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

Application of Proceeds of ABL Priority Collateral. The ABL Agent and the Term Agent hereby agree that all ABL Priority Collateral, ABL 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 ABL Priority Collateral shall be applied, first, to the payment of costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor Remedies to the extent provided in the ABL Documents (or, if applicable by an Exercise of Secured Creditor Remedies against the ABL Priority Collateral by the Term Agent to the extent permitted hereunder, the costs and expenses of the Term Agent), 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 shall have occurred, and fifth, the balance, if any, to the ABL Obligors or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. The ABL Agent and the Term Agent hereby agree that all ABL Priority Collateral, ABL 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 ABL Priority Collateral shall be applied, first, to the payment of costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor Remedies to the extent provided in the ABL Documents (or, if applicable by an Exercise of Secured Creditor Remedies against the ABL Priority Collateral by the Term Agent to the extent permitted hereunder, the costs and expenses of the Term Agent)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 shall have occurred, and fifth, the balance, if any, to the ABL Obligors or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. The ABL Agent and each of the Term 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 either of them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral (other than any ABL Exclusive Collateral) shall be applied, #94592040v2 EXHIBIT F first, to the payment of costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor Remedies to the extent provided in the ABL Documents (or, if applicable by an Exercise of Secured Creditor Remedies against the ABL Priority Collateral by the Term Agent to the extent permitted hereunder, the costs and expenses of the Term Agent)Remedies, second, to the payment payment, discharge or cash collateralization of the ABL Obligations (other than Excess ABL Obligations) in accordance with the ABL DocumentsDocuments until the Discharge of ABL Obligations shall have occurred, 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 occurred (provided that no Proceeds of ABL Obligations Exclusive Collateral shall have occurredbe applied under this clause third), and fifthfourth, the balance, if any, to the ABL Obligors Credit Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of ABL Priority Collateral. The ABL Agent and each of the Term 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 either of them in connection with any Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral (other than any ABL Exclusive Collateral) shall be applied, first, to the payment of costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor Remedies to the extent provided in the ABL Documents (or, if applicable by an Exercise of Secured Creditor Remedies against the ABL Priority Collateral by the Term Agent to the extent permitted hereunder, the costs and expenses of the Term Agent)Remedies, second, to the payment payment, discharge or cash collateralization of the ABL Obligations (other than Excess ABL Obligations) in accordance with the ABL DocumentsDocuments until the Discharge of ABL Obligations shall have occurred, 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 occurred (provided that no Proceeds of ABL Obligations Exclusive Collateral shall have occurredbe applied under this clause third), and fifthfourth, the balance, if any, to the ABL Obligors Credit Parties or as a court of competent jurisdiction may direct.