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

Application of Proceeds of ABL Priority Collateral. Each ABL Agent, on behalf of itself and each ABL Lender, and each Term Loan Agent, on behalf of itself and each applicable Term Loan Lender, hereby agrees that the ABL Priority Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the Exercise of Any Secured Creditor Remedies, shall be applied: first, to the payment of the ABL Claims in accordance with the ABL Loan Documents until a Discharge of ABL Claims has occurred, second, to the payment of the Term Loan Claims in accordance with the Term Loan Documents until a Discharge of Term Loan Claims has occurred, third, to the Excess ABL Debt in accordance with the ABL Loan Documents until such obligations are paid in full in cash; fourth, to the Excess Term Loan Debt in accordance with the Term Loan Documents until such obligations are paid in full in cash; and fifth, the balance, if any, to the Grantors 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 The ABL Agent, on behalf of itself and each ABL Lender, Agent and each Term Loan AgentAgent hereby agree that all ABL Priority Collateral and all Proceeds thereof, on behalf received by any of itself and each applicable Term Loan Lender, hereby agrees that them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral or proceeds thereof received shall be applied, first, (i) to the payment of costs and expenses of the ABL Agent in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the Exercise of Any Secured Creditor Remedies, shall be applied: firstRemedies to the extent provided in the ABL Documents and (ii) in an Insolvency Proceeding and in connection with ABL DIP Financing that otherwise complies with Section 6.1(a) hereof, to the payment of any reasonable administrative claim, professional fee and U.S. trustee or clerk of the court fee “carveouts”, in each case under this clause (ii), consented to in writing by the ABL Claims in accordance with Agent to be paid prior to the ABL Loan Documents until a Discharge of ABL Claims has occurredObligations, second, to the payment of the Term Loan Claims ABL Obligations in accordance with the Term Loan ABL Documents until a the Discharge of Term Loan Claims has ABL Obligations shall have occurred, third, to the Excess ABL Debt in accordance with payment of the ABL Loan Documents until such obligations are paid in full in cash; fourth, to the Excess Term Loan Debt Obligations in accordance with the Term Loan Documents until such obligations are paid in full in cash; the Discharge of Term Obligations shall have occurred, and fifthfourth, the balance, if any, to the Grantors or to whosoever may be lawfully entitled to receive the same Loan Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. Each ABL Agent, on behalf of itself and each ABL Lender, and each Term Loan Term/Note Agent, on behalf of itself and each applicable Term Loan LenderTerm/Note Holder, hereby agrees that the ABL Priority Collateral or proceeds thereof thereof, regardless of source or form, received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the Exercise of Any Secured Creditor RemediesRemedies (whether during an Insolvency or Liquidation Proceeding or otherwise), or in connection with any distribution on account of ABL Priority Collateral (or any claim secured thereby) upon a sale or other disposition outside the ordinary course of business during the continuance of an Event of Default under the ABL Loan Documents or in an Insolvency or Liquidation Proceeding, shall be applied: first, to the payment of the ABL Claims in accordance with the ABL Loan Documents until a Discharge of ABL Claims has occurred, second, to the payment of the Term Loan Term/Note Claims in accordance with the Term Loan Term/Note Documents and the Intercreditor and Collateral Agency Agreement until a Discharge of Term Loan Term/Note Claims has occurred, and third, to the Excess ABL Debt in accordance with the ABL Loan Documents until such obligations are paid in full in cash; fourth, to the Excess Term Loan Debt in accordance with the Term Loan Documents until such obligations are paid in full in cash; and fifth, the balance, if any, to the Grantors 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 The ABL Agent, on behalf of itself the Term Agent and each Junior Agent that becomes a party to this Agreement hereby agree that all ABL LenderPriority Collateral, ABL Priority Proceeds and each Term Loan Agentall other Proceeds thereof, on behalf received by either of itself and each applicable Term Loan Lender, hereby agrees that them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the Exercise of Any Secured Creditor Remedies, shall be applied: , first, to the payment of costs and expenses of the ABL Claims Agent in connection with such Exercise of Secured Creditor Remedies, second, to the payment or cash collateralization of the ABL Obligations in accordance with the ABL Loan Documents until a the Discharge of ABL Claims has Obligations shall have occurred, secondthird, to the payment of the Term Loan Claims Obligations in accordance with the Term Loan Documents until a the Discharge of Term Loan Claims has Obligations shall have occurred, third, to the Excess ABL Debt in accordance with the ABL Loan Documents until such obligations are paid in full in cash; fourth, to the Excess Term Loan Debt payment of the Junior Obligations secured by an interest in accordance with such Junior Shared Collateral, which payment shall be made between and among the Term Loan Documents until such obligations