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

Application of Proceeds of Term Priority Collateral. 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 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, (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 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, fifth, to the payment of the Excess ABL Obligations in accordance with the ABL Documents until the Discharge of 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. Subject to the provisions of Section 2.1(c), the ABL Agent The Revolving Lender and the Term Agent hereby agree that all Term Priority Collateral, Term Priority Proceeds Collateral and all 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, or (ii) in connection with the exercise sale, transfer or other disposition of all or any right or remedy (including set off) relating to portion of the Term Priority Collateral, Collateral under Section 2.4(b) or (iii) following the commencement of any Insolvency ProceedingSection 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 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 Revolving Obligations (other than the Excess ABL Revolving Obligations) in accordance with the ABL Revolving Documents until the Discharge of ABL Revolving Obligations (other than the Excess ABL Revolving 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, fifth, to the payment of the Excess ABL Revolving Obligations in accordance with the ABL Revolving Documents until the Discharge of ABL Revolving 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. Subject to the provisions of Section 2.1(c), the The ABL Agent and the Term Agent hereby agree that all Term Priority Collateral, Term Priority Proceeds and all 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, (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, Collateral 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 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, fifth, to the payment of the Excess ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred, and sixth, the balance, if any, to the Loan Credit Parties or as a court of competent jurisdiction may direct; provided that if, in connection with an Insolvency Proceeding, the Lien granted in favor of the Term Agent or the Term Secured Parties in respect of such Term Priority Collateral has been voided, avoided, subordinated, or otherwise invalidated by a court of competent jurisdiction and the provisions of Section 5.3 would not be effective, the proceeds received with respect to the Term Priority Collateral subject to avoidance, subordination or invalidation shall be applied, to the extent permitted under applicable law, to the payment of the ABL Obligations in accordance with the ABL Documents until Discharge of ABL Obligations shall have occurred.

Application of Proceeds of Term Priority Collateral. Subject to the provisions of Section 2.1(c), the The ABL Agent and the Term Agent hereby agree that all Term Priority Collateral, Term Priority Proceeds and all 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, (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 of the Term Obligations (other than the any Excess Term Obligations) in accordance with the Term Documents until the Discharge of Term Obligations (other than the Excess Term Obligations) shall have occurred, Documents; third, to the payment of the ABL Obligations (other than the any Excess ABL Obligations) in accordance with the ABL Documents until the Discharge of ABL Obligations (other than the any Excess ABL Obligations) shall have occurred, ; fourth, to the payment of the any outstanding Excess Term Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurred, ; fifth, to the payment of the any outstanding Excess ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred, ; and sixth, the balance, if any, to the Loan Credit Parties or as a court of competent jurisdiction may direct.

Application of Proceeds of Term Priority Collateral. Subject Each Agent hereby agrees that, subject to the provisions last sentence of Section 2.1(c)2.1, the ABL Agent and the Term Agent hereby agree that all Term Loan Priority Collateral, Term Priority Proceeds Collateral and all other 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, (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 of the Term Loan Priority Obligations (other than the Excess Term Obligations) in accordance with the Term Documents until the Discharge of Term Loan Priority Obligations (other than the Excess Term Obligations) shall have occurred, third, to the payment of the ABL Priority Obligations (other than the Excess ABL Obligations) in accordance with the ABL Documents until the Discharge of ABL Priority Obligations (other than the Excess ABL Obligations) shall have occurred, fourth, to the payment of the Excess Term Loan Obligations in accordance with the Term Documents until the Discharge of Term Obligations shall have occurredLoan Documents, fifth, to the payment of the Excess ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurredDocuments, and sixth, the balance, if any, to the Loan Parties Grantors or as a court of competent jurisdiction may direct.