Common use of Retention of Proceeds Clause in Contracts

Retention of Proceeds. (a) In connection with an Exercise of Secured Creditor Remedies, the Notes Collateral Agent agrees that prior to the Discharge of the Revolving Obligations, the Notes Claimholders will only be entitled to retain proceeds of Notes Priority Collateral to the extent such exercise is not prohibited under Section 3.1 above. The Notes Claimholders shall not be permitted to retain any proceeds of Revolving Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Revolving Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2. (b) In connection with an Exercise of Secured Creditor Remedies, the Revolving Collateral Agent agrees that prior to the Discharge of the Notes Obligations, Revolving Claimholders will only be entitled to retain proceeds of Revolving Priority Collateral to the extent such exercise is not prohibited under Section 3.2 above. The Revolving Claimholders shall not be permitted to retain any proceeds of Notes Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Notes Obligations has occurred, 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 in connection with an Exercise of Secured Creditor Remedies that includes both Revolving Priority Collateral and Notes Priority Collateral, the Revolving Collateral Agent and the Notes Collateral Agent shall use commercially reasonable efforts in good faith to allocate the proceeds of such Disposition to the Revolving Priority Collateral and the Notes Priority Collateral. If the Revolving Collateral Agent and the Notes Collateral Agent are unable to agree on such allocation within five (5) Business Days (or such other period of time as the Revolving Collateral Agent and the Notes Collateral Agent agree) of the consummation of such Disposition with respect to such Collateral, the portion of such proceeds that shall be allocated as proceeds of Revolving Priority Collateral for purposes of this Agreement shall be an amount equal to (i) the net book value of such Revolving Priority Collateral consisting of accounts, and (ii) to the extent the proceeds of Revolving Priority Collateral include proceeds of Collateral other than accounts, the fair market value of such other Collateral.

Retention of Proceeds. (a) In connection with an Exercise of Secured Creditor Remedies, the Notes Collateral Agent agrees that prior to the Discharge of the Revolving Obligations, the Notes Claimholders will only be entitled to retain proceeds of Notes Priority Collateral to the extent such exercise is not prohibited under Section 3.1 above. The Notes Fixed Asset Claimholders shall not be permitted to retain any proceeds of Revolving Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Revolving Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2. (b) In connection with an Exercise of Secured Creditor Remedies, the Revolving Collateral Agent agrees that prior to the Discharge of the Notes Obligations, Revolving Claimholders will only be entitled to retain proceeds of Revolving Priority Collateral to the extent such exercise is not prohibited under Section 3.2 above. The Revolving Claimholders shall not be permitted to retain any proceeds of Notes Fixed Asset Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Notes Fixed Asset Obligations has occurred, 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 in connection with an Exercise of Secured Creditor Remedies that includes both Revolving Priority Collateral and Notes Fixed Asset Priority Collateral, Collateral where the Revolving Collateral Agent and the Notes Collateral Agent shall use commercially reasonable efforts in good faith to allocate the proceeds of such Disposition to aggregate sales price is not allocated between the Revolving Priority Collateral and the Notes Fixed Asset Priority Collateral. If the Revolving Collateral Agent and the Notes Collateral Agent are unable to agree on such allocation within five being Disposed (5) Business Days (including in connection with or such other period of time as the Revolving Collateral Agent and the Notes Collateral Agent agree) a result of the consummation sale of such Disposition with respect to such Collateralthe Capital Stock of a Grantor), solely for purposes of this Agreement, the portion of such proceeds that the aggregate sales price determined to be Proceeds of the Revolving Priority Collateral on the one hand and Proceeds of the Fixed Asset Priority Collateral on the other hand shall be allocated as proceeds of first to the Revolving Priority Collateral for purposes of this Agreement shall be in an amount equal to the lesser of (ix) the total proceeds of such Disposition and (y) the net book value of such Revolving Priority Collateral consisting recorded on the applicable Grantor books in accordance with GAAP on the date of accountssuch Disposition, and (ii) with the balance, if any, allocated to the extent the proceeds of Revolving Fixed Asset Priority Collateral include proceeds of Collateral other than accounts, the fair market value of such other Collateral.

