Common use of Sale of Collateral Comprising Both ABL Priority Collateral and Term Loan Priority Collateral Clause in Contracts

Sale of Collateral Comprising Both ABL Priority Collateral and Term Loan Priority Collateral. In the event that prior to the Discharge of ABL Obligations, or Discharge of Additional ABL Obligations, proceeds of the Collateral are received in connection with a Disposition, loss, condemnation or other disposition (whether voluntary or involuntary) of Collateral that involves both ABL Priority Collateral and Term Loan Priority Collateral, for the purposes of this Agreement with respect to such Disposition, loss, condemnation or other disposition, the ABL Collateral Representative and the Term Loan Collateral Representative shall use commercially reasonable efforts in good faith to allocate the Proceeds received in connection with such Disposition, loss, condemnation or other disposition of such Collateral to the ABL Priority Collateral and the Term Loan Priority Collateral. If the ABL Collateral Representative and the Term Loan Collateral Representative are unable to agree on such allocation within five (5) Business Days (or such other period of time as the ABL Collateral Representative and the Term Loan Collateral Representative agree) of the consummation of such Disposition, loss, condemnation or other disposition, (i) the ABL Priority Collateral comprised in such Collateral consisting of Accounts (as described in sub-clause (i) of the definition of “ABL Priority Collateral” but excluding any Accounts to the extent excluded pursuant to the proviso of such definition as provided for therein) shall be deemed to have a valuation equal to the net book value of each such Account (the “Accounts Amount”) and (ii) the ABL Priority Collateral comprised in such Collateral consisting of Inventory shall be deemed to have a value equal to the net book value of such Inventory (the “Inventory Amount”, and together with the Accounts Amount, the “ABL Amount”), in each case determined at the time of such Disposition, loss, condemnation or disposition, and such Proceeds shall constitute (1) first, in an amount equal to the ABL Amount, ABL Priority Collateral and (2) second, to the extent of any balance remaining in excess of the ABL Amount, Term Loan Priority Collateral, provided that to the extent that the ABL Priority Collateral subject to such Disposition, loss, condemnation or other disposition includes assets other than Accounts and Inventory, at the option of the ABL Collateral Representative, the appraised value of such other assets may be used for the purposes of the allocation of such Proceeds to the ABL Priority Collateral based on the then most current satisfactory appraisal received by the ABL Collateral Representative with respect thereto. In the event that proceeds of the Collateral are received in connection with a Disposition of all or substantially all of the Capital Stock issued by any Grantor, and the Liens of the ABL Agent, on behalf of the ABL Secured Parties and the Liens of each Additional ABL Agent, on behalf of the Additional ABL Secured Parties on any ABL Priority Collateral in which such Grantor has an interest are released, then such ABL Priority Collateral shall also be deemed to be Disposed of in connection with such Disposition for the purposes of the preceding sentence. It is understood and agreed that any Intellectual Property shall not be subject to this Section 4.3 and shall constitute Term Loan Priority Collateral.

Sale of Collateral Comprising Both ABL Priority Collateral and Term Loan Priority Collateral. In the event that prior to the Discharge of ABL Obligations, or Discharge of Additional ABL Obligations, proceeds of the Collateral are received in connection with a Disposition, loss, condemnation or other disposition (whether voluntary or involuntary) of Collateral that involves both ABL Priority Collateral and Term Loan Priority Collateral, for the purposes of this Agreement with respect to such Disposition, loss, condemnation or other disposition, the ABL Collateral Representative Agent and the Term Loan Collateral Representative shall use commercially reasonable efforts in good faith to allocate the Proceeds received in connection with such Disposition, loss, condemnation or other disposition of such Collateral to the ABL Priority Collateral and the Term Loan Priority Collateral. If the ABL Collateral Representative Agent and the Term Loan Collateral Representative are unable to agree on such allocation within five (5) Business Days (or such other period of time as the ABL Collateral Representative Agent and the Term Loan Collateral Representative agree) of the consummation of such Disposition, loss, condemnation or other disposition, (i) the ABL Priority Collateral comprised in such Collateral consisting of Accounts (as described in sub-clause (i1) of the definition of “ABL Priority Collateral” but excluding any Accounts to the extent excluded pursuant to the proviso of parenthetical in such definition sub-clause (1) as provided for therein) shall be deemed to have a valuation equal to the net book value of each such Account (the “Accounts Amount”) and (ii) the ABL Priority Collateral comprised in such Collateral consisting of Inventory shall be deemed to have a value equal to the net book value of such Inventory (the “Inventory Amount”, and together with the Accounts Amount, the “ABL Amount”), in each case determined at the time of such Disposition, loss, condemnation or disposition, and such Proceeds shall constitute (1) first, in an amount equal to the ABL Amount, ABL Priority Collateral and (2) second, to the extent of any balance remaining in excess of the ABL Amount, Term Loan Priority Collateral, provided that to the extent that the ABL Priority Collateral subject to such Disposition, loss, condemnation or other disposition includes assets other than Accounts and Inventory, at the option of the ABL Collateral RepresentativeAgent, the appraised value of such other assets may be used for the purposes of the allocation of such Proceeds to the ABL Priority Collateral based on the then most current satisfactory appraisal received by the ABL Collateral Representative Agent with respect thereto. In the event that proceeds of the Collateral are received in connection with a Disposition of all or substantially all of the Capital Stock issued by any Grantor, and the Liens or any amounts are received in respect of the ABL AgentCapital Stock of, on behalf of the ABL Secured Parties and the Liens of each Additional ABL Agentor Intercompany Loans issued by, on behalf of the Additional ABL Secured Parties on any ABL Priority Collateral Grantor in which an Insolvency Proceeding, such Grantor has an interest are released, then such ABL Priority Collateral amounts shall also be deemed to be Disposed proceeds received from a Disposition of ABL Priority Collateral and Term Loan Priority Collateral (in connection with proportion to ABL Priority Collateral and Term Loan Priority Collateral owned at such Disposition for time by the purposes of Grantor) and shall be applied as provided in the preceding sentence. It is understood and agreed that any Intellectual Property shall not be subject to this Section 4.3 and shall not constitute Term Loan ABL Priority Collateral.