Common use of Mixed Collateral Proceeds Clause in Contracts

Mixed Collateral Proceeds. Notwithstanding anything to the contrary contained above or in the definition of the ABL Facility Priority Collateral or Term Loan Priority Collateral, in the event that Proceeds of Collateral are received from (or are otherwise attributable to the value of) a sale or other disposition (whether voluntary or involuntary) of Collateral that involves a combination of ABL Facility Priority Collateral and Term Loan Priority Collateral, the portion of such Proceeds that shall be allocated as Proceeds of ABL Facility Priority Collateral for purposes of this Agreement shall be an amount equal to the net book value of such ABL Facility Priority Collateral (except in the case of Accounts which amount shall be equal to the face amount of such Accounts). In addition, notwithstanding anything to the contrary contained above or in the definition of the ABL Facility Priority Collateral or Term Loan Priority Collateral, to the extent Proceeds of Collateral are Proceeds received from (or are otherwise attributable to the value of) the sale or disposition of all or substantially all of the Equity Interests of any of the Subsidiaries of Holdings which is a Grantor or all or substantially all of the assets of any such Subsidiary, such Proceeds shall constitute (1) first, in an amount equal to the face amount of the Accounts (as described in clause (i) of the definition of ABL Facility Priority Collateral, and excluding any Accounts to the extent excluded pursuant to said clause (i)) and the net book value of the Inventory owned by such Subsidiary at the time of such sale, ABL Facility Priority Collateral and (2) second, to the extent in excess of the amounts described in preceding clause (1), Term Loan Priority Collateral. In the event that amounts are received in respect of Equity Interests of or intercompany loans issued by any Grantor in an Insolvency or Liquidation Proceeding, such amounts shall be deemed to be Proceeds received from a sale or disposition of ABL Facility Priority Collateral and Term Loan Priority Collateral and shall be allocated as Proceeds of ABL Facility Priority Collateral and Term Loan Priority Collateral in proportion to the ABL Facility Priority Collateral and Term Loan Priority Collateral owned at such time by the issuer of such Equity Interests.

Mixed Collateral Proceeds. Notwithstanding anything to the contrary contained above or in this Agreement (including in the definition definitions of the ABL Facility Priority Collateral or and Term Loan Priority Collateral), in the event that Proceeds proceeds of Collateral are received from (or are otherwise attributable to the value of) a sale or other disposition (whether voluntary or involuntary) of Collateral that involves a combination of ABL Facility Priority Collateral and Term Loan Priority Collateral, the portion of such Proceeds proceeds that shall be allocated as Proceeds proceeds of ABL Facility Priority Collateral for purposes of this Agreement shall be an amount equal to the net book value of such ABL Facility Priority Collateral (except in the case of Accounts and cash, which amount shall be equal to the face amount of such AccountsAccounts and cash). In addition, notwithstanding anything to the contrary contained above or in this Agreement (including in the definition definitions of the ABL Facility Priority Collateral or and Term Loan Priority Collateral), to the extent Proceeds proceeds of Collateral are Proceeds proceeds received from (or are otherwise attributable to the value of) the sale or disposition of all or substantially all of the Equity Interests of any of the Subsidiaries of Holdings which is a Grantor Credit Party, or all or substantially all of the assets of any such Subsidiary, such Proceeds proceeds shall constitute (1) first, in an amount equal to the face amount of the Accounts and cash (as described in clause (i) of the definition of ABL Facility Priority Collateral, and excluding any Accounts other than to the extent excluded pursuant to said clause (i)constituting identifiable proceeds of Term Priority Collateral) and the net book value of the Inventory owned by such Subsidiary at the time of such salesale or disposition, ABL Facility Priority Collateral and (2) second, to the extent in excess of the amounts described in preceding clause (1), Term Loan Priority Collateral. In the event that amounts are received in respect of Equity Interests of or intercompany loans issued by to any Grantor Credit Party in an Insolvency or Liquidation Proceeding, such amounts shall be deemed to be Proceeds proceeds received from a sale or disposition of ABL Facility Priority Collateral and Term Loan Priority Collateral and shall be be, subject to the last sentence of Section 6.4, allocated as Proceeds proceeds of ABL Facility Priority Collateral and Term Loan Priority Collateral in proportion to the ABL Facility Priority Collateral and Term Loan Priority Collateral owned at such time by the issuer of such Equity Interests.

