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

Application of Proceeds of ABL Priority Collateral. The ABL Agent, the First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term 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 the ABL Obligations in accordance with the ABL Credit Agreement until the Discharge of ABL Obligations, second, to the Term Loan Collateral Representative for application to the payment of the First Lien Term Loan Obligations, any Additional First Lien Term Obligations, the Second Lien Term Loan Obligations and any Additional Second Lien Term Obligations in accordance with the First/Second Lien Intercreditor Agreement and any applicable Other Intercreditor Agreement until the Discharge of Term Loan Collateral Obligations, and third, 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, First Lien Term Loan Agent, Second Lien 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 Obligations, the First Lien Term Loan Collateral Obligations and the Second Lien 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 First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term Agent hereby agree that all All ABL Priority Collateral, and all Proceeds thereof, received by the ABL Agent or any of them Cash Flow Collateral Agent in connection with any Exercise of Secured Creditor Remedies shall be appliedapplied as follows: first, firstto the payment of costs and expenses of the ABL Agent or any Cash Flow Collateral 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 Credit Agreement Documents until the Discharge of ABL ObligationsObligations shall have occurred, secondthird, to the Term Loan Collateral Representative for application to the payment of (w) the First Lien Term Loan Obligations, any Additional First Lien Term Obligations, the Second Lien Term Loan Obligations and any Additional Second Lien Term Obligations in accordance with the First/Second Lien Intercreditor Agreement and any applicable Other Intercreditor Agreement Term Documents until the Discharge of Term Loan Obligations shall have occurred, (x) the First Lien Note Obligations in accordance with the First Lien Note Documents until the Discharge of First Lien Note Obligations shall have occurred, (y) the Second Lien Note Obligations in accordance with the Second Lien Note Documents until the Discharge of Second Lien Note Obligations shall have occurred and (z) 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 such Cash Flow Collateral ObligationsObligations on a pro rata basis (except as may be separately otherwise agreed in writing by, and thirdsolely as between or among, any two or more Cash Flow Collateral Agents, each on behalf of itself and the Cash Flow Collateral Secured Parties represented thereby (including pursuant to the Cash Flow 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. Each The ABL Agent, First Lien Term Loan Agent, Second Lien Term Loan Agent and Additional Term Agent Canadian Collateral shall provide be applied to the payment of the ABL Collateral Representative and the Term Loan Collateral Representative Obligations secured thereby in accordance with such information about the ABL Obligations, Documents until the First Lien Term Loan Collateral Discharge of ABL Obligations and (to the Second Lien Term Loan Collateral Obligations represented by it as they may reasonably request in order to carry out the purposes of this Section 4.1extent secured thereby) shall have occurred.

Application of Proceeds of ABL Priority Collateral. The ABL Agent, the First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term 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 4.1(g), first, to the payment of costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor Remedies, second, to the payment of the ABL Obligations in accordance with the ABL Credit Agreement until the Discharge of ABL ObligationsObligations shall have occurred, secondthird, to the Term Loan Collateral Representative for application to the payment of (x) the First Lien Term Loan Obligations, any Additional First Lien Term Obligations, the Second Lien Term Loan Obligations and any Additional Second Lien Term Obligations in accordance with the First/Second Lien Intercreditor Agreement and any applicable Other Intercreditor Term Loan Credit Agreement until the Discharge of Term Loan Collateral Obligations shall have occurred and (y) any Additional Term Obligations in accordance with the applicable Additional Term Credit Facility until the Discharge of Additional Term Obligations shall have occurred, 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 in writing by and thirdbetween 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 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, First Lien Term Loan Agent, Second Lien Term Loan Agent and Additional Term Agent shall provide the ABL Collateral Representative Agent and the Term Loan Collateral Representative with such information about the ABL Obligations, the First Lien Term Loan Collateral Obligations and the Second Lien 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 AgentSubject to the provisions of Section 2.1(c), the First Lien Term Loan