Common use of Retention of Proceeds Clause in Contracts

Retention of Proceeds. (a) Subject to the provisions of Section 3.5(c) below, until the Payment in Full of ABL Priority Debt has occurred, the Term Loan Claimholders shall not be permitted to retain any identifiable Proceeds of ABL Priority Collateral in connection with any Enforcement Action, and any such Proceeds received or retained will be subject to Section 4.2. (b) Subject to the provisions of Section 3.5(c) below, until the Payment in Full of Term Loan Priority Debt has occurred, the ABL Claimholders shall not be permitted to retain any identifiable Proceeds of Term Loan Priority Collateral in connection with any Enforcement Action, and any such Proceeds received or retained in any other circumstance will be subject to Section 4.2. (c) Notwithstanding anything contained in this Agreement to the contrary, in the event of any Disposition or series of related Dispositions that includes ABL Priority Collateral and Term Loan Priority Collateral, if the ABL Agent and Term Loan Agent are unable to agree in writing upon an allocation of Proceeds of such Collateral which does not result in Payment in Full of ABL Priority Debt and the Payment in Full of Term Loan Priority Debt, the ABL Agent and the Term Loan Agent shall use commercially reasonable efforts in good faith to negotiate a proper allocation of the Proceeds received in connection with such Disposition as between the ABL Priority Collateral and Term Loan Priority Collateral and if no such agreement occurs, then such allocations will be as determined by a Final Order.

Retention of Proceeds. (a) Subject Prior to the Payment in Full of ABL Debt, but subject to the provisions of Section 3.5(c) below, until the Payment in Full of ABL Priority Debt has occurred, the Term Loan Claimholders shall not be permitted to retain any identifiable Proceeds proceeds of ABL Priority Collateral in connection with any Enforcement Action, Action and any such Proceeds proceeds received or retained will be subject to Section 4.2. (b) Subject Prior to the Payment in Full of Term Loan Debt, but subject to the provisions of Section 3.5(c) below, until the Payment in Full of Term Loan Priority Debt has occurred, the ABL Claimholders shall not be permitted to retain any identifiable Proceeds proceeds of Term Loan Priority Collateral in connection with any Enforcement ActionAction unless and until the Payment in Full of Term Loan Debt has occurred, and any such Proceeds proceeds received or retained in any other circumstance will be subject to Section 4.2. (c) Notwithstanding anything contained in this Agreement to the contrary, in the event of any Disposition or series of related Dispositions that includes (i) the Equity Interests issued by a Grantor that has an interest in any ABL Priority Collateral, or (ii) ABL Priority Collateral and Term Loan Priority Collateral, if the then solely for purposes of this Agreement, unless ABL Agent objects to such allocation (in which case ABL Agent and Term Loan Agent are unable to agree in writing upon an allocation of Proceeds of such Collateral which does not result in Payment in Full of ABL Priority Debt and the Payment in Full of Term Loan Priority Debt, the ABL Agent and the Term Loan Agent shall use commercially reasonable efforts cooperate in good faith to negotiate a agree as to the proper allocation allocation), the proceeds of the Proceeds received in connection with any such Disposition as between shall be allocated to the ABL Priority Collateral and Term Loan in an amount equal to the sum of (A) the book value determined in accordance with GAAP, but not less than cost, of any ABL Priority Collateral and if no consisting of inventory that is the subject of such agreement occursDisposition (or, then such allocations will be as determined in the case of a Disposition of Equity Interests issued by a Final OrderGrantor, any ABL Priority Collateral consisting of inventory in which such Grantor has an interest), determined as of the date of such Disposition, (B) the book value determined in accordance with GAAP of any ABL Priority Collateral consisting of accounts that are the subject of such Disposition (or, in the case of a Disposition of Equity Interests issued by a Grantor, any ABL Priority Collateral consisting of accounts in which such Grantor has an interest), determined as of the date of such Disposition, and (C) the fair market value (or, if greater, the book value) of all other ABL Priority Collateral that is the subject of such Disposition (or, in the case of a Disposition of Equity Interests issued by a Grantor, any other ABL Priority Collateral in which such Grantor has an interest), determined as of the date of such Disposition.

Retention of Proceeds. (a) Subject to the provisions of Section 3.5(c) below, until the Payment in Full of ABL Priority Debt has occurred, the The Term Loan Claimholders shall not be permitted to retain any identifiable Proceeds proceeds of ABL Priority Collateral in connection with any Enforcement ActionExercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of ABL Obligations has occurred, and any such Proceeds proceeds received or retained in any other circumstance will be subject to Section 4.2. (b) Subject to the provisions of Section 3.5(c) below, until the Payment in Full of Term Loan Priority Debt has occurred, the The ABL Claimholders shall not be permitted to retain any identifiable Proceeds proceeds of Term Loan Priority Collateral in connection with any Enforcement ActionExercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of Term Obligations has occurred, and any such Proceeds proceeds received or retained in any other circumstance will be subject to Section 4.2. (c) Notwithstanding anything contained in this Agreement to the contrary, in the event of any Disposition or series of related Dispositions that includes ABL Priority Collateral and Term Loan Priority Collateral, if Collateral where the ABL Agent and Term Loan Agent are unable to agree in writing upon an allocation of Proceeds of such Collateral which does aggregate sales price is not result in Payment in Full of ABL Priority Debt and the Payment in Full of Term Loan Priority Debt, the ABL Agent and the Term Loan Agent shall use commercially reasonable efforts in good faith to negotiate a proper allocation of the Proceeds received in connection with such Disposition as allocated between the ABL Priority Collateral and the Term Loan Priority Collateral being Disposed (including in connection with or as a result of the sale of the Equity Interests of a Grantor), solely for purposes of this Agreement, the portion of the aggregate sales price determined to be Proceeds of the ABL Priority Collateral on the one hand and Proceeds of the Term Priority Collateral on the other hand shall be allocated first to the ABL Priority Collateral in an amount equal to the lesser of (x) the total proceeds of such Disposition and (y) the book value of such ABL Priority Collateral recorded on the applicable Grantor’s books in accordance with GAAP on the date of such Disposition, with the balance, if no such agreement occursany, then such allocations will be as determined by a Final Orderallocated to the Term Priority Collateral.