Mixed Collateral Proceeds. Notwithstanding anything to the contrary contained above or in the definition of the ABL Facility Priority Collateral or Term Loan Priority Collateral, in the event that Proceeds of Collateral are received from (or are otherwise attributable to the value of) a sale or other disposition (whether voluntary or involuntary) of Collateral that involves a combination of ABL Facility Priority Collateral and Term Loan Priority Collateral, the portion of such Proceeds that shall be allocated as Proceeds of ABL Facility Priority Collateral for purposes of this Agreement shall be an amount equal to the net book value of such ABL Facility Priority Collateral (except in the case of Accounts (as described in clause (i) of the definition of ABL Priority Collateral, and excluding any Accounts to the extent excluded pursuant to said clause (i)) which amount shall be equal to the face amount of such Accounts). In addition, notwithstanding anything to the contrary contained above or in the definition of the ABL Facility Priority Collateral or Term Loan Priority Collateral, to the extent Proceeds of Collateral are Proceeds received from (or are otherwise attributable to the value of) the sale or disposition of all or substantially all of the Equity Interests capital stock of any of the Subsidiaries of Holdings the Parent Borrower which is a Grantor an Obligor, or all or substantially all of the assets of any such Subsidiary, such Proceeds shall constitute (1) first, in an amount equal to the face amount of the Accounts (as described in clause (i) of the definition of ABL Facility Priority Collateral, and excluding any Accounts to the extent excluded pursuant to said clause (i)) and the net book value of (x) the Inventory and (y) cash, Money and cash equivalents (in the case of this clause (y), other than identifiable Proceeds of Term Loan Priority Collateral) owned by such Subsidiary at the time of such sale, ABL Facility Priority Collateral and (2) second, to the extent in excess of the amounts described in preceding clause (1), Term Loan Priority Collateral. In the event that amounts are received in respect of Equity Interests capital stock of or intercompany loans issued by to any Grantor Obligor in an Insolvency or Liquidation Proceeding, such amounts shall be deemed to be Proceeds received from a sale or disposition of ABL Facility Priority Collateral and Term Loan Priority Collateral and shall be allocated as Proceeds of ABL Facility Priority Collateral and Term Loan Priority Collateral in proportion to the ABL Facility Priority Collateral and Term Loan Priority Collateral owned at such time by the issuer of such Equity Interestscapital stock.

