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

Application of Proceeds of Term Priority Collateral. The ABL Agent and the Term Agent hereby agree that all Term Priority Collateral, and all Term Priority Proceeds thereof, received by either of them in connection with any Exercise of Secured Creditor Remedies with respect to Term Priority Collateral shall be applied, first, to the payment of costs and expenses of the Term Agent in connection with such Exercise of Secured Creditor Remedies, second, to the payment, on a pro rata basis, of the Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred (other than contingent indemnity obligations with respect to then unasserted claims), third, to the payment of the ABL Obligations (other than contingent indemnity obligations with respect to then unasserted claims); and fourth, 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; provided that in the event the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Term Priority Collateral and the Lien granted in favor of the Term Agent or the Term Lenders in respect of such Term Priority Collateral has been voided, avoided or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received by the ABL Agent with respect to the Term Priority Collateral as a result of such defect shall be applied to the extent permitted by applicable law, to the payment, on a pro rata basis, of the ABL Obligations in accordance with the ABL Documents until the Discharge of the ABL Obligations shall have occurred.

Application of Proceeds of Term Priority Collateral. The Subject to the provisions of Section 2.1(c), the ABL Agent and the Term Agent hereby agree that all Term Priority Collateral, Term Priority Proceeds and all Term Priority other Proceeds thereof, received by either of them (i) in connection with any Exercise of Secured Creditor Remedies with respect to the Term Priority Collateral Collateral, (ii) in connection with the exercise of any right or remedy (including set off) relating to the Term Priority Collateral, or (iii) following the commencement of any Insolvency Proceeding, in each case, shall be applied, first, to the payment of reasonable costs and expenses of the Term Agent in connection with such Exercise of Secured Creditor Remedies, second, to the payment, on a pro rata basis, payment of the Term Obligations (other than the Excess Term Obligations) in accordance with the Term Documents until the Discharge of Term Obligations (other than the Excess Term Obligations) shall have occurred, third, to the payment of the ABL Obligations (other than the Excess ABL Obligations) in accordance with the ABL Documents until the Discharge of ABL Obligations (other than the Excess ABL Obligations) shall have occurred, fourth, to the payment of the Excess Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred (other than contingent indemnity obligations with respect to then unasserted claims)occurred, thirdfifth, to the payment of the ABL Obligations (other than contingent indemnity obligations with respect to then unasserted claims); and fourth, 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; provided that in the event the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Term Priority Collateral and the Lien granted in favor of the Term Agent or the Term Lenders in respect of such Term Priority Collateral has been voided, avoided or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received by the ABL Agent with respect to the Term Priority Collateral as a result of such defect shall be applied to the extent permitted by applicable law, to the payment, on a pro rata basis, of the Excess ABL Obligations in accordance with the ABL Documents until the Discharge of the ABL Obligations shall have occurred, and sixth, the balance, if any, to the Loan Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of Term Priority Collateral. The ABL Agent and the Term Agent hereby agree that all Term Priority Collateral, Term Priority Proceeds and all Term Priority other Proceeds thereof, received by either of them in connection with any Exercise of Secured Creditor Remedies or pursuant to any Insolvency Proceeding with respect to the Term Priority Collateral shall be applied, first, to the payment of costs and expenses of the Term Agent in connection with such Exercise of Secured Creditor Remedies, second, to the payment, on a pro rata basis, payment of the Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred (other than contingent indemnity obligations with respect to then unasserted claims)occurred, third, to the payment of the ABL Obligations (other than contingent indemnity obligations in accordance with respect to then unasserted claims)the ABL Documents until the Discharge of ABL Obligations shall have occurred; and fourth, the balance, if any, to the Credit 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 the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Term Priority Collateral and the Lien granted in favor of the Term Agent or the Term Lenders in respect of such Term Priority Collateral has been voided, avoided avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds proceeds received by the ABL Agent with respect to the Term Priority Collateral as a result of such defect subject to avoidance, subordination or invalidation shall be applied applied, to the extent permitted by under applicable law, to the payment, on a pro rata basis, payment of the ABL Obligations in accordance with the ABL Documents until the Discharge of the ABL Obligations shall have occurredbeen paid in full in cash.

