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

Application of Proceeds of Senior Collateral. The Senior Representative and Junior Representative hereby agree that, whether or not a Proceeding has been commenced by or against any Grantor, all Senior Collateral, and all Proceeds thereof, received by either of them in connection with the collection, sale or disposition of Senior Collateral in an Enforcement Action shall be applied, first, to the payment of costs and expenses (including reasonable attorneys’ fees and expenses and court costs) of the Senior Representative in connection with such Enforcement Action, second, to the payment of the Senior Obligations in accordance with the Senior Documents until the Senior Obligations Payment Date, third, to the payment of costs and expenses (including reasonable attorneys’ fees and expenses and court costs) of the Junior Representative in connection with such Enforcement Action, fourth, to the payment of the Junior Debt in accordance with the Junior Documents until the Junior Obligations Payment Date, and fifth, the balance, if any, to the Grantors or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Nothing in this Section 4.1 is intended to or shall limit the right of the Agent and ABL Lenders, in the exercise of their sole and absolute discretion from time to time, from administering their revolving credit facility in the manner described in subsection (d) below despite the existence of an event of default under the ABL Loan Agreement.

Application of Proceeds of Senior Collateral. The Senior Representative and Junior Representative hereby agree thatSubject to clause (d) below, whether or not a any Insolvency Proceeding has been commenced by or against any GrantorLoan Party and whether or not any default or event of default under the Senior Documents has occurred, the Senior Representative and Junior Representative hereby agree that all Senior Collateral, and all Proceeds thereof, received by either of them in connection with the collection, sale or disposition of Senior Collateral in constituting an Enforcement Action shall be applied, first, to the payment of costs and expenses (including reasonable attorneys’ attorneys fees and expenses and court costs) of the Senior Representative Secured Parties in connection with such Enforcement Action, second, to the payment of the Senior Obligations in accordance with the Senior Documents until the Senior Obligations Payment Date, third, to the payment of costs and expenses (including reasonable attorneys’ fees and expenses and court costs) of the Junior Representative in connection with such Enforcement Action, fourth, to the payment of the Junior Debt Obligations in accordance with the Junior Documents until the Junior Obligations Payment Date, fourth, in respect of ABL Collateral or Proceeds thereof, to the payment of any ABL Excess Amount, and fifth, the balance, if any, to the Grantors Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Nothing in this Section 4.1 is intended to or shall limit the right of the Agent and ABL Lenders, in the exercise of their sole and absolute discretion from time to time, from administering their revolving credit facility in the manner described in subsection (d) below despite the existence of an event of default under the ABL Loan Agreement.

Application of Proceeds of Senior Collateral. The Senior Representative and Junior Representative hereby agree that, whether or not a Proceeding has been commenced by or against any Grantor, that all Senior Collateral, and all Proceeds thereof, received by either of them in connection with the collection, sale or disposition of Senior Collateral in pursuant to an Enforcement Action or other exercise of remedies shall be applied, , (i) first, to the payment of costs and expenses (including reasonable attorneys’ fees and expenses and court costs) of the Senior Representative in connection with such Enforcement Action, , (ii) second, to the payment of the Senior Obligations in accordance with the Senior Documents until the Senior Obligations Payment Date, , (iii) third, to the payment of costs and expenses (including reasonable attorneys’ fees and expenses and court costs) of the Junior Representative Obligations (other than Excess Debt in connection respect thereof) in accordance with such Enforcement Action, the terms thereof, (iv) fourth, to the payment of the Junior Senior Excess Debt in accordance with the Junior Documents terms thereof until paid in full, (v) fifth, to the payment of the Excess Debt in respect of the Junior Obligations Payment Datein accordance with the terms thereof until paid in full, and fifthand (vi) sixth, the balance, if any, to the Grantors Loan Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Nothing in this Section 4.1 is intended to or shall limit the right of the Agent and ABL Lenders, in the exercise of their sole and absolute discretion from time to time, from administering their revolving credit facility in the manner described in subsection (d) below despite the existence of an event of default under the ABL Loan Agreement.