Mixed Collateral Proceeds. Notwithstanding anything to the contrary contained above or in the definition of the ABL Revolving Facility Priority Collateral or Term Loan Notes Priority Collateral, in the event that Proceeds of Collateral are received from (or are otherwise attributable to the value of) a sale or other disposition (whether voluntary or involuntary) of Collateral that involves a combination of ABL Revolving Facility Priority Collateral and Term Loan Notes Priority CollateralCollateral where the aggregate sales price is not allocated between the Revolving Facility Priority Collateral and the Notes Priority Collateral (and unless otherwise agreed among the Security Agents), the portion of such Proceeds that shall be allocated as Proceeds of ABL Revolving Facility Priority Collateral for purposes of this Agreement shall be an amount equal to the net book value of such ABL Revolving Facility Priority Collateral (except in the case of Accounts which amount shall be equal to the face amount of such Accounts). In addition, notwithstanding anything to the contrary contained above or in the definition of the ABL Revolving Facility Priority Collateral or Term Loan Notes Priority Collateral, to the extent Proceeds of Collateral are Proceeds received from (or are otherwise attributable to the value of) the sale or disposition of all or substantially all of the Equity Interests Capital Stock of any of the Subsidiaries of Holdings which is a Grantor Grantor, or all or substantially all of the assets of any such Subsidiary, where the aggregate sales price is not allocated between the Revolving Facility Priority Collateral and the Notes Priority Collateral (and unless otherwise agreed among the Security Agents), such Proceeds shall constitute (1) first, in an amount equal to the face amount of the Accounts and Payment Intangibles (as described in clause (i) of the definition of ABL Revolving Facility Priority Collateral, and excluding any Accounts and Payment Intangibles to the extent excluded pursuant to said clause (i)) and the net book value of the Inventory owned by such Subsidiary at the time of such sale, ABL Revolving Facility Priority Collateral and (2) second, to the extent in excess of the amounts described in preceding clause (1), Term Loan Notes Priority CollateralCollateral or additional Revolving Facility Priority Collateral in accordance with the respective fair market value of the other Collateral sold. In the event that amounts are received in respect of Equity Interests Capital Stock of or intercompany loans issued by to any Grantor in an Insolvency or Liquidation Proceeding, such amounts shall be deemed to be Proceeds received from a sale or disposition of ABL Revolving Facility Priority Collateral and Term Loan Notes Priority Collateral and shall be allocated as Proceeds of ABL Revolving Facility Priority Collateral and Term Loan Notes Priority Collateral in proportion to the ABL Revolving Facility Priority Collateral and Term Loan Notes Priority Collateral owned at such time by the issuer of such Equity InterestsCapital Stock or intercompany note.

Mixed Collateral Proceeds. Notwithstanding anything to the contrary contained above or in the definition of the ABL Facility Priority Collateral or Term Loan Priority Collateral, in the event that Proceeds proceeds of Common Collateral are received from (or are otherwise attributable to the value of) a sale or other disposition (whether voluntary or involuntary) of Common Collateral that involves a combination of ABL Facility Priority Collateral and Term Loan Priority Collateral, the portion of such Proceeds proceeds that shall be allocated as Proceeds proceeds of ABL Facility Priority Collateral for purposes of this Agreement shall be an amount equal to the net book value of such ABL Facility Priority Collateral (except in the case of Accounts which amount shall be equal to eighty-five percent (85%) of the face amount net book value of such Accounts), with the balance of the proceeds allocated as proceeds of Term Loan Priority Collateral. In addition, notwithstanding anything to the contrary contained above or in the definition of the ABL Facility Priority Collateral or Term Loan Priority Collateral, to the extent Proceeds proceeds of Collateral are Proceeds proceeds received from (or are otherwise attributable to the value of) the sale or disposition of all or substantially all of the Equity Interests Capital Stock of any Domestic Subsidiary of the Subsidiaries of Holdings Borrower which is a Grantor or all or substantially all of the assets of any such Subsidiary, such Proceeds proceeds shall constitute (1) first, in an amount equal to the face amount of the Accounts (as described in clause A) eighty-five percent (i85%) of the definition of ABL Facility Priority Collateral, and excluding any Accounts to the extent excluded pursuant to said clause (i)) and the net book value of the Inventory Accounts and (B) the net book value of all other ABL Facility Priority Collateral owned by such Subsidiary at the time of such sale, ABL Facility Priority Collateral and (2) second, to the extent in excess of the amounts described in preceding clause (1), Term Loan Priority Collateral. In the event that amounts are received in respect of Equity Interests of or intercompany loans issued by any Grantor in an Insolvency or Liquidation Proceeding, such amounts shall be deemed to be Proceeds received from a sale or disposition of ABL Facility Priority Collateral and Term Loan Priority Collateral and shall be allocated as Proceeds of ABL Facility Priority Collateral and Term Loan Priority Collateral in proportion to the ABL Facility Priority Collateral and Term Loan Priority Collateral owned at such time by the issuer of such Equity Interests.

