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

Application of Proceeds of ABL Priority Collateral. The ABL Agent, the Term Agent and 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 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 or cash collateralization of the ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred, third, to the payment of the Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred, fourth, to the payment of the Junior Obligations secured by an interest in such Junior Shared Collateral, which payment shall be made between and among the Junior Obligations on a pro rata basis (except as may be separately otherwise agreed in 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 Credit Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. The Each ABL Agent, the Term Agent on behalf of itself and each Junior Agent ABL Lender, and each Term/Note Agent, on behalf of itself and each applicable Term/Note Holder, hereby agrees that becomes a party to this Agreement hereby agree that all the ABL Priority CollateralCollateral or proceeds thereof, regardless of source or form, received in connection with the sale or other disposition of, or collection on, such ABL Priority Proceeds and all other Proceeds thereofCollateral upon the Exercise of Any Secured Creditor Remedies (whether during an Insolvency or Liquidation Proceeding or otherwise), received by either of them or in connection with any Exercise distribution on account of Secured Creditor Remedies with respect to the 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 costs and expenses of the ABL Agent Claims in connection accordance with such Exercise the ABL Loan Documents until a Discharge of Secured Creditor RemediesABL Claims has occurred, second, to the payment or cash collateralization of the ABL Obligations Term/Note Claims in accordance with the ABL Term/Note Documents and the Intercreditor and Collateral Agency Agreement until the a Discharge of ABL Obligations shall have Term/Note Claims has occurred, and third, to the payment of the Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred, fourth, to the payment of the Junior Obligations secured by an interest in such Junior Shared Collateral, which payment shall be made between and among the Junior Obligations on a pro rata basis (except as may be separately otherwise agreed in 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 Credit Parties 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. The ABL Agent, the Term Agent on behalf of itself and each Junior Agent that becomes a party to this Agreement ABL Lender, and each Term Loan Agent, on behalf of itself and each applicable Term Loan Lender, hereby agree that all ABL Priority Collateral, ABL Priority Proceeds and all other Proceeds thereof, received by either of 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, : (a) 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 or cash collateralization of the ABL Obligations Claims in accordance with the ABL Loan Documents until the a Discharge of ABL Obligations shall have Claims has occurred; (b) second, thirdother than with respect to the Canadian ABL Exclusive Collateral, to the payment of the Term Obligations Loan Claims in accordance with the Term Loan Documents until the a Discharge of Term Obligations shall have Loan Claims has occurred; (c) third, to the payment of Excess ABL Debt in accordance with the ABL Loan Documents until such obligations are paid in full in cash; (d) fourth, to the payment of Excess Term Loan Debt in accordance with the Junior Obligations secured by an interest Term Loan Documents until such obligations are paid in such Junior Shared Collateral, which payment shall be made between and among the Junior Obligations on a pro rata basis full in cash; and (except as may be separately otherwise agreed in 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 e) fifth, 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.