Common use of ABL Priority Collateral Clause in Contracts

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. All Upon the exercise of remedies in respect of all or a material portion of the ABL Collateral, the ABL Agent will apply the Proceeds received by ABL Agent or any ABL Secured Party of any collection, sale, foreclosure or other realization upon any ABL Priority Collateral resulting from and, after the Disposition Discharge of such Term Obligations, the Proceeds of any collection, sale, foreclosure or other realization of any Term Priority Collateral pursuant by the ABL Agent as expressly permitted hereunder, and the Proceeds of any title insurance policy required under any Term Document or ABL Document permitted to any Exercise of Secured Creditor Remedies (including a Default Disposition) or a Disposition during any Insolvency or Liquidation Proceedings, as and when be received by the Senior Priority Agentit, 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 DocumentsAgreement; 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 five percent (103105%) of the aggregate undrawn amount) of all outstanding letters of credit, if any, constituting ABL Priority Obligations (one hundred and ten percent (110%) as to letters of credit payable in a currency other than United States dollars) and the cash collateralization (at one hundred percent (100%) of the outstanding amount) of Bank Product Cash Management Obligations, if any, constituting ABL Priority Obligations), plus together with the concurrent permanent reduction of the revolving loan commitment thereunder in an amount equal to the aggregate amount of such other payment; Third, to the Term Agent for application to the payment of all outstanding Term Obligations 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 Term Agent for application to the payment of all outstanding obligations under the Term Documents that do not constitute Term Obligations in such order as may be provided in the Term Documents in an amount sufficient to pay in full in cash all such obligations; and Sixth, any surplus remaining after the payment in full in cash of the amounts necessary described in the preceding clauses will be paid to cause the Discharge Parent or the applicable Grantor, as the case may be, its successors or assigns, or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, no application of any ABL Priority Obligations ;Collateral, or Proceeds thereof, received in the ordinary course of business (such ABL Priority Collateral, and the Proceeds thereof, “Ordinary Course Collections”) shall be accompanied by a permanent reduction of revolving loan commitments as provided in clause Second above and all Ordinary Course Collections received by ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, pursuant to the ABL Credit Agreement.