Mixed Collateral Proceeds. Notwithstanding anything to the contrary contained above or in this Agreement (including in the definition definitions of the ABL Facility Priority Collateral or and Term Loan Priority Collateral), in the event that Proceeds proceeds of Collateral are received from (or are otherwise attributable to the value of) a sale or other disposition (whether voluntary or involuntary) of Collateral that involves a combination of ABL Facility Priority Collateral (other than ABL Exclusive Collateral) and Term Loan Priority Collateral, the portion of such Proceeds proceeds that shall be allocated as Proceeds proceeds of ABL Facility Priority Collateral (other than ABL Exclusive Collateral) for purposes of this Agreement shall be an amount equal to the net book value of such ABL Facility Priority Collateral (except in the case of Accounts and cash, which amount shall be equal to the face amount of such AccountsAccounts and cash). In addition, notwithstanding anything to the contrary contained above or in this Agreement (including in the definition definitions of the ABL Facility Priority Collateral or and Term Loan Priority Collateral), to the extent Proceeds proceeds of Collateral are Proceeds proceeds received from (or are otherwise attributable to the value of) the sale or disposition of all or substantially all of the Equity Interests of any of the Subsidiaries of Holdings which is a Grantor Credit Party, or all or substantially all of the assets of any such Subsidiary, such Proceeds proceeds shall constitute (1) first, in an amount equal to the face amount of the Accounts and cash (as described in clause (i) of the definition of ABL Facility Priority Collateral, and excluding any Accounts other than to the extent excluded pursuant to said clause (i)constituting identifiable proceeds of Term Priority Collateral) and the net book value of the Inventory owned by such Subsidiary at the time of such salesale or disposition, ABL Facility Priority Collateral and (2) second, to the extent in excess of the amounts described in preceding clause (1), Term Loan Priority Collateral. In the event that amounts are received in respect of Equity Interests of or intercompany loans issued by to any Grantor Credit Party in an Insolvency or Liquidation Proceeding, such amounts shall be deemed to be Proceeds proceeds received from a sale or disposition of ABL Facility Priority Collateral and Term Loan Priority Collateral and shall be be, subject to the last sentence of Section 6.4, allocated as Proceeds proceeds of ABL Facility Priority Collateral and Term Loan Priority Collateral in proportion to the ABL Facility Priority Collateral (other than ABL Exclusive Collateral) and Term Loan Priority Collateral owned at such time by the issuer of such Equity Interests.

Mixed Collateral Proceeds. Notwithstanding anything to the contrary contained above or in the definition of the ABL Facility Priority First Lien Collateral or Term Loan Priority First Lien Collateral, in the event that Proceeds of Collateral are received from (or are otherwise attributable to the value of) a sale or other disposition (whether voluntary or involuntary) of Collateral that involves a combination of ABL Facility Priority First Lien Collateral and Term Loan Priority First Lien Collateral, the portion of such Proceeds that shall be allocated as Proceeds of ABL Facility Priority First Lien Collateral for purposes of this Agreement shall be an amount equal to the net book value of such ABL Facility Priority First Lien Collateral (except in the case of Accounts Accounts, which amount shall be equal to the face amount of such Accounts). In addition, notwithstanding anything to the contrary contained above or in the definition of the ABL Facility Priority First Lien Collateral or Term Loan Priority First Lien Collateral, to the extent Proceeds of Collateral are Proceeds received from (or are otherwise attributable to the value of) the sale or disposition of all or substantially all of the Equity Interests Capital Stock of any of the Subsidiaries Subsidiary of Holdings which is a Grantor or all or substantially all of the assets of any such Subsidiary, such Proceeds shall constitute (1) first, in an amount equal to the face amount of the Accounts (as described in clause (i) of the definition of ABL Facility Priority First Lien Collateral, and excluding any Accounts to the extent excluded pursuant to said clause (i)) and the net book value of the Inventory owned by such Subsidiary at the time of such sale, ABL Facility Priority First Lien Collateral and (2) second, to the extent in excess of the amounts described in preceding clause (1), Term Loan Priority First Lien Collateral. In the event that amounts are received in respect of Equity Interests Capital Stock of or intercompany loans issued by to any Grantor in an Insolvency or Liquidation Proceeding, such amounts shall be deemed to be Proceeds received from a sale or disposition of ABL Facility Priority First Lien Collateral and Term Loan Priority First Lien Collateral and shall be allocated as Proceeds of ABL Facility Priority First Lien Collateral and Term Loan Priority First Lien Collateral in proportion to the ABL Facility Priority First Lien Collateral and Term Loan Priority First Lien Collateral owned at such time by the issuer of such Equity InterestsCapital Stock.

