So long as the Discharge of ABL Revolving Loan Priority Debt has not occurred, ABL Revolving Loan Agent and the other ABL Revolving Loan Secured Parties shall have the sole and exclusive right, subject to the rights of U.S. Grantors under the ABL Revolving Loan Documents, to settle and adjust claims in respect of the ABL Revolving Loan Priority Collateral under policies of insurance and to approve any award granted in any condemnation condemnation, expropriation or similar proceeding, or any deed in lieu of condemnation or expropriation in respect of the ABL Revolving Loan Priority Collateral. So long as the Discharge of ABL Revolving Loan Priority Debt has not occurred, all Proceeds of any such policy and any such award, or any payments with respect to such a deed in lieu of condemnationcondemnation or expropriation, shall (ia) first, up to an amount not to exceed the ABL Debt, be paid to ABL Revolving Loan Agent for the benefit of the ABL Revolving Loan Secured Parties to the extent required under under, and for application in accordance with, the ABL Revolving Loan Documents, (iib) second, up to an amount not to exceed the Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under under, and for application in accordance with, the applicable Term Loan Documents, and (iiic) third, up to an amount not to exceed if the Excess ABL Debt, be paid to ABL Agent for the benefit Discharge of the ABL Secured Parties to the extent required under the ABL Documents, (iv) fourth, up to an amount not to exceed the Excess Term Loan Debt, be paid to Term Loan Agent for the benefit of the Term Loan Secured Parties to the extent required under the applicable Term Loan Documents and (v) fifth, if no Excess Term Loan Debt is outstandinghas occurred, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. Until the Discharge of ABL Revolving Loan Priority Debt, if Term Loan Agent or any other Term Loan Secured Party shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment in respect of the ABL Priority Collateralpayment, it shall pay such Proceeds over to ABL Revolving Loan Agent in accordance with the terms of Section 4.2.