Retention of Proceeds. (a) In connection with an Exercise of Secured Creditor Remedies, the Notes Collateral Agent agrees that prior to the Discharge of the Revolving Obligations, the Notes Claimholders will only be entitled to retain proceeds of Notes Priority Collateral to the extent such exercise is not prohibited under Section 3.1 above. The Notes Claimholders shall not be permitted to retain any proceeds of Revolving Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Revolving Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2. (b) In connection with an Exercise of Secured Creditor Remedies, the Revolving Collateral Agent agrees that prior to the Discharge of the Notes Obligations, Revolving Claimholders will only be entitled to retain proceeds of Revolving Priority Collateral to the extent such exercise is not prohibited under Section 3.2 above. The Revolving Claimholders shall not be permitted to retain any proceeds of Notes Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Notes Obligations has occurred, 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 in connection with an Exercise of Secured Creditor Remedies that includes both Revolving Priority Collateral and Notes Priority CollateralCollateral where the aggregate sales price is not allocated between the Revolving Priority Collateral and Notes Priority Collateral being sold (including in connection with or as a result of the sale of the Capital Stock of a Grantor), solely for purposes of this Agreement, the Revolving Collateral Agent and portion of the Notes Collateral Agent shall use commercially reasonable efforts in good faith aggregate sales price determined to allocate the be proceeds of such Disposition the Revolving Priority Collateral on the one hand and Notes Priority Collateral on the other hand, shall be allocated first to the Revolving Priority Collateral and the Notes Priority Collateral. If the Revolving Collateral Agent and the Notes Collateral Agent are unable to agree on such allocation within five (5) Business Days (or such other period of time as the Revolving Collateral Agent and the Notes Collateral Agent agree) of the consummation of such Disposition with respect to such Collateral, the portion of such proceeds that shall be allocated as proceeds of Revolving Priority Collateral for purposes of this Agreement shall be in an amount equal to the lesser of (x) the total proceeds of such Disposition and (y) the greater of (i) the value of such Revolving Priority Collateral included in the Borrowing Base (as defined in the Revolving Credit Agreement) and (ii) the net book value of such Revolving Priority Collateral consisting recorded on the applicable Grantor’s books in accordance with GAAP, in each case for this clause (y), as assessed by the Revolving Collateral Agent in consultation with the Notes Collateral Agent on the date of accountssuch Disposition, and (ii) with the balance, if any, allocated to the extent the proceeds of Revolving Notes Priority Collateral include proceeds of Collateral other than accounts, the fair market value of such other Collateral.

Retention of Proceeds. (a) In connection with an Exercise of Secured Creditor Remedies, the Notes Collateral Agent agrees that prior to the Discharge of the Revolving Obligations, the Notes Claimholders will only be entitled to retain proceeds of Notes Priority Collateral to the extent such exercise is in connection with an Exercise of Secured Creditor Remedies that are not prohibited under Section 3.1 above. The Notes Claimholders shall not be permitted to retain any proceeds of Revolving Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Revolving Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2. (b) In connection with an Exercise of Secured Creditor Remedies, the Revolving Collateral Agent agrees that prior to the Discharge of the Notes Obligations, Revolving Claimholders will only be entitled to retain proceeds of Revolving Priority Collateral to the extent such exercise is in connection with an Exercise of Secured Creditor Remedies that are not prohibited under Section 3.2 above. The Revolving Claimholders shall not be permitted to retain any proceeds of Notes Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Notes Obligations has occurred, 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 in connection with an Exercise of Secured Creditor Remedies that includes both Revolving Priority Collateral and Notes Priority CollateralCollateral where the aggregate sales price is not allocated between the Revolving Priority Collateral and Notes Priority Collateral being sold (including in connection with or as a result of the sale of the capital stock of a Grantor), then solely for purposes of this Agreement, the Revolving Collateral Agent and the Notes Collateral Agent shall use commercially reasonable efforts in good faith to allocate the allocation of proceeds of such Disposition to the Revolving Priority Collateral shall be based upon, in the case of (i) any Revolving Priority Collateral consisting of inventory, at book value as assessed on the date of such Disposition, (ii) any Revolving Priority Collateral consisting of accounts receivable, at book value as assessed on the date of such Disposition and the (iii) all other Revolving Priority Collateral and Notes Priority Collateral. If the Revolving Collateral Agent and the Notes Collateral Agent are unable to agree on such allocation within five (5) Business Days (or such other period of time as the Revolving Collateral Agent and the Notes Collateral Agent agree) of the consummation of such Disposition with respect to such Collateral, the portion of such proceeds that shall be allocated as proceeds of Revolving Priority Collateral for purposes of this Agreement shall be an amount equal to (i) the net book at fair market value of such Revolving Priority Collateral consisting and Notes Priority Collateral sold, as determined by AMLLC in its reasonable judgment or, if the aggregate amount of accounts, and (ii) to the extent the proceeds of such other Revolving Priority Collateral include proceeds of and Notes Priority Collateral other sold is greater than accounts$20,000,000, the fair market value of such other Collateralan independent appraiser.