Agent, the Second Lien Term Loan ABL Agent and any Additional the Term Agent hereby agree that all ABL Priority Collateral, ABL Priority Proceeds and all other Proceeds thereof, received by any 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 Credit Agreement Documents until the Discharge of ABL ObligationsObligations shall have occurred, secondfifth, to the Term Loan Collateral Representative for application to the payment of the First Lien Term Loan Obligations, any Additional First Lien Term Obligations, the Second Lien Term Loan Obligations and any Additional Second Lien Excess Term Obligations in accordance with the First/Second Lien Intercreditor Agreement and any applicable Other Intercreditor Agreement Term Documents until the Discharge of Term Loan Collateral ObligationsObligations shall have occurred, and thirdsixth, the balance, if any, to the Credit Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each ABL Agent, First Lien Term Loan Agent, Second Lien 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 Obligations, the First Lien Term Loan Collateral Obligations and the Second Lien 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 First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term 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(g) and Section 2.1(f), first, to the payment of 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 in accordance with the ABL Credit Agreement until the Discharge of ABL Obligations, second, to the Term Loan Collateral Representative for application to the payment of the First Lien Term Loan Obligations, Obligations shall have occurred and (y) any Additional First Lien Term Obligations, the Second Lien Term Loan Obligations and any Additional Second Lien Term ABL Obligations in accordance with the First/Second Lien Intercreditor Agreement applicable Additional ABL Credit Facility until the Discharge of Additional ABL Obligations shall have occurred, which 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 Other Intercreditor 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 Term Loan Obligations and in accordance with the Term Loan Credit Agreement until the Discharge of Term Loan Collateral Obligations shall have occurred and (y) any Additional Term Obligations in accordance with the applicable Additional Term Credit Facility until the Discharge of Additional Term Obligations shall have occurred, 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 in writing by and thirdbetween 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 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, First Lien Term Loan Additional ABL Agent, Second Lien 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 Obligations, the First Lien Term Loan Collateral Obligations and the Second Lien 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 First Lien Term Loan Agent, the Second Lien Term Loan Cash Flow Agent and any Additional Term each Junior Agent that becomes a party to this Agreement hereby agree that all ABL Priority Collateral, ABL Priority Proceeds and all other Proceeds thereof, received by any 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, second, to the payment of the ABL Obligations in accordance with the ABL Credit Agreement Documents until the Discharge of ABL ObligationsObligations shall have occurred, secondthird, to the Term Loan Collateral Representative for application to the payment of the First Lien Term Loan Cash Flow Obligations, any Additional First Lien Term Obligationsfourth, to the Second Lien Term Loan payment of the Junior Obligations secured by an interest in such Junior Shared Collateral, which payment shall be made between and any Additional Second Lien Term among the Junior Obligations on a pro rata basis (except as may be separately otherwise agreed in accordance with the First/Second Lien Intercreditor Agreement and any applicable Other Intercreditor Agreement until the Discharge of Term Loan Collateral Obligationswriting by, and thirdsolely as between or among, any two or more Junior Agents, each on behalf of itself and the Junior Secured Parties represented thereby), and fifth, 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, First provided that if in connection with an Insolvency Proceeding, the Lien Term Loan Agent, Second Lien Term Loan Agent and Additional Term Agent shall provide granted in favor of the ABL Agent or the ABL Secured Parties in respect of such ABL Priority Collateral Representative has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the Term Loan Collateral Representative provisions of Section 2.1(a) and Section 5.3 would not be effective, the proceeds received with such information about respect to the ABL ObligationsPriority Collateral subject to avoidance, subordination or invalidation shall be applied, to the First Lien Term Loan Collateral extent permitted under applicable law, to the payment of the Cash Flow Obligations and in accordance with the Second Lien Term Loan Collateral Cash Flow Documents until Discharge of Cash Flow Obligations represented by it as they may reasonably request in order to carry out the purposes of this Section 4.1shall have occurred.

