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

Application of Proceeds of ABL Priority Collateral. The 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: first, shall be applied to the payment of the ABL Claims in accordance with the ABL Loan Documents until a Discharge of ABL Claims has occurred, second, shall be delivered to the Designated Term Loan Agent for application 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, if the Junior Lien Intercreditor Agreement is then in effect, shall be delivered to the Designated Junior Lien Representative (as defined in the Junior Lien Intercreditor Agreement) for application to the payment of Future Junior Lien Indebtedness in accordance with the Junior Lien Intercreditor Agreement until a Discharge of Junior Lien Obligations (as defined in the Junior Lien Intercreditor Agreement) has occurred, and fourth, the balance, if any, shall be delivered 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. The ABL Agent, on behalf of itself Agent and each of the Term Agents 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 shall be applied, first, 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: first, shall be applied second, to the payment of the ABL Claims Obligations in accordance with the ABL Loan Documents until a the Discharge of ABL Claims has Obligations shall have occurred, secondthird, shall be delivered to the Designated Term Loan Agent for application 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, if the Junior Lien Intercreditor Agreement is then in effect, shall be delivered to the Designated Junior Lien Representative (as defined in the Junior Lien Intercreditor Agreement) for application to the payment of Future Junior Lien Indebtedness in accordance with the Junior Lien Intercreditor Agreement until a Discharge of Junior Lien Obligations (as defined in the Junior Lien Intercreditor Agreement) has occurredObligations, and fourth, the balance, if any, shall be delivered 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. provided that if in connection with an Insolvency Proceeding, the Lien granted in favor of the ABL Agent or the ABL Secured Parties in respect of such ABL Priority 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 proceeds received with respect to the ABL Priority Collateral subject to avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the Term Obligations in accordance with the Term Documents until Discharge of Term Obligations shall have occurred.

Application of Proceeds of ABL Priority Collateral. 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 shall be applied, first, 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: first, shall be applied second, to the payment of the ABL Claims Obligations in accordance with the ABL Loan Documents until a the Discharge of ABL Claims has Obligations shall have occurred, secondthird, shall be delivered to the Designated Term Loan Agent for application 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, if the Junior Lien Intercreditor Agreement is then in effect, shall be delivered to the Designated Junior Lien Representative (as defined in the Junior Lien Intercreditor Agreement) for application to the payment of Future Junior Lien Indebtedness in accordance with the Junior Lien Intercreditor Agreement until a Discharge of Junior Lien Obligations (as defined in the Junior Lien Intercreditor Agreement) has occurredObligations, and fourth, the balance, if any, shall be delivered 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. provided that in connection with an Insolvency Proceeding, the Lien granted in favor of the ABL Agent or the ABL Secured Parties in respect of such ABL Priority 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 proceeds received with respect to the ABL Priority Collateral subject to avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the Term Obligations in accordance with the Term Documents until Discharge of Term Obligations shall have occurred.

Application of Proceeds of ABL Priority Collateral. The ABL Agent, the Term Loan Agent and any Additional Agent hereby agree that all ABL Priority Collateral, and all Proceeds thereof, received by any of them in connection with any Exercise of Secured Creditor Remedies shall be applied, first, to the payment of costs and expenses of the ABL Agent, the Term Loan Agent or any Additional Agent, as applicable, 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 (x) the Term Loan Obligations and in accordance with the Term Loan Documents until the Discharge of Term Loan Obligations shall have occurred and (y) any Additional Obligations in accordance with the applicable Additional Documents until the Discharge of Additional Obligations shall have occurred, which payment shall be made to the Term Loan Collateral Representative to be allocated between and among the Term Loan Obligations and any Additional Obligations as may be separately otherwise agreed in writing by and between the applicable Additional Agent, on behalf of itself and each ABL Lenderthe Additional Creditors represented thereby, and each the 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: first, shall be applied to the payment of the ABL Claims in accordance with the ABL Loan Documents until a Discharge of ABL Claims has occurred, second, shall be delivered to the Designated Term Loan Agent for application to the payment of the Term Loan Claims Secured Parties, and (ii) with respect to allocation of payments among Additional Agents, as may be separately otherwise agreed in accordance with writing by and between or among any applicable Additional Agents, in each case on behalf of itself and the Term Loan Documents until a Discharge of Term Loan Claims has occurred, third, if the Junior Lien Intercreditor Agreement is then in effect, shall be delivered to the Designated Junior Lien Representative (as defined in the Junior Lien Intercreditor Agreement) for application to the payment of Future Junior Lien Indebtedness in accordance with the Junior Lien Intercreditor Agreement until a Discharge of Junior Lien Obligations (as defined in the Junior Lien Intercreditor Agreement) has occurredAdditional Creditors represented thereby), and fourth, the balance, if any, shall be delivered 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.