Retention of Proceeds. (a) In connection with an Exercise of Secured Creditor Remedies, the Notes Collateral Agent agrees that prior to the Discharge of the Revolving ABL Obligations, the Notes Claimholders will only be entitled to retain proceeds of Notes Priority Collateral to the extent such exercise in connection with an Exercise of Secured Creditor Remedies by Notes Agent that is not prohibited under Section 3.1 above. The Notes Claimholders shall not be permitted to retain any proceeds of Revolving ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Revolving ABL Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2. (b) In connection with an Exercise of Secured Creditor Remedies, the Revolving Collateral ABL Agent agrees that prior to the Discharge of the Notes Obligations, Revolving ABL Claimholders will only be entitled to retain proceeds of Revolving ABL Priority Collateral to the extent such exercise in connection with an Exercise of Secured Creditor Remedies by ABL Agent that is not prohibited under Section 3.2 above. The Revolving ABL Claimholders shall not be permitted to retain any proceeds of Notes Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Notes Obligations has occurred, 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 Notes Priority Collateral where the aggregate sales price is not allocated between the ABL Priority Collateral and Notes Priority Collateral being sold (including in connection with an Exercise or as a result of Secured Creditor Remedies that includes both Revolving the sale of the capital stock of a Grantor), then solely for purposes of this Agreement, the allocation of proceeds of such Disposition to the ABL Priority Collateral shall be based upon, in the case of (i) any ABL Priority Collateral consisting of inventory, the book value thereof as assessed on the date of such Disposition, (ii) any ABL Priority Collateral consisting of accounts receivable, the book value thereof as assessed on the date of such Disposition and (iii) all other ABL Priority Collateral and Notes Priority Collateral, the Revolving Collateral Agent and the Notes Collateral Agent shall use commercially reasonable efforts in good faith to allocate the proceeds of such Disposition to the Revolving Priority Collateral and the Notes Priority Collateral. If the Revolving Collateral Agent and the Notes Collateral Agent are unable to agree on such allocation within five (5) Business Days (or such other period of time as the Revolving Collateral Agent and the Notes Collateral Agent agree) of the consummation of such Disposition with respect to such Collateral, the portion of such proceeds that shall be allocated as proceeds of Revolving Priority Collateral for purposes of this Agreement shall be an amount equal to (i) the net book value of such Revolving Priority Collateral consisting of accounts, and (ii) to the extent the proceeds of Revolving Priority Collateral include proceeds of Collateral other than accounts, the fair market value of such ABL Priority Collateral and Notes Priority Collateral sold, as determined by the Company in its reasonable judgment or, if the aggregate amount of such other CollateralABL Priority Collateral and Notes Priority Collateral sold is greater than $20,000,000, an independent appraiser.