Application of Proceeds of ABL Priority Collateral. The ABL Agent, the First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term 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 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 Credit Agreement until the Discharge of ABL Obligations, second, to the Term Loan Collateral Representative for application to the payment of the First Lien Term Loan Obligations, Obligations and (y) any Additional First Lien Term Obligations, the Second Lien Term Loan Obligations and any Additional Second Lien Term ABL Obligations in accordance with the First/Second Lien Intercreditor Agreement applicable Additional ABL Credit Facility until the Discharge of Additional ABL Obligations, which 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 Other Intercreditor 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 Term Loan Obligations and in accordance with the Term Loan Credit Agreement until the Discharge of Term Loan Collateral 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 thirdamong 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 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, First Lien Term Loan Additional ABL Agent, Second Lien 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 Obligations, the First Lien Term Loan Collateral Obligations and the Second Lien 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 First Lien Term Loan Agent, the Second Lien Term Loan Note Agent and any Additional Term 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 Credit Agreement Documents until the Discharge of ABL ObligationsObligations shall have occurred, secondthird, to the Term Loan Collateral Representative for application to the payment of (x) the First Lien Term Loan Obligations, Note Obligations and in accordance with the Note Documents until the Discharge of Note Obligations shall have occurred and (y) any Additional First Lien Term Obligations, the Second Lien Term Loan Obligations and any Additional Second Lien Term Obligations in accordance with the First/Second Lien Intercreditor Agreement and any applicable Other Intercreditor Agreement Additional Documents until the Discharge of Term Loan Collateral 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 thirdbetween 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), 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, First Lien Term Loan Agent, Second Lien 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 Obligations, the First Lien Term Loan Collateral Obligations and the Second Lien 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 First Lien Term Loan Agent, the Second Lien Term Loan Note Agent and any Additional Term 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 Credit Agreement Documents until the Discharge of ABL ObligationsObligations shall have occurred, secondthird, to the Term Loan Collateral Representative for application to the payment of (x) the First Lien Term Loan Obligations, Note Obligations and in accordance with the Note Documents until the Discharge of Note Obligations shall have occurred and (y) any Additional First Lien Term Obligations, the Second Lien Term Loan Obligations and any Additional Second Lien Term Obligations in accordance with the First/Second Lien Intercreditor Agreement and any applicable Other Intercreditor Agreement 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 ObligationsIntercreditor Agreement)), and thirdfourth, 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, First Lien Term Loan Agent, Second Lien 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 Obligations, the First Lien Term Loan Collateral Obligations and the Second Lien 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 First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term the Note Agent hereby agree that all Proceeds of ABL Priority Collateral, and all Proceeds thereof, Collateral received by any either of them in connection with from any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral (and including for this purpose, any ABL Default Disposition), shall be applied: first, firstto the payment of 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 Remedies (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 in accordance with the ABL 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 ObligationsPriority Obligations shall have occurred, secondthird, to the Term Loan Collateral Representative for application to the payment of the First Lien Term Loan Obligations, any Additional First Lien Term Obligations, the Second Lien Term Loan Obligations and any Additional Second Lien Term Note Priority Obligations in accordance with the First/Second Lien Intercreditor Agreement and any applicable Other Intercreditor Agreement Note Documents until the Discharge of Term Loan Collateral ObligationsNote Priority Obligations shall have occurred, fourth, to the payment of the ABL Excess Obligations in accordance with the ABL 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 Payment in Full of ABL Obligations shall have occurred, fifth, to the payment of the Note Excess Obligations in accordance with the Note Documents until the Payment in Full of Note Obligations shall have occurred, and thirdsixth, the balance, if any, to the Credit Parties or to whosoever may be lawfully entitled to receive the same Grantors or as a court of competent jurisdiction may direct. Each ABL Agent, First Lien Term Loan Agent, Second Lien 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 Obligations, the First Lien Term Loan Collateral Obligations and the Second Lien Term Loan Collateral Obligations represented direct or as may otherwise be required by it as they may reasonably request in order to carry out the purposes of this Section 4.1applicable law.

