Common use of Mixed Collateral Proceeds Clause in Contracts

Mixed Collateral Proceeds. Notwithstanding anything to the contrary contained in this Agreement (including in the definitions of ABL Priority Collateral and Term 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 of Collateral that involves a combination of ABL Priority Collateral and Term Priority Collateral, the portion of such proceeds that shall be allocated as proceeds of ABL Priority Collateral for purposes of this Agreement shall be an amount equal to the net book value of such ABL Priority Collateral (except in the case of Accounts and cash, which amount shall be equal to the face amount of such Accounts and cash). In addition, notwithstanding anything to the contrary contained in this Agreement (including in the definitions of ABL Priority Collateral and Term 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 Credit Party, 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 and cash (other than to the extent constituting identifiable proceeds of Term Priority Collateral) and the net book value of the Inventory owned by such Subsidiary at the time of such sale or disposition, ABL Priority Collateral and (2) second, to the extent in excess of the amounts described in preceding clause (1), Term Priority Collateral. In the event that amounts are received in respect of Equity Interests of or intercompany loans issued to any Credit Party in an Insolvency Proceeding, such amounts shall be deemed to be proceeds received from a sale or disposition of ABL Priority Collateral and Term Priority Collateral and shall be, subject to the last sentence of Section 6.4, allocated as proceeds of ABL Priority Collateral and Term Priority Collateral in proportion to the ABL Priority Collateral and Term Priority Collateral owned at such time by the issuer of such Equity Interests.

Mixed Collateral Proceeds. Notwithstanding anything to the contrary contained in this Agreement (including above or in the definitions definition of the ABL Priority Collateral and or 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 of Collateral that involves a combination of ABL Priority Collateral and Term Loan Priority Collateral, the portion of such proceeds Proceeds that shall be allocated as proceeds Proceeds of ABL Priority Collateral for purposes of this Agreement shall be an amount equal to the net book value of such ABL Priority Collateral (except in the case of Accounts (as described in clause (i) of the definition of ABL Priority Collateral, and cash, excluding any Accounts to the extent excluded pursuant to said clause (i)) which amount shall be equal to the face amount of such Accounts and cashAccounts). In addition, notwithstanding anything to the contrary contained in this Agreement (including above or in the definitions definition of the ABL Priority Collateral and 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 of the Subsidiaries of Holdings the Parent Borrower which is a Credit Partyan Obligor, 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 (i) of the definition of ABL Priority Collateral, and cash (other than excluding any Accounts to the extent constituting identifiable proceeds of Term Priority Collateralexcluded 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 or dispositionsale, ABL 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 to any Credit Party Obligor in an Insolvency or Liquidation Proceeding, such amounts shall be deemed to be proceeds Proceeds received from a sale or disposition of ABL Priority Collateral and Term Loan Priority Collateral and shall be, subject to the last sentence of Section 6.4, be allocated as proceeds Proceeds of ABL Priority Collateral and Term Loan Priority Collateral in proportion to the ABL 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 in this Agreement (including above or in the definitions definition of the ABL Facility Priority Collateral and or 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 Accounts and cashAccounts). In addition, notwithstanding anything to the contrary contained in this Agreement (including above or in the definitions definition of the ABL Facility Priority Collateral and 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 of any of the Subsidiaries of Holdings which is a Credit Party, 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 (i) of the definition of ABL Facility Priority Collateral, and cash (other than excluding any Accounts to the extent constituting identifiable proceeds of Term Priority Collateralexcluded pursuant to said clause (i)) and the net book value of the Inventory owned by such Subsidiary at the time of such sale or dispositionsale, 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 to by any Credit Party Grantor 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, subject to the last sentence of Section 6.4, be 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 in this Agreement (including above or in the definitions definition of ABL the Revolving Facility Priority Collateral and Term or Notes 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 of Collateral that involves a combination of ABL Revolving Facility Priority Collateral and Term 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 Proceeds that shall be allocated as proceeds 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 and cash, which amount shall be equal to the face amount of such Accounts and cashAccounts). In addition, notwithstanding anything to the contrary contained in this Agreement (including above or in the definitions definition of ABL the Revolving Facility Priority Collateral and Term or Notes 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 of the Subsidiaries of Holdings which is a Credit PartyGrantor, 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 Proceeds shall constitute (1) first, in an amount equal to the face amount of the Accounts and cash Payment Intangibles (other than as described in clause (i) of the definition of Revolving Facility Priority Collateral, and excluding any Accounts and Payment Intangibles to the extent constituting identifiable proceeds of Term Priority Collateralexcluded pursuant to said clause (i)) and the net book value of the Inventory owned by such Subsidiary at the time of such sale or dispositionsale, ABL Revolving Facility Priority Collateral and (2) second, to the extent in excess of the amounts described in preceding clause (1), Term 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 to any Credit Party Grantor in an Insolvency or Liquidation Proceeding, such amounts shall be deemed to be proceeds Proceeds received from a sale or disposition of ABL Revolving Facility Priority Collateral and Term Notes Priority Collateral and shall be, subject to the last sentence of Section 6.4, be allocated as proceeds Proceeds of ABL Revolving Facility Priority Collateral and Term Notes Priority Collateral in proportion to the ABL Revolving Facility Priority Collateral and Term 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 in this Agreement (including above or in the definitions definition of the ABL Facility Priority Collateral and or 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 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 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 Accounts and cashAccounts). In addition, notwithstanding anything to the contrary contained in this Agreement (including above or in the definitions definition of the ABL Facility Priority Collateral and 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 of any of the Subsidiaries of Holdings which is a Credit Party, 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 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 cash (other than excluding any Accounts to the extent constituting identifiable proceeds of Term Priority Collateralexcluded pursuant to said clause (i)) and the net book value of the Inventory owned by such Subsidiary at the time of such sale or dispositionsale, ABL Facility Priority Collateral and (2) second, to the extent in excess of the amounts described in preceding clause (1), Term Priority Collateral. In the event that amounts are received in respect of Equity Interests of or intercompany loans issued to any Credit Party in an Insolvency Proceeding, such amounts shall be deemed to be proceeds received from a sale or disposition of ABL Loan Priority Collateral and Term Priority Collateral and shall be, subject to the last sentence of Section 6.4, allocated as proceeds of or additional ABL Priority Collateral and Term Facility Priority Collateral in proportion to accordance with the ABL Priority respective fair market value of the other Collateral and Term Priority Collateral owned at such time by the issuer of such Equity Interestssold.