Retention of Proceeds. (a) In connection with an Exercise of Secured Creditor Remedies, the Notes Collateral Agent agrees that prior to the Discharge of the Revolving Obligations, the Notes Claimholders will only be entitled to retain proceeds of Notes Priority Collateral to the extent such exercise is not prohibited under Section 3.1 above. The Notes Claimholders shall not be permitted to retain any proceeds of Revolving Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Revolving Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2. (b) In connection with an Exercise of Secured Creditor Remedies, the Revolving Collateral Agent AgentLender agrees that prior to the Discharge of the Notes Obligations, Revolving Claimholders will only be entitled to retain proceeds of Revolving Priority Collateral to the extent such exercise is not prohibited under Section 3.2 above. The Revolving Claimholders shall not be permitted to retain any proceeds of Notes Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Notes Obligations has occurred, 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 in connection with an Exercise of Secured Creditor Remedies that includes both Revolving Priority Collateral and Notes Priority Collateral, the Revolving Collateral Agent AgentLender and the Notes Collateral Agent shall use commercially reasonable efforts in good faith to allocate the proceeds of such Disposition to the Revolving Priority Collateral and the Notes Priority Collateral. If the Revolving Collateral Agent AgentLender and the Notes Collateral Agent are unable to agree on such allocation within five (5) Business Days (or such other period of time as the Revolving Collateral Agent AgentLender and the Notes Collateral Agent agree) of the consummation of such Disposition with respect to such Collateral, the portion of such proceeds that shall be allocated as proceeds of Revolving Priority Collateral for purposes of this Agreement shall be an amount equal to (i) the net book value of such Revolving Priority Collateral consisting of accounts, and (ii) to the extent the proceeds of Revolving Priority Collateral include proceeds of Collateral other than accounts, the fair market value of such other Collateral., provided, that if proceeds of Collateral received in connection with (or otherwise attributable to the value of) the sale or other disposition of all or substantially all of the equity interests of any Grantor or all or substantially all of the assets of any Grantor, and such Grantor does not have an ownership interest in or rights to the Revolving Priority Collateral referenced in subclauses (i) and (ii), but a direct or indirect wholly owned Subsidiary of such Grantor, which itself is a Grantor, does have an ownership interest or rights therein, then, in such case, such Revolving Priority Collateral of such “Grantor” shall include the Revolving Priority Collateral of such Subsidiary.

Retention of Proceeds. (a) In connection with an Exercise of Secured Creditor Remedies, the Notes Collateral Term Loan Agent agrees that prior to the Discharge of the Revolving Obligations, the Notes Term Loan Claimholders will only be entitled to retain proceeds of Notes Term Priority Collateral to the extent such exercise is in connection with an Exercise of Secured Creditor Remedies that are not prohibited under Section 3.1 above3.1. The Notes Term Loan Claimholders shall not be permitted to retain any proceeds of Revolving Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Revolving Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2. (b) In connection with an Exercise of Secured Creditor Remedies, the Revolving Collateral Agent agrees that prior to the Discharge of the Notes Term Loan Obligations, Revolving Claimholders will only be entitled to retain proceeds of Revolving Priority Collateral to the extent such exercise is in connection with an Exercise of Secured Creditor Remedies that are not prohibited under Section 3.2 above3.2. The Revolving Claimholders shall not be permitted to retain any proceeds of Notes Term Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Notes Term Loan Obligations has occurred, 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 in connection with an Exercise of Secured Creditor Remedies that includes both Revolving Priority Collateral and Notes Term Priority CollateralCollateral where the aggregate sales price is not allocated between the Revolving Priority Collateral and Term Priority Collateral being sold (including in connection with or as a result of the sale of the Equity Interests of a Grantor), then solely for purposes of this Agreement, the Revolving Collateral Agent and the Notes Collateral Agent shall use commercially reasonable efforts in good faith to allocate the allocation of proceeds of such Disposition to the Revolving Priority Collateral and shall be based upon, in the Notes case of (i) any Revolving Priority Collateral. If Collateral consisting of inventory, at book value as assessed on the date of such Disposition, (ii) any Revolving Priority Collateral Agent and consisting of accounts receivable, at book value as assessed on the Notes Collateral Agent are unable to agree on such allocation within five (5) Business Days (or such other period of time as the Revolving Collateral Agent and the Notes Collateral Agent agree) of the consummation date of such Disposition with respect to such Collateral, the portion of such proceeds that shall be allocated as proceeds of and (iii) all other Revolving Priority Collateral for purposes of this Agreement shall be an amount equal to (i) the net book and Term Priority Collateral, at fair market value of such Revolving Priority Collateral consisting and Term Priority Collateral sold, as determined by the Lead Borrower in good faith in its reasonable judgment or, if the aggregate amount of accounts, and (ii) to the extent the proceeds of such other Revolving Priority Collateral include proceeds of and Term Priority Collateral other sold is greater than accounts$10,000,000, the fair market value of such other Collateralan independent appraiser.