Application of Proceeds of ABL Priority Collateral. The ABL Agent, the First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term 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 the ABL Obligations in accordance with the ABL Credit Agreement Loan Documents until the a Discharge of ABL Obligations, Obligations has occurred; (b) second, to the Term Loan Collateral Representative for application to the payment of the First Lien Term Loan Obligations, any Additional First Lien Term Obligations, the Second Lien Term Loan Obligations and any Additional Second Lien Term Obligations in accordance with the First/Second Lien Intercreditor Agreement and any applicable Other Intercreditor Agreement Term Loan Documents until the a Discharge of Term Loan Collateral ObligationsObligations has occurred; (c) third, and thirdto the payment of the Notes Obligations in accordance with the Notes Documents until a Discharge of Notes Obligations has occurred; and (d) 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. Each ABL Agent, First Lien Term Loan Agent, Second Lien 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 Obligations, the First Lien Term Loan Collateral Obligations and the Second Lien 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 First Lien Term Loan Agent, the Second Lien Term Loan [Cash Flow] Agent and any Additional Term 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 [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 Credit Agreement until the Discharge of ABL Obligations, second, to the Term Loan Collateral Representative for application to the payment of the First Lien Term Loan Obligations, Obligations and (y) any Additional First Lien Term Obligations, the Second Lien Term Loan Obligations and any Additional Second Lien Term ABL Obligations in accordance with the First/Second Lien Intercreditor Agreement applicable Additional ABL Credit Facility until the Discharge of Additional ABL Obligations, which 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 Other Intercreditor 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 [Cash Flow] Obligations and in accordance with the [Cash Flow] Credit Agreement until the Discharge of Term Loan Collateral [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 thirdamong 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 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 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, First Lien Term Loan Additional ABL Agent, Second Lien Term Loan [Cash Flow] Agent and Additional Term [Cash Flow] Agent shall provide the ABL Collateral Representative and the Term Loan [Cash Flow] Collateral Representative with such information about the ABL Obligations, the First Lien Term Loan Collateral Obligations and the Second Lien Term Loan 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 First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional the Term Agent hereby agree that all ABL Priority Collateral, ABL Priority Proceeds and all other Proceeds thereof, received by any 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, 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 Credit Agreement Documents until the Discharge of ABL ObligationsObligations shall have occurred, secondfifth, to the Term Loan Collateral Representative for application to the payment of the First Lien Term Loan Obligations, any Additional First Lien Term Obligations, the Second Lien Term Loan Obligations and any Additional Second Lien Excess Term Obligations in accordance with the First/Second Lien Intercreditor Agreement and any applicable Other Intercreditor Agreement Term Documents until the Discharge of Term Loan Collateral ObligationsObligations shall have occurred, and thirdsixth, 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; provided that if, First in connection with an Insolvency Proceeding, the Lien Term Loan Agent, Second Lien Term Loan Agent and Additional Term Agent shall provide granted in favor of the ABL Agent or the ABL Secured Parties in respect of such ABL Priority Collateral Representative has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the Term Loan Collateral Representative provisions of Section 5.3 would not be effective, the Proceeds received with such information about respect to the ABL ObligationsPriority Collateral subject to avoidance, subordination or invalidation shall be applied, to the First Lien extent permitted under applicable law, to the payment of the Term Loan Collateral Obligations and in accordance with the Second Lien Term Loan Collateral Documents until Discharge of Term Obligations represented by it as they may reasonably request in order to carry out the purposes of this Section 4.1shall have occurred.

Application of Proceeds of ABL Priority Collateral. The ABL Agent, the First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term 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 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 Credit Agreement until the Discharge of ABL Obligations, second, to the Term Loan Collateral Representative for application to the payment of the First Lien Term Loan Obligations, Obligations and (y) any Additional First Lien Term Obligations, the Second Lien Term Loan Obligations and any Additional Second Lien Term ABL Obligations in accordance with the First/Second Lien Intercreditor Agreement applicable Additional ABL Credit Facility until the Discharge of Additional ABL Obligations, which 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 Other Intercreditor 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 Term Loan Obligations and in accordance with the Term Loan Credit Agreement until the Discharge of Term Loan Collateral 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 thirdamong 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 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, First Lien Term Loan Additional ABL Agent, Second Lien 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 Obligations, the First Lien Term Loan Collateral Obligations and the Second Lien 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 First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional the Term Agent hereby agree that all ABL Priority Collateral, ABL Priority Proceeds and all other Proceeds thereof, received by any 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, second, to the payment of the ABL Priority Obligations in accordance with the ABL Credit Agreement Documents until the Discharge of ABL ObligationsObligations shall have occurred, secondthird, to the Term Loan Collateral Representative for application to the payment of the First Lien Term Loan Obligations, any Additional First Lien Term Obligations, the Second Lien Term Loan Obligations and any Additional Second Lien Term Priority Obligations in accordance with the First/Second Lien Intercreditor Agreement and Term Documents, fourth, to any applicable Other Intercreditor Agreement until ABL Obligations in excess of the Discharge amount of ABL Priority Obligations in accordance with the ABL Documents, fifth, to the payment of any Term Obligations in excess of the amount of Term Loan Collateral ObligationsPriority Obligations in accordance with the Term Documents, and thirdsixth, the balance, if any, to the ABL 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, First Lien Term Loan Agent, Second Lien Term Loan Agent and Additional ; provided that in the event the Term Agent shall provide 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 Representative 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 such proceeds received by the Term Loan Collateral Representative Agent with such information about respect to the ABL ObligationsPriority Collateral subject to avoidance, subordination or invalidation shall be applied, to the First Lien extent permitted under applicable law, to the payment of the Term Loan Collateral Obligations and in accordance with the Second Lien Term Loan Collateral Documents until Discharge of Term Obligations represented by it as they may reasonably request in order to carry out the purposes of this Section 4.1shall have occurred.

