Common use of Note Priority Collateral Clause in Contracts

Note Priority Collateral. All Proceeds of Note 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 Controlling Note Agent or any co-trustee or agent of the Controlling Note 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 applicable Note Documents; Second, to the Controlling Note Agent for application to the payment of all outstanding Note Priority Obligations in such order as may be provided in the Notes Intercreditor Agreement in an amount sufficient to pay in full in cash all outstanding Note Priority Obligations; Third, 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 discharge or 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 ; Fourth to the Senior Note Agent for application to the payment of all Excess Senior Note Debt, in such order as may be provided in the Senior Note Documents in an amount sufficient to pay in full in cash all such obligations; Fifth, to the Junior Note Agent for application to the payment of all Excess Junior Note Debt, in such order as may be provided in the Junior Note Documents in an amount sufficient to pay in full in cash all such obligations; Sixth, to the ABL Agent for application to the payment of all Excess ABL Debt, in such order as may be provided in the ABL Documents in an amount sufficient to pay in full in cash all such obligations; and Seventh, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will be paid to the Borrower, or the applicable Grantor, as the case may be, its successors or assigns, or as a court of competent jurisdiction may direct. ​ ​ ​ The application of Proceeds pursuant to paragraphs ‘First’ and ‘Second’ above shall be subject to the Terms of the Notes Intercreditor Agreement.