Retention of Proceeds. (a) In connection with an Exercise of Secured Creditor Remedies, the Notes Collateral Agent agrees that prior to the Discharge of the Revolving Obligations, the Notes Claimholders will only be entitled to retain proceeds of Notes Priority Collateral to the extent such exercise is not prohibited under Section 3.1 above. The Notes Term Claimholders shall not be permitted to retain any proceeds of Revolving ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Revolving ABL Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2. (b) In connection with an Exercise of Secured Creditor Remedies, the Revolving Collateral Agent agrees that prior to the Discharge of the Notes Obligations, Revolving Claimholders will only be entitled to retain proceeds of Revolving Priority Collateral to the extent such exercise is not prohibited under Section 3.2 above. The Revolving ABL Claimholders shall not be permitted to retain any proceeds of Notes Term Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Notes Term Obligations has occurred, 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 Priority Collateral where the aggregate sales price is not allocated between the ABL Priority Collateral and the Term Priority Collateral being Disposed (including in connection with an Exercise or as a result of Secured Creditor Remedies that includes both Revolving 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 Notes Proceeds of the Term Priority Collateral, Collateral on the Revolving other hand shall be allocated first to the ABL Priority Collateral Agent and in an amount equal to the Notes Collateral Agent shall use commercially reasonable efforts in good faith to allocate lesser of (x) the total proceeds of such Disposition to the Revolving Priority Collateral and the Notes Priority Collateral. If the Revolving Collateral Agent and the Notes Collateral Agent are unable to agree on such allocation within five (5) Business Days (or such other period of time as the Revolving Collateral Agent and the Notes Collateral Agent agree) of the consummation of such Disposition with respect to such Collateral, the portion of such proceeds that shall be allocated as proceeds of Revolving Priority Collateral for purposes of this Agreement shall be an amount equal to (iy) the net book value of such Revolving ABL Priority Collateral consisting recorded on the applicable Grantor’s books in accordance with GAAP on the date of accountssuch Disposition, and (ii) with the balance, if any, allocated to the extent Term Priority Collateral. The foregoing shall apply to the proceeds disposition of Revolving Equity Interests of any entity only if the ABL Agent releases its Liens on such Equity Interest and on the ABL Priority Collateral include proceeds of Collateral other than accounts, the fair market value of such other Collateralentity.