Mixed Collateral Proceeds. Notwithstanding anything to the contrary contained in this Agreement (including above or in the definitions definition of the ABL Facility Priority Collateral and or Term Loan Priority Collateral), in the event that proceeds of Common Collateral are received from (or are otherwise attributable to the value of) a sale or other disposition of Common 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 and cash, which amount shall be equal to eighty-five percent (85%) of the face amount net book value of such Accounts and cashAccounts), with the balance of the proceeds allocated as proceeds of Term Loan Priority Collateral. In addition, notwithstanding anything to the contrary contained in this Agreement (including above or in the definitions definition of the ABL Facility Priority Collateral and 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 Domestic Subsidiary of the Subsidiaries of Holdings Borrower which is a Credit Party, Grantor or all or substantially all of the assets of any such Subsidiary, such proceeds shall constitute (1) first, in an amount equal to eighty-five percent (85%) of the face amount net book value of the Accounts and cash (other than to the extent constituting identifiable proceeds of Term Priority Collateral) and the net book value of the Inventory all other ABL Facility Priority Collateral owned by such Subsidiary at the time of such sale or dispositionsale, ABL 3956325v.9 BAN177/13014 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 to any Credit Party in an Insolvency Proceeding, such amounts shall be deemed to be proceeds received from a sale or disposition of ABL Priority Collateral and Term Priority Collateral and shall be, subject to the last sentence of Section 6.4, allocated as proceeds of ABL Priority Collateral and Term Priority Collateral in proportion to the ABL Priority Collateral and Term Priority Collateral owned at such time by the issuer of such Equity Interests.

