ABL Priority Collateral. The Administrative Agent shall be satisfied with the valid perfected First Priority security interest in favor of Collateral Agent, for the benefit of Secured Parties, in the ABL Priority Collateral.
ABL Priority Collateral. Notwithstanding anything herein to the contrary, prior to the Discharge of ABL Obligations, the requirements under this Agreement to deliver or grant control over ABL Priority Collateral to the Collateral Agent, or to give any notice to any Person or in respect of the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Priority Collateral, shall be deemed satisfied if the Grantors comply with the requirements of the similar provision of the applicable ABL Credit Document (as defined in the Intercreditor Agreement). Until Discharge of ABL Obligations, the delivery of any ABL Priority Collateral to the ABL Collateral Agent (as defined in the Intercreditor Agreement) pursuant to the ABL Credit Documents as bailee or agent for the Collateral Agent shall satisfy any delivery requirement hereunder or under any other Loan Document.
ABL Priority Collateral. Notwithstanding anything herein to the contrary, prior to the Discharge of ABL Obligations (as defined in the Intercreditor Agreement), the requirements of this Agreement to deliver or grant control over ABL Priority Collateral to the Collateral Agent shall be deemed satisfied by delivery of or granting control over such ABL Priority Collateral to the ABL Agent as bailee for the Collateral Agent pursuant to the Intercreditor Agreement.
ABL Priority Collateral. Within 3 Business Days after the date of receipt by any Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by a Loan Party of any ABL Priority Collateral (including casualty losses or condemnations) in excess of $500,000 individually, or $1,000,000 in the aggregate in any fiscal year, other than sales or dispositions permitted under clauses (b), (c), (f), (j), (l), (m) or (q) of the definition of Permitted Dispositions, Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sale or disposition, provided that during any Trigger Period, concurrently with the receipt of any Net Cash Proceeds in connection with this clause (A), 100% of such proceeds shall be immediately deposited into Agent’s Account and used to prepay Advances and/or provide for Letter of Credit Collateralization in accordance with Section 2.4(f).
ABL Priority Collateral. All Proceeds of ABL Priority Collateral resulting from the Disposition of such Collateral pursuant to any Exercise of Secured Creditor Remedies (including a Default Disposition) or a Disposition during any Insolvency or Liquidation Proceedings, as and when received by the Senior Priority Agent, will be applied in the following order of application: First, to the payment of all costs and expenses incurred by the ABL Agent or any co-trustee or agent of the ABL Agent in connection with any such collection, sale, foreclosure or other realization upon the Collateral in accordance with the terms of this Agreement and the ABL Documents; Second, to the ABL Agent for application to the payment of all outstanding ABL Priority Obligations in such order as may be provided in the ABL Documents in an amount sufficient to pay in full in cash all outstanding ABL Priority Obligations (including the discharge or cash collateralization (at one hundred and three percent (103%) of the aggregate undrawn amount) of all outstanding letters of credit, if any, constituting ABL Priority Obligations and the cash collateralization (at one hundred percent (100%) of the outstanding amount) of Bank Product Obligations, if any, constituting ABL Priority Obligations), plus such other amounts necessary to cause the Discharge of ABL Priority Obligations ;
ABL Priority Collateral. 3.1. Lien Priorities. Exhibit K
ABL Priority Collateral. Notwithstanding anything herein to the contrary, prior to the Payment in Full of ABL Priority Debt (as defined in the Intercreditor Agreement), the requirements of this Agreement to deliver or grant control over ABL Priority Collateral to the Agent shall be deemed satisfied by delivery of or granting control over such ABL Priority Collateral to the ABL Collateral Agent as bailee for the Agent pursuant to the Intercreditor Agreement. The parties hereto acknowledge and agree that pursuant to the ABL Documents, the Grantors may from time to time seek collateral access agreements or landlord lien waiver agreements (collectively, the “ABL Collateral Access Agreements”). To the extent any such ABL Collateral Access Agreement is being sought in favor of the ABL Collateral Agent, the applicable Grantor shall, subject to the cooperation of the Agent, use commercially reasonable efforts to cause a substantially identical agreement to be executed in favor of the Collateral Agent; provided, however, that if the terms of any such ABL Collateral Access Agreements are not acceptable to the Agent, then the applicable Grantor shall not be required to obtain such ABL Collateral Access Agreements in favor of the Agent and the Grantor shall not be prevented from obtaining any such ABL Collateral Access Agreements in favor of the ABL Collateral Agent.