Application of Proceeds of Term Priority Collateral. The ABL Agent Revolving Lender and the Term Agent hereby agree that all Term Priority Collateral, Collateral and all Term Priority Proceeds thereof, received by either of them (i) in connection with any Exercise of Secured Creditor Remedies with respect to the Term Priority Collateral, or (ii) in connection with the sale, transfer or other disposition of all or any portion of the Term Priority Collateral under Section 2.4(b) or Section 6.4, in each case, shall be applied, first, to the payment of reasonable costs and expenses of the Term Agent in connection with such Exercise of Secured Creditor Remedies, second, to the payment, on a pro rata basis, payment of the Term Obligations (other than the Excess Term Obligations) in accordance with the Term Documents until the Discharge of Term Obligations (other than the Excess Term Obligations) shall have occurred, third, to the payment of the Revolving Obligations (other than the Excess Revolving Obligations) in accordance with the Revolving Documents until the Discharge of Revolving Obligations (other than the Excess Revolving Obligations) shall have occurred, fourth, to the payment of Excess Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred (other than contingent indemnity obligations with respect to then unasserted claims)occurred, thirdfifth, to the payment of the ABL Excess Revolving Obligations (other than contingent indemnity obligations in accordance with respect to then unasserted claims); the Revolving Documents until the Discharge of Revolving Obligations shall have occurred, and fourthsixth, the balance, if any, to the Credit 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 the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Term Priority Collateral and the Lien granted in favor of the Term Agent or the Term Lenders in respect of such Term Priority Collateral has been voided, avoided or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received by the ABL Agent with respect to the Term Priority Collateral as a result of such defect shall be applied to the extent permitted by applicable law, to the payment, on a pro rata basis, of the ABL Obligations in accordance with the ABL Documents until the Discharge of the ABL Obligations shall have occurred.

Application of Proceeds of Term Priority Collateral. The ABL Agent and the Term Each Agent hereby agree that agrees that, subject to the last sentence of Section 2.1, all Term Loan Priority Collateral, Collateral and all Term Priority Proceeds proceeds thereof, received by either of them (i) in connection with any Exercise of Secured Creditor Remedies with respect to the Term Loan Priority Collateral Collateral, (ii) in connection with the exercise of any right or remedy (including set off) relating to the Term Loan Priority Collateral, or (iii) following the commencement of any Insolvency Proceeding, in each case, shall be applied, first, to the payment of reasonable costs and expenses of the Term Agent in connection with such Exercise of Secured Creditor Remedies, second, to the payment, on a pro rata basis, payment of the Term Loan Priority Obligations (in accordance with the Term Documents until the Discharge of Term Loan Priority Obligations shall have occurred (other than contingent indemnity obligations with respect to then unasserted claims)occurred, third, to the payment of the ABL Obligations (other than contingent indemnity obligations with respect to then unasserted claims); and fourth, 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; provided that in the event the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Term Priority Collateral and the Lien granted in favor of the Term Agent or the Term Lenders in respect of such Term Priority Collateral has been voided, avoided or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received by the ABL Agent with respect to the Term Priority Collateral as a result of such defect shall be applied to the extent permitted by applicable law, to the payment, on a pro rata basis, of the ABL Obligations in accordance with the ABL Documents until the Discharge of the ABL Priority Obligations shall have occurred, fourth, to the payment of the Excess Term Loan Obligations in accordance with the Term Loan Documents, fifth, to the payment of the Excess ABL Obligations in accordance with the ABL Documents, and sixth, the balance, if any, to the Grantors or as a court of competent jurisdiction may direct.