are paid Junior Obligations on a pro rata basis (except as may be separately otherwise agreed in full in cash; writing by, and solely 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 Grantors or to whosoever may be lawfully entitled to receive the same Credit Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. Each The ABL Agent, on behalf of itself and each ABL Lender, Agent and each Term Loan AgentAgent hereby agree that all ABL Priority Collateral and all Proceeds thereof, on behalf received by any of itself and each applicable Term Loan Lender, hereby agrees that them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral or proceeds thereof received shall be applied, first, (i) to the payment of costs and expenses of the ABL Agent in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the Exercise of Any Secured Creditor Remedies, shall be applied: firstRemedies to the extent provided in the ABL Documents and (ii) in an Insolvency Proceeding and in connection with ABL DIP Financing that otherwise complies with Section 6.1(a) hereof, to the payment of any reasonable administrative claim, professional fee and U.S. trustee or clerk of the court fee “carveouts”, in each case under this clause (ii), consented to in writing by the ABL Claims in accordance with Agent to be paid prior to the ABL Loan Documents until a Discharge of ABL Claims has occurredObligations, second, to the payment of the Term Loan Claims ABL Obligations in accordance with the Term Loan ABL Documents until a the Discharge of Term Loan Claims has ABL Obligations shall have occurred, third, to the Excess ABL Debt in accordance with the ABL Loan Documents until such obligations are paid in full in cash; fourth, Designated Term Agent to be applied to the Excess payment of the Term Loan Debt Obligations in accordance with the Term Loan Documents and the Term Lender Intercreditor Agreement until such obligations are paid in full in cash; the Discharge of Term Obligations shall have occurred, and fifthfourth, the balance, if any, to the Grantors or to whosoever may be lawfully entitled to receive the same Loan Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. Each The ABL Agent, on behalf of itself and each ABL Lender, Collateral Agent and each Term Loan AgentCollateral Agent hereby agree that all ABL Priority Collateral, on behalf and all Proceeds thereof, received by any of itself and each applicable Term Loan Lender, hereby agrees that the them in connection with any Exercise of Any Secured Creditor Remedies with respect to ABL Priority Collateral or proceeds thereof received shall be applied, first, to the payment, on a pro rata basis, of costs and expenses of the ABL Collateral Agent and the ABL Administrative Agent in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the Exercise of Any Secured Creditor Remedies, shall be applied: first, to the payment of the ABL Claims in accordance with the ABL Loan Documents until a Discharge of ABL Claims has occurred, second, to the payment of the Term Loan Claims ABL Obligations in accordance with the Term Loan ABL Documents until a the Discharge of Term Loan Claims has ABL Obligations (other than contingent indemnity obligations with respect to then unasserted claims) shall have occurred, third, to the Excess ABL Debt payment of the Term Obligations in accordance with the ABL Loan distribution provisions of the Term Documents until such the Discharge of Term Obligations (other than contingent indemnity obligations are paid in full in cash; with respect to then unasserted claims) shall have occurred, and fourth, to the Excess Term Loan Debt in accordance with the Term Loan Documents until such obligations are paid in full in cash; and fifth, the balance, if any, to the Grantors 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 The ABL AgentAgent and the Term Agent hereby agree that all ABL Priority Collateral, on behalf ABL Priority Proceeds and all other Proceeds thereof, received by either of itself and each ABL Lender, and each Term Loan Agent, on behalf them in connection with any Exercise of itself and each applicable Term Loan Lender, hereby agrees that Secured Creditor Remedies with respect to the ABL Priority Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral upon the Exercise of Any Secured Creditor RemediesCollateral, shall be applied: , first, to the payment of costs and expenses of the ABL Claims Agent in connection with such Exercise of Secured Creditor Remedies; second, to the payment or discharge of the ABL Obligations (other than any Excess ABL Obligations) in accordance with the ABL Loan Documents until a Discharge of ABL Claims has occurred, secondDocuments; third, to the payment of the Term Loan Claims Obligations (other than any Excess Term Obligations) in accordance with the Term Loan Documents until a the Discharge of Term Loan Claims has Obligations (other than any Excess Term Obligations) shall have occurred, third; fourth, to the payment of any outstanding Excess ABL Debt Obligations in accordance with the ABL Loan Documents until such obligations are paid in full in cashthe Discharge of ABL Obligations shall have occurred; fourthfifth, to the Excess payment of any outstanding Term Loan Debt ABL Obligations in accordance with the Term Loan Documents until such obligations are paid in full in cashthe Discharge of Term Obligations shall have occurred; and fifthsixth, the balance, if any, to the Grantors or to whosoever may be lawfully entitled to receive the same Credit Parties or as a court of competent jurisdiction may direct.