Application of Proceeds of Shared Collateral. All Proceeds of Shared Collateral (other than Divisible Shared Collateral) held by the Collateral Agent in the Collateral Account while a Notice of Acceleration is in effect shall, to the extent available for distribution (it being understood that the Collateral Agent may liquidate investments prior to maturity in order to make a distribution pursuant to this Section 3.5(a)) and unless otherwise directed by the Applicable Directing Parties, as provided herein, be distributed (subject to the provisions of Sections 3.6 and 3.8) by the Collateral Agent on each Distribution Date in the following order of priority (with such distributions being made by the Collateral Agent to the respective Primary Holder Representatives for the Secured Parties entitled thereto, and each such Primary Holder Representative shall be responsible for insuring that amounts distributed to it are distributed to its Secured Parties in the order of priority set forth below): First: to the Collateral Agent (and other trustees appointed pursuant to this Agreement) for any unpaid Collateral Agent Fees (including as provided in Section 4.3) and then to any Secured Party that has theretofore advanced or paid any Collateral Agent Fees constituting administrative expenses allowable under Section 503(b) of the Bankruptcy Code, an amount equal to the amount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been reimbursed prior to such Distribution Date, and, if such moneys shall be insufficient to pay such amounts in full, then ratably to such Secured Parties in proportion to the amounts of such Collateral Agent Fees advanced by the respective Secured Parties and remaining unpaid on such Distribution Date; Second: to any Secured Party which has theretofore advanced or paid any Collateral Agent Fees other than such administrative expenses, an amount equal to the amount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been reimbursed prior to such Distribution Date, and, if such moneys shall be insufficient to pay such amounts in full, then ratably to such Secured Parties in proportion to the amounts of such Collateral Agent Fees advanced by the respective Secured Parties and remaining unpaid on such Distribution Date; Third: to any Holder Representative for any unpaid fees and expenses payable to such Person pursuant to the Secured Instruments and, if such moneys shall be insufficient to pay such amounts in full, ...
Application of Proceeds of Shared Collateral. The Revolving Credit Agent and the Note Collateral Agent hereby agree that all Collateral and all proceeds thereof (other than proceeds from any Excluded Assets (including Principal Property (as defined in the Revolving Credit Agreement)) and other Collateral not constituting Shared Collateral), received by either of them in connection with any Enforcement Action with respect to the Shared Collateral shall be applied, first, to the payment of costs and expenses of the Revolving Credit Agent in connection with such Enforcement Action, second, to the payment of the Revolving Debt up to the Maximum Revolving Debt Amount in accordance with the Revolving Loan Agreements, third, to the payment of the Secured HY Debt in accordance with the Secured HY Documents, fourth, to any other Revolving Debt outstanding in accordance with the Revolving Loan Agreements; and fifth, the balance, if any, to the Loan 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 Shared Collateral. The ABL Agent and each of the Term Agents hereby agree that all Shared Collateral and all Proceeds thereof, received by any of them shall be applied, first, to the payment of costs and expenses of the Agents in connection with the enforcement and realization upon such Shared Collateral, and second, to the payment of the Term Obligations and the ABL Obligations Pro Rata.
Application of Proceeds of Shared Collateral. The ABL Agent and the Cash Flow Agent hereby agree that all Shared Collateral and all Proceeds thereof, received by either of them shall be applied, second, to the payment of the Cash Flow Obligations and the ABL Obligations Pro Rata and third, 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).
Application of Proceeds of Shared Collateral. The ABL Agent and the Cash Flow Agent hereby agree that all Shared Collateral and all Proceeds thereof, received by either of them shall be applied, first, to the payment of costs and expenses of the Senior Agents in connection with the enforcement and realization upon such Shared Collateral, second, to the payment of the Cash Flow Obligations and the ABL Obligations Pro Rata and third, 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).
Application of Proceeds of Shared Collateral. The proceeds of any collection, sale or other realization of all or any part of the Shared Collateral pursuant hereto, and any other cash at the time held by the Collateral Trustee under Section 4 or this Section 5, shall be applied by the Collateral Trustee in the manner set forth in Section 4.01 of the Sharing Intercreditor Agreement; PROVIDED that if the Sharing Intercreditor Agreement shall not be in effect, such proceeds and cash shall be applied in the manner set forth in Section 5.02 of the Non-Sharing Intercreditor Agreement.
Application of Proceeds of Shared Collateral. Each Secured Party Agent, for and on behalf of itself and the Secured Parties represented thereby, hereby agrees that, all Shared Collateral, and all Proceeds thereof, received by the Secured Party Representative in connection with any Exercise of Secured Creditor Remedies shall be applied, first, to the payment, on a pro rata basis, of costs and expenses of the Secured Party Agents, in their capacity as such, in connection with such Exercise of Secured Creditor Remedies, second, to the payment, on a pro rata basis, of the Secured Obligations to the Secured Party Agents to be applied by such Secured Party Agents in accordance with the applicable Secured Debt Documents until the Discharge of Secured Obligations shall have occurred, and third, the balance, if any, to the Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.
Application of Proceeds of Shared Collateral. All Proceeds of Shared Collateral (other than Divisible Shared Collateral) held by the Collateral Agent in the Collateral Account while a Notice of Acceleration is in effect shall, to the extent available for distribution (it being understood that the Collateral Agent may liquidate investments prior to maturity in order to make a distribution pursuant to this Section 3.5(a)) and unless otherwise directed by the Applicable Directing Parties, as provided herein, be distributed (subject to the provisions of Sections 3.6 and 3.8) by the Collateral Agent on each Distribution Date in the following order of priority (with such distributions being made by the Collateral Agent to the respective Holder Representatives for the Secured Parties entitled thereto, and each such Holder Representative shall be responsible for insuring that amounts distributed to it are distributed to its Secured Parties in the order of priority set forth below):
Application of Proceeds of Shared Collateral