Application of Proceeds of Term Priority Collateral. The ABL Agent and the Term Agent hereby agree that all Term Priority Collateral, Term Priority Proceeds and all Term Priority 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 Term Agent in connection with such Exercise of Secured Creditor Remedies, second, to the payment, on a pro rata basis, payment of the Term Obligations (other than the Excess Term Obligations) in accordance with the Term Documents until the Discharge of Term Obligations (other than the Excess Term Obligations) shall have occurred, third, to the payment of the ABL Obligations (other than the Excess ABL Obligations) in accordance with the ABL Documents until the Discharge of ABL Obligations (other than the Excess ABL Obligations) shall have occurred, fourth, to the payment of the Excess Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred (other than contingent indemnity obligations with respect to then unasserted claims)occurred, thirdfifth, to the payment of the Excess ABL Obligations (other than contingent indemnity obligations in accordance with respect to then unasserted claims); the ABL Documents until the Discharge of ABL Obligations shall have occurred, and fourthsixth, 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; provided that in the event the ABL Agent receivesif, in connection with an Insolvency Proceeding, any Proceeds of any Term Priority Collateral and the Lien granted in favor of the Term Agent or the Term Lenders Secured Parties in respect of such Term Priority Collateral has been voided, avoided avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds the proceeds received by the ABL Agent with respect to the Term Priority Collateral as a result of such defect subject to avoidance, subordination or invalidation shall be applied applied, to the extent permitted by under applicable law, to the payment, on a pro rata basis, payment of the ABL Obligations in accordance with the ABL Documents until the Discharge of the ABL Obligations shall have occurred.

Application of Proceeds of Term Priority Collateral. The ABL Agent and the Term Agent hereby agree that all Term Priority Collateral, Term Priority Proceeds and all Term Priority other Proceeds thereof, received by either of them in connection with any Exercise of Secured Creditor Remedies with respect to the Term Priority Collateral Collateral, shall be applied, first, to the payment of costs and expenses of the Term Agent in connection with such Exercise of Secured Creditor Remedies, ; second, to the payment, on a pro rata basis, payment of the Term Obligations (other than any Excess Term Obligations) in accordance with the Term Documents; third, to the payment of the ABL Obligations (other than any Excess ABL Obligations) in accordance with the ABL Documents until the Discharge of ABL Obligations (other than any Excess ABL Obligations) shall have occurred; fourth, to the payment of any outstanding Excess Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred (other than contingent indemnity obligations with respect to then unasserted claims), thirdoccurred; fifth, to the payment of any outstanding Excess 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 fourthsixth, 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; provided that in the event the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Term Priority Collateral and the Lien granted in favor of the Term Agent or the Term Lenders in respect of such Term Priority Collateral has been voided, avoided or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then such Proceeds received by the ABL Agent with respect to the Term Priority Collateral as a result of such defect shall be applied to the extent permitted by applicable law, to the payment, on a pro rata basis, of the ABL Obligations in accordance with the ABL Documents until the Discharge of the ABL Obligations shall have occurred.

Application of Proceeds of Term Priority Collateral. The ABL Agent and the Term Agent hereby agree that all Term Priority Collateral, and all Term Priority 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 Term Agent in connection with such Exercise of Secured Creditor Remedies, second, to the payment, on a pro rata basis, payment of the Term Priority Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred (other than contingent indemnity obligations with respect to then unasserted claims)occurred, third, to the payment of the ABL Priority Obligations (other than contingent indemnity obligations in accordance with respect the ABL Documents until the Discharge of ABL Obligations shall have occurred, fourth, to then unasserted claims); and fourththe payment of any Term Obligations in excess of the Term Priority Obligations in accordance with the Term Documents, fifth, to the payment of any ABL Obligations in excess of the ABL Priority Obligations in accordance with the ABL Documents, sixth, the balance, if any, to the Term Credit 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 the ABL Agent receives, in connection with an Insolvency Proceeding, any Proceeds of any Term Priority Collateral and the Lien granted in favor of the Term Agent or the Term Lenders in respect of such Term Priority Collateral has been voided, avoided avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, then the such Proceeds proceeds received by the ABL Agent with respect to the Term Priority Collateral as a result of such defect subject to avoidance, subordination or invalidation shall be applied applied, to the extent permitted by under applicable law, to the payment, on a pro rata basis, payment of the ABL Obligations in accordance with the ABL Documents until the Discharge of the ABL Obligations shall have occurred.