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

Application of Proceeds of ABL Priority Collateral. Each Secured Party Agent hereby agrees that all ABL Priority Collateral (other than the ABL Canadian 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 each Secured Party Agent in connection with such Exercise of Secured Creditor Remedies, second, to the payment of the ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred, third, to the payment, on a pro rata basis, of (x) the Cash Flow Obligations in accordance with the Cash Flow Documents until the Discharge of Cash Flow 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, 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.

Application of Proceeds of ABL Priority Collateral. Each Secured Party Agent hereby agrees that all ABL Priority Collateral (other than the ABL Canadian 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 each Secured Party Agent in connection with such Exercise of Secured Creditor Remedies, ; second, to the payment of the ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred, ; third, to the payment, on a pro rata basis, of (x) the Cash Flow 2025 Notes Obligations in accordance with the Cash Flow 2025 Notes Documents until the Discharge of Cash Flow 2025 Notes 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, ; 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.