Mixed Collateral Proceeds. Notwithstanding anything to the contrary contained above or in the definition of the ABL Facility Priority Collateral or Term Loan Priority Collateral, in the event that Proceeds of Collateral are received from (or are otherwise attributable to the value of) a sale or other disposition (whether voluntary or involuntary) of Collateral that involves a combination of ABL Facility Priority Collateral and Term Loan Priority CollateralCollateral where the aggregate sales price is not allocated between the ABL Facility Priority Collateral and the Term Loan Priority Collateral (and unless otherwise agreed among the Collateral Agents), the portion of such Proceeds that shall be allocated as Proceeds of ABL Facility Priority Collateral for purposes of this Agreement shall be an amount equal to the net book value of such ABL Facility Priority Collateral (except in the case of Accounts which amount shall be equal to the face amount of such Accounts). In addition, notwithstanding anything to the contrary contained above or in the definition of the ABL Facility Priority Collateral or Term Loan Priority Collateral, to the extent Proceeds of Collateral are Proceeds received from (or are otherwise attributable to the value of) the sale or disposition of all or substantially all of the Equity Interests of any of the Subsidiaries of Holdings which is a Grantor or all or substantially all of the assets of any such Subsidiary, where the aggregate sales price is not allocated between the ABL Facility Priority Collateral and the Term Loan Priority Collateral (and unless otherwise agreed among the Collateral Agents), such Proceeds shall constitute (1) first, in an amount equal to the face amount of the Accounts (as described in clause (i) of the definition of ABL Facility Priority Collateral, and excluding any Accounts to the extent excluded pursuant to said clause (i)) and the net book value of the Inventory owned by such Subsidiary at the time of such sale, ABL Facility Priority Collateral and (2) second, to the extent in excess of the amounts described in preceding clause (1), Term Loan Priority Collateral. In the event that amounts are received in respect of Equity Interests of Collateral or intercompany loans issued by any Grantor in an Insolvency or Liquidation Proceeding, such amounts shall be deemed to be Proceeds received from a sale or disposition of additional ABL Facility Priority Collateral and Term Loan Priority in accordance with the respective fair market value of the other Collateral and shall be allocated as Proceeds of ABL Facility Priority Collateral and Term Loan Priority Collateral in proportion to the ABL Facility Priority Collateral and Term Loan Priority Collateral owned at such time by the issuer of such Equity Interestssold.

