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

Application of Proceeds of ABL Priority Collateral. The ABL Collateral Agent and each Term Collateral Agent hereby agree that all ABL Priority Collateral, and all Proceeds thereof, received by any of them in connection with any Exercise of Any Secured Creditor Remedies with respect to ABL Priority Collateral shall be applied, first, to the payment, on a pro rata basis, of costs and expenses of the ABL Collateral Agent and the ABL Administrative Agent in connection with such Exercise of Any Secured Creditor Remedies, second, 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, third, to the payment of the Term Obligations in accordance with the distribution provisions of the Term Documents until the Discharge of Term Obligations (other than contingent indemnity obligations with respect to then unasserted claims) shall have occurred, 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.

Application of Proceeds of ABL Priority Collateral. The ABL Collateral Agent and each of the Term Collateral Agent Agents hereby agree that all ABL Priority CollateralCollateral , ABL Priority Proceeds and all other Proceeds thereof (in each case, other than any ABL Exclusive Collateral or any Proceeds thereof), received by any either of them in connection with any Exercise of Any Secured Creditor Remedies with respect to the ABL Priority Collateral (other than any ABL Exclusive Collateral) shall be applied, first, to the payment, on a pro rata basis, payment of costs and expenses of the ABL Collateral Agent and the ABL Administrative Agent in connection with such Exercise of Any Secured Creditor Remedies, second, to the payment payment, discharge or cash collateralization 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, third, to the payment of the Term Obligations in accordance with the distribution provisions of the Term Documents until the Discharge of Term Obligations (other than contingent indemnity obligations with respect to then unasserted claims) shall have occurredoccurred (provided that no Proceeds of ABL Exclusive Collateral shall be applied under this clause third), 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.

Application of Proceeds of ABL Priority Collateral. The ABL Collateral Agent and each of the Term Collateral Agent Agents hereby agree that all ABL Priority CollateralCollateral , ABL Priority Proceeds and all other Proceeds thereof (in each case, other than any ABL Exclusive Collateral or any Proceeds thereof), received by any either of them in connection with any Exercise of Any Secured Creditor Remedies with respect to the ABL Priority Collateral (other than any ABL Exclusive Collateral) shall be applied, #94592040v2 first, to the payment, on a pro rata basis, payment of costs and expenses of the ABL Collateral Agent and the ABL Administrative Agent in connection with such Exercise of Any Secured Creditor Remedies, second, to the payment payment, discharge or cash collateralization 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, third, to the payment of the Term Obligations in accordance with the distribution provisions of the Term Documents until the Discharge of Term Obligations (other than contingent indemnity obligations with respect to then unasserted claims) shall have occurredoccurred (provided that no Proceeds of ABL Exclusive Collateral shall be applied under this clause third), 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.

Application of Proceeds of ABL Priority Collateral. The ABL Collateral Agent and each the Term Collateral Agent hereby agree that all ABL Priority Collateral, ABL Priority Proceeds and all other Proceeds thereof, received by any either of them in connection with any Exercise of Any Secured Creditor Remedies with respect to the ABL Priority Collateral shall be applied, first, to the payment, on a pro rata basis, payment of costs and expenses of the ABL Collateral Agent and the ABL Administrative Agent in connection with such Exercise of Any Secured Creditor RemediesRemedies to the extent provided in the ABL Documents, second, to the payment of the ABL Obligations (other than Excess ABL Obligations) in accordance with the ABL Documents, third, to the payment of the Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred, fourth, to the payment of the 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, third, to the payment of the Term Obligations in accordance with the distribution provisions of the Term Documents until the Discharge of Term Obligations (other than contingent indemnity obligations with respect to then unasserted claims) shall have occurred, and fourthfifth, the balance, if any, to the Credit Parties or to whosoever may be lawfully entitled to receive the same ABL Obligors or as a court of competent jurisdiction may direct.