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

Application of Proceeds of ABL Collateral. Prior to the Discharge of ABL Obligations, the ABL Agent and the Shared Collateral Agents hereby agree that all ABL Collateral and all Proceeds thereof, received by either of them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL 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 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 Shared CollateralTerm Obligations in accordance with the Shared CollateralTerm Documents until the Discharge of Term Obligations shall have occurred, and fourth, 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; provided that in the event any Shared Collateral Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any ABL Collateral and the Lien granted in favor of the ABL Agent or the ABL Secured Parties in respect of such ABL Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, the such proceeds received by such Shared Collateral Agent with respect to the ABL Collateral subject to avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the Shared Collateral Obligations in accordance with the Shared Collateral Documents.

Application of Proceeds of ABL Collateral. Prior to the Discharge of ABL Obligations, the ABL Agent and the Shared Collateral Agents hereby agree that all ABL Collateral and all Proceeds thereof, received by either of them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL 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 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 Shared CollateralTerm Collateral Obligations in accordance with the Shared CollateralTerm Documents until the Discharge of Term Obligations shall have occurredCollateral Documents, and fourth, 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; provided that in the event any Shared Collateral Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any ABL Collateral and the Lien granted in favor of the ABL Agent or the ABL Secured Parties in respect of such ABL Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, the such proceeds received by such Shared Collateral Agent with respect to the ABL Collateral subject to avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the Shared Collateral Obligations in accordance with the Shared Collateral Documents.

Application of Proceeds of ABL Collateral. Prior to the Discharge of ABL Obligations, the ABL Agent and the Shared Collateral Agents hereby agree that all ABL Collateral and all Proceeds thereof, received by either of them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL 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 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 Shared CollateralTerm Obligations in accordance with the Shared CollateralTerm Documents until the Discharge of Term Obligations shall have occurred, and fourth, 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; provided that in the event any Shared Collateral Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any ABL Collateral and the Lien granted in favor of the ABL Agent or the ABL Secured Parties in respect of such ABL Collateral has been voided, For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. Select as appropriate. Include bracketed language if there are either multiple Assignors or multiple Assignees. avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, the such proceeds received by such Shared Collateral Agent with respect to the ABL Collateral subject to avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the Shared Collateral Obligations in accordance with the Shared Collateral Documents.