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

Application of Proceeds of Term Priority Collateral. The ABL Agent and each of the Term Agents hereby agree that all Term Priority Collateral, Term Priority Proceeds and all other Proceeds thereof, received by either of them in connection with any Exercise of Secured Creditor Remedies with respect to the Term Priority Collateral shall be applied, first, to the payment of costs and expenses of the Controlling Term Agent in connection with such Exercise of Secured Creditor Remedies, second, to the payment of the Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred, third, to the payment of the ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred; and fourth, the balance, if any, to the Credit Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of Term Priority Collateral. The ABL Agent and each of the Term Agents hereby agree that all Term Priority Collateral, Term Priority Proceeds and all other Proceeds thereof, received by either of them in connection with any Exercise of Secured Creditor Remedies with respect to the Term Priority Collateral shall be applied, first, to the payment of costs and expenses of the Controlling each Term Agent in connection with such Exercise of Secured Creditor Remedies, second, to the payment payment, discharge or cash collateralization of the Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred, third, to the payment of the ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred; occurred (provided that no Proceeds of Term Exclusive Collateral shall be applied under this clause third), and fourth, the balance, if any, to the Credit Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of Term Priority Collateral. The ABL Agent and each of the Term Agents Agent hereby agree that all Term Priority Collateral, Term Priority Proceeds and all other Proceeds thereof, received by either of them in connection with any Exercise of Secured Creditor Remedies with respect to the Term Priority Collateral shall be applied, first, to the payment of costs and expenses of the Controlling Term Agent in connection with such Exercise of Secured Creditor Remedies, second, to the payment of the Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred, third, to the payment of the ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred; and fourth, the balance, if any, to the Credit Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of Term Priority Collateral. The ABL Agent and each of the Term Agents hereby agree that all Term Priority Collateral, Term Priority Proceeds and all other Proceeds thereof, received by either of them in connection with any Exercise of Secured Creditor Remedies with respect to the Term Priority Collateral shall be applied, first, to the payment of costs and expenses of the Controlling each Term Agent in connection with such Exercise of Secured Creditor Remedies, second, to the payment payment, discharge or cash collateralization of the Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred, third, to the payment of the ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred; occurred (provided that no Proceeds of Term Exclusive Collateral shall be applied under this clause third), and #94592040v2 fourth, the balance, if any, to the Credit Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of Term Priority Collateral. The ABL Collateral Agent and each of the Term Agents Collateral Agent hereby agree that all Term Priority Collateral, Term Priority Proceeds and all other Proceeds thereof, received by either any of them in connection with any Exercise of Any Secured Creditor Remedies with respect to the Term Priority Collateral shall be applied, first, to the payment of costs and expenses of the Controlling each Term Collateral Agent and of each Term Agent in connection with such Exercise of Any Secured Creditor Remedies, second, Remedies and to the payment of the Term Obligations Obligations, in each case, in accordance with the distribution provisions of the Term Documents until such costs and expenses are paid in full in cash and the Discharge of Term Obligations (other than contingent indemnity obligations with respect to then unasserted claims) shall have occurred, thirdsecond, to the payment of the ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations (other than contingent indemnity obligations with respect to then unasserted claims) shall have occurred; and fourththird, the balance, if any, to the Credit 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 Term Priority Collateral. The ABL Agent and each of the Term Agents Agent hereby agree that all Term Priority Collateral, Term Priority Proceeds and all other Proceeds thereof, received by either of them in connection with any Exercise of Secured Creditor Remedies with respect to the Term Priority Collateral shall be applied, first, to the payment of costs and expenses of the Controlling Term Agent in connection with such Exercise of Secured Creditor RemediesRemedies to the extent provided in the Term Documents (or, if applicable by an Exercise of Secured Creditor Remedies against the Term Priority Collateral by the ABL Agent to the extent permitted hereunder, the costs and expenses of the ABL Agent), second, to the payment of the Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred, third, to the payment of the ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred; , and fourth, the balance, if any, to the Credit Parties Term Obligors or as a court of competent jurisdiction may direct.