Application of Proceeds of ABL Priority Collateral. The ABL Agent, the First Lien Term Loan Agent, the Second Lien Term Loan Agent and any Additional Term 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 Term Loan 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 Credit Agreement Documents until the Discharge of ABL ObligationsObligations shall have occurred, secondthird, to the payment of (x) the Term Loan Obligations and in accordance with the Term Loan Documents until the Discharge of Term Loan 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 to the Term Loan Collateral Representative for application to be allocated between and among the payment of the First Lien Term Loan Obligations, any Additional First Lien Term Obligations, the Second Lien Term Loan Obligations and any Additional Second Lien 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 Term Obligations Loan Agent, on behalf of itself and the Term Loan Secured Parties, and (ii) with respect to allocation of payments among Additional Agents, as may be separately otherwise agreed in accordance with the First/Second Lien Intercreditor Agreement writing by and between or among any applicable Other Intercreditor Agreement until Additional Agents, in each case on behalf of itself and the Discharge of Term Loan Collateral ObligationsAdditional Creditors represented thereby), and thirdfourth, 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, First Lien Term Loan Agent, Second Lien 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 Obligations, the First Lien Term Loan Collateral Obligations and the Second Lien 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 First Lien Term Loan Agent, the Second Lien Term Loan [Cash Flow] Agent and any Additional Term 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 [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 Credit Agreement until the Discharge of ABL Obligations, second, to the Term Loan Collateral Representative for application to the payment of the First Lien Term Loan Obligations, Obligations and (y) any Additional First Lien Term Obligations, the Second Lien Term Loan Obligations and any Additional Second Lien Term ABL Obligations in accordance with the First/Second Lien Intercreditor Agreement applicable Additional ABL Credit Facility until the Discharge of Additional ABL Obligations, which 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 Other Intercreditor 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 [Cash Flow] Obligations and in accordance with the [Cash Flow] Credit Agreement until the Discharge of Term Loan Collateral Obligations, and third, 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, First Lien Term Loan Agent, Second Lien 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 Obligations, the First Lien Term Loan Collateral [Cash Flow] Obligations and the Second Lien Term Loan Collateral Obligations represented by it as they may reasonably request in order to carry out the purposes of this Section 4.1.and

Application of Proceeds of ABL Priority Collateral. The ABL Agent, the First Lien Term Loan Agent, and the Second First Lien Term Loan Agent and any Additional Term Notes Agent hereby agree that all ABL Priority Collateral, and all ABL Priority Proceeds thereof, received by any either of them in connection with any Exercise of Secured Creditor Remedies with respect to 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, second, to the payment of the ABL Obligations in accordance with the ABL Credit Agreement Documents until the Discharge of ABL ObligationsObligations shall have occurred, secondthird, subject to the terms of the Term Loan/Notes Intercreditor Agreement, to the Term Loan Collateral Representative for application to the payment payment, on a pro rata basis, of the First Lien Term Loan Obligations, any Additional First Lien Term Obligations, the Second Lien Term Loan Obligations and any Additional Second Lien Term Obligations in accordance with the FirstLoan/Second Lien Intercreditor Agreement and any applicable Other Intercreditor Agreement until the Discharge of Term Loan Collateral Notes Obligations, and thirdfourth, 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 ; provided that in the event any Term Loan/Notes Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any ABL Agent, First Priority Collateral and the Lien Term Loan Agent, Second Lien Term Loan Agent and Additional Term Agent shall provide granted in favor of the ABL Agent or the ABL Lenders in respect of such ABL Priority Collateral Representative has been voided, avoided or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received by such Term Loan Collateral Representative Loan/Notes Agent with such information about respect to the ABL ObligationsPriority Collateral shall be applied to the extent permitted by applicable law, subject to the First Lien terms of the Term Loan Collateral Loan/Notes Intercreditor Agreement, to the payment, on a pro rata basis, of the Term Loan/Notes Obligations and in accordance with the Second Lien Term Loan Collateral Loan/Notes Documents until the Discharge of the Term Loan/Notes Obligations represented by it as they may reasonably request in order to carry out the purposes of this Section 4.1shall have occurred.