Mixed Collateral Proceeds. Notwithstanding anything to the contrary contained above or in this Agreement (including in the definition definitions of the ABL Facility Priority Collateral or Term Loan and Fixed Assets Priority Collateral), in the event that Proceeds proceeds of Collateral are received from (or are otherwise attributable to the value of) a sale or other disposition (whether voluntary or involuntary) of Collateral that involves a combination of ABL Facility Priority Collateral and Term Loan Fixed Assets Priority Collateral, the portion of such Proceeds proceeds that shall be allocated as Proceeds proceeds of ABL Facility Priority Collateral for purposes of this Agreement shall be an amount equal to the greater of (x) the net book value of such ABL Facility Priority Collateral and (y) the liquidation or appraisal value of such ABL Priority Collateral (except in the case of Accounts accounts and cash, which amount shall be equal to the face amount of such Accountsaccounts and cash). In addition, notwithstanding anything to the contrary contained above or in the definition of the ABL Facility Priority Collateral or Term Loan Fixed Assets Priority Collateral, to the extent Proceeds proceeds of Collateral are Proceeds proceeds received from (or are otherwise attributable to the value of) the sale or disposition of all or substantially all of the Equity Interests Capital Stock of any Subsidiary of the Subsidiaries of Holdings Parent Borrower which is a Grantor Grantor, or all or substantially all of the assets of any such Subsidiary, such Proceeds proceeds shall constitute (1) first, in an amount equal to (x) the face amount of the Accounts accounts and cash owned by such Subsidiary at the time of such sale and (as described in clause (iy) the greater of the definition of ABL Facility Priority Collateral, and excluding any Accounts to the extent excluded pursuant to said clause (i)) and the net book value and the liquidation or appraisal value of the Inventory inventory owned by such Subsidiary at the time of such sale, ABL Facility Priority Collateral and (2) second, to the extent in excess of the amounts described in preceding clause (1), Term Loan Priority Collateral. In the event that amounts are received in respect of Equity Interests of or intercompany loans issued by any Grantor in an Insolvency or Liquidation Proceeding, such amounts shall be deemed to be Proceeds received from a sale or disposition of ABL Facility Priority Collateral and Term Loan Priority Collateral and shall be allocated as Proceeds of ABL Facility Priority Collateral and Term Loan Priority Collateral in proportion to the ABL Facility Priority Collateral and Term Loan Priority Collateral owned at such time by the issuer of such Equity Interests.,

Mixed Collateral Proceeds. Notwithstanding anything to the contrary contained above or in the definition of the ABL Revolving Facility Priority First Lien Collateral or Term Loan Priority First Lien Collateral, in the event that Proceeds of Collateral are received from (or are otherwise attributable to the value of) a sale or other disposition (whether voluntary or involuntary) of Collateral that involves a combination of ABL Revolving Facility Priority First Lien Collateral and Term Loan Priority First Lien Collateral, the portion of such Proceeds that shall be allocated as Proceeds of ABL Revolving Facility Priority First Lien Collateral for purposes of this Agreement shall be an amount equal to the net book value of such ABL Revolving Facility Priority First Lien Collateral (except in the case of Accounts which amount shall be equal to the face amount of such Accounts). In addition, notwithstanding anything to the contrary contained above or in the definition of the ABL Revolving Facility Priority First Lien Collateral or Term Loan Priority First Lien Collateral, to the extent Proceeds of Collateral are Proceeds received from (or are otherwise attributable to the value of) the sale or disposition of all or substantially all of the Equity Interests Capital Stock of any of the Subsidiaries of Holdings which is a Grantor or all or substantially all of the assets of any such Subsidiary, such Proceeds shall constitute (1) first, in an amount equal to the face amount of the Accounts (as described in clause (i) of the definition of ABL Revolving Facility Priority First Lien Collateral, and excluding any Accounts to the extent excluded pursuant to said clause (i)) and the net book value of the Inventory owned by such Subsidiary at the time of such sale, ABL Revolving Facility Priority First Lien Collateral and (2) second, to the extent in excess of the amounts described in preceding clause (1), Term Loan Priority First Lien Collateral. In the event that amounts are received in respect of Equity Interests Capital Stock of or intercompany loans issued by to any Grantor in an Insolvency or Liquidation Proceeding, such amounts shall be deemed to be Proceeds received from a sale or disposition of ABL Revolving Facility Priority First Lien Collateral and Term Loan Priority First Lien Collateral and shall be allocated as Proceeds of ABL Revolving Facility Priority First Lien Collateral and Term Loan Priority First Lien Collateral in proportion to the ABL Revolving Facility Priority First Lien Collateral and Term Loan Priority First Lien Collateral owned at such time by the issuer of such Equity InterestsCapital Stock.