ABL Priority Collateral. Upon the exercise of remedies in respect of the ABL Collateral, the ABL Agent will apply the Proceeds received by the ABL Agent or any other ABL Secured Party of any collection, sale, foreclosure or other realization upon any ABL Priority Collateral and, after the Discharge of Term Obligations, the Proceeds of any collection, sale, foreclosure or other realization of any Term Priority Collateral by the ABL Agent or any other ABL Secured Party as expressly permitted hereunder, and the Proceeds of any title insurance policy required under any Term Document or ABL Document permitted to be received by it, in the following order of application: First, to the payment of all costs and expenses incurred by the ABL Agent or any co-trustee or agent of the ABL Agent in connection with any such collection, sale, foreclosure or other realization upon the Collateral in accordance with the terms of this Agreement; Second, to the ABL Agent for application to the payment of all outstanding ABL Obligations in such order as may be provided in the ABL Documents in an amount sufficient to pay in full in cash all outstanding ABL Obligations (including the discharge or cash collateralization (at one hundred and five percent (105%) of the aggregate undrawn amount) of all outstanding letters of credit, if any, constituting ABL Obligations and the cash collateralization (at one hundred percent (100%) of the outstanding amount) of Cash Management Obligations, if any, constituting ABL Obligations), together with the concurrent permanent reduction of the revolving loan commitment thereunder in an amount equal to the aggregate amount of such payment; Third, to the Designated Term Representative for application to the payment of all outstanding Term Obligations (pro rata to the outstanding amount of Term Obligations at such time) in such order as may be provided in the Term Documents in an amount sufficient to pay in full in cash all outstanding Term Obligations; Fourth, to the ABL Agent for application to the payment of all outstanding obligations under the ABL Documents that do not constitute ABL Obligations in such order as may be provided in the ABL Documents in an amount sufficient to pay in full in cash all such obligations, together with the concurrent permanent reduction of the revolving loan commitment thereunder in an amount equal to the aggregate amount of such payment; Fifth, to the Designated Term Representative for application to the payment of all outstanding obligations ...
ABL Priority Collateral. Notwithstanding anything herein to the contrary, to the extent Sections 5(a)(ii), 5(a)(iv), 5(a)(vi), 5(a)(vii), 5(a)(x), 5(b), 5(d), 5(e), 5(f) and 5(h) of this Security Agreement apply to any ABL Priority Collateral or require any action or impose any obligation on the part of the Grantor with respect to ABL Priority Collateral, the corresponding provisions of the ABL Security Documents shall control and such Grantor shall be deemed to have complied with its obligations under the applicable Section referenced above to the extent the Grantor has complied with its corresponding obligations under the ABL Security Documents.
ABL Priority Collateral. (i) Prior to the Discharge of ABL Obligations, any ABL Priority Collateral or 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 or otherwise) on account of, or from, ABL Priority Collateral, an interest in the ABL Priority Collateral or the value of any ABL Priority Collateral and (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, received by the Term Loan Agent, any Term Loan Secured Party, the Notes Agent or any Notes Secured Party in connection with the Exercise of Any Secured Creditor Remedy relating to the ABL Priority Collateral or otherwise (including as a result of misdirected proceeds) shall be segregated and held in trust for the benefit of and forthwith paid over to the ABL Agent (and/or its designees) for the benefit of the ABL Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The ABL Agent is hereby authorized to make any such endorsements as agent for the Term Loan Agent, any such Term Loan Secured Party, the Notes Agent or any such Notes Secured Party. This authorization is coupled with an interest and is irrevocable.