Mixed Collateral Proceeds. Notwithstanding anything to the contrary contained in this Agreement (including above or in the definitions definition of the ABL Facility Priority Collateral and or Term Loan Priority Collateral), in the event that proceeds of Common Collateral are received from (or are otherwise attributable to the value of) a sale or other disposition of Common 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 and cash, which amount shall be equal to eighty-five percent (85%) of the face amount net book value of such Accounts and cashAccounts), with the balance of the proceeds allocated as proceeds of Term Loan Priority Collateral. In addition, notwithstanding anything to the contrary contained in this Agreement (including above or in the definitions definition of the ABL Facility Priority Collateral and 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 Domestic Subsidiary of the Subsidiaries of Holdings Borrower which is a Credit Party, 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 (A) eighty-five percent (85%) of the Accounts and cash (other than to the extent constituting identifiable proceeds of Term Priority Collateral) 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 or dispositionsale, 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 to any Credit Party in an Insolvency Proceeding, such amounts shall be deemed to be proceeds received from a sale or disposition of ABL Priority Collateral and Term Priority Collateral and shall be, subject to the last sentence of Section 6.4, allocated as proceeds of ABL Priority Collateral and Term Priority Collateral in proportion to the ABL Priority Collateral and Term Priority Collateral owned at such time by the issuer of such Equity Interests.

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

Mixed Collateral Proceeds. Notwithstanding anything to the contrary contained in this Agreement (including in the definitions of ABL Priority Collateral and Term Fixed Assets 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 of Collateral that involves a combination of ABL Priority Collateral and Term Fixed Assets Priority Collateral, the portion of such proceeds that shall be allocated as proceeds of ABL Priority Collateral for purposes of this Agreement shall be an amount equal to the greater of (x) the net book value of such ABL 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 Accounts accounts and cash). In addition, notwithstanding anything to the contrary contained in this Agreement (including above or in the definitions definition of ABL Priority Collateral and Term or Fixed Assets 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 Subsidiary of the Subsidiaries of Holdings Parent Borrower which is a Credit PartyGrantor, or all or substantially all of the assets of any such Subsidiary, such proceeds shall constitute (1) first, in an amount equal to (x) the face amount of the Accounts accounts and cash (other than to the extent constituting identifiable proceeds of Term Priority Collateral) and the net book value of the Inventory owned by such Subsidiary at the time of such sale and (y) the greater of the net book value and the liquidation or dispositionappraisal value of the inventory owned by such Subsidiary at the time of such sale, ABL Priority Collateral and (2) second, to the extent in excess of the amounts described in preceding clause (1), Term Priority Collateral. In the event that amounts are received in respect of Equity Interests of or intercompany loans issued to any Credit Party in an Insolvency Proceeding, such amounts shall be deemed to be proceeds received from a sale or disposition of ABL Priority Collateral and Term Priority Collateral and shall be, subject to the last sentence of Section 6.4, allocated as proceeds of ABL Priority Collateral and Term Priority Collateral in proportion to the ABL Priority Collateral and Term Priority Collateral owned at such time by the issuer of such Equity Interests.,

Mixed Collateral Proceeds. Notwithstanding anything to the contrary contained in this Agreement (including in the definitions of ABL Priority Collateral and Term 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 of Collateral that involves a combination of ABL Priority Collateral (other than ABL Exclusive Collateral) and Term Priority Collateral, the portion of such proceeds that shall be allocated as proceeds of ABL 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 Priority Collateral (except in the case of Accounts and cash, which amount shall be equal to the face amount of such Accounts and cash). In addition, notwithstanding anything to the contrary contained in this Agreement (including in the definitions of ABL Priority Collateral and Term 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 Credit Party, 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 and cash (other than to the extent constituting identifiable proceeds of Term Priority Collateral) and the net book value of the Inventory owned by such Subsidiary at the time of such sale or disposition, ABL Priority Collateral and (2) second, to the extent in excess of the amounts described in preceding clause (1), Term Priority Collateral. In the event that amounts are received in respect of Equity Interests of or intercompany loans issued to any Credit Party in an Insolvency Proceeding, such amounts shall be deemed to be proceeds received from a sale or disposition of ABL Priority Collateral and Term Priority Collateral and shall be, subject to the last sentence of Section 6.4, allocated as proceeds of ABL Priority Collateral and Term Priority Collateral in proportion to the ABL Priority Collateral (other than ABL Exclusive Collateral) and Term Priority Collateral owned at such time by the issuer of such Equity Interests.

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