Retention of Proceeds. (a) In connection with an Exercise of Secured Creditor Remedies, the Notes Collateral Agent agrees that prior to the Discharge of the Revolving ABL Obligations, the Notes Claimholders will only be entitled to retain proceeds of Notes Priority Collateral to the extent such exercise in connection with an Exercise of Secured Creditor Remedies by Notes Agent that is not prohibited under Section 3.1 above. The Notes Claimholders shall not be permitted to retain any proceeds of Revolving ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Revolving ABL Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2. (b) In connection with an Exercise of Secured Creditor Remedies, the Revolving Collateral ABL Agent agrees that prior to the Discharge of the Notes Obligations, Revolving ABL Claimholders will only be entitled to retain proceeds of Revolving ABL Priority Collateral to the extent such exercise in connection with an Exercise of Secured Creditor Remedies by ABL Agent that is not prohibited under Section 3.2 above. The Revolving ABL Claimholders shall not be permitted to retain any proceeds of Notes Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Notes Obligations has occurred, 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 Notes Priority Collateral where the aggregate sales price is not allocated between the ABL Priority Collateral and Notes Priority Collateral being sold (includingexcluding in connection with an Exercise or as a result of Secured Creditor Remedies that includes both Revolving the sale of the capital stock of a Grantor), then solely for purposes of this Agreement, the allocation of proceeds of such Disposition to the ABL Priority Collateral shall be based upon, in the case of (i) any ABL Priority Collateral consisting of inventory, the book value thereof as assessed on the date of such Disposition, (ii) any ABL Priority Collateral consisting of accounts receivable, the book value thereof as assessed on the date of such Disposition and (iii) all other ABL Priority Collateral and Notes Priority Collateral, the Revolving Collateral Agent and the Notes Collateral Agent shall use commercially reasonable efforts in good faith to allocate the proceeds fair market valueFair Market Value of such Disposition to the Revolving ABL Priority Collateral and the Notes Priority Collateral. If Collateral sold, as determined by the Revolving Collateral Agent and Company in its reasonable judgment or, if the Notes Collateral Agent are unable to agree on such allocation within five (5) Business Days (or such other period of time as the Revolving Collateral Agent and the Notes Collateral Agent agree) of the consummation of such Disposition with respect to such Collateral, the portion of such proceeds that shall be allocated as proceeds of Revolving Priority Collateral for purposes of this Agreement shall be an aggregate amount equal to (i) the net book value of such Revolving Priority Collateral consisting of accounts, and (ii) to the extent the proceeds of Revolving Priority Collateral include proceeds of Collateral other than accounts, the fair market value of such other CollateralABL Priority Collateral and Notes Priority Collateral sold is greater than $20,000,000,35,000,000, the Fair Market Value of such Collateral as determined by an independent appraiser.

Retention of Proceeds. (a) In connection with an Exercise of Secured Creditor Remedies, the Notes Collateral Agent agrees that prior to the Discharge of the Revolving Obligations, the Notes Claimholders will only be entitled to retain proceeds of Notes Priority Collateral to the extent such exercise is in connection with an Exercise of Secured Creditor Remedies that are not prohibited under Section 3.1 above. The Notes Claimholders shall not be permitted to retain any proceeds of Revolving Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Revolving Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2. (b) In connection with an Exercise of Secured Creditor Remedies, the Revolving Collateral Agent agrees that prior to the Discharge of the Notes Obligations, Revolving Claimholders will only be entitled to retain proceeds of Revolving Priority Collateral to the extent such exercise is in connection with an Exercise of Secured Creditor Remedies that are not prohibited under Section 3.2 above. The Revolving Claimholders shall not be permitted to retain any proceeds of Notes Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Notes Obligations has occurred, 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 in connection with an Exercise of Secured Creditor Remedies that includes both Revolving Priority Collateral and Notes Priority CollateralCollateral where the aggregate sales price is not allocated between the Revolving Priority Collateral and Notes Priority Collateral being sold, then for purposes of this Agreement, the Revolving Collateral Agent and the Notes Collateral Agent shall use commercially reasonable efforts in good faith to allocate the allocation of proceeds of such Disposition to the Revolving Priority Collateral and shall be the Notes Priority Collateral. If lesser of (x) the Revolving Collateral Agent and the Notes Collateral Agent are unable to agree on such allocation within five (5) Business Days (or such other period of time as the Revolving Collateral Agent and the Notes Collateral Agent agree) of the consummation total proceeds of such Disposition with respect to such Collateral, and (y) the portion greater of such proceeds that shall be allocated as proceeds of Revolving Priority Collateral for purposes of this Agreement shall be an amount equal to (i) the value of such assets attributed to the Borrowing Base (as defined in the Revolving Credit Agreement) and (ii) net book value of such assets of a type constituting Revolving Priority Collateral consisting recorded on the applicable Grantor’s books in accordance with GAAP, in each case for this clause (y), as assessed on the date of accountssuch Disposition, and (ii) with the balance, if any, allocated to the extent the proceeds of Revolving Notes Priority Collateral include proceeds of Collateral other than accounts, the fair market value of such other Collateral.

Retention of Proceeds. (a) In connection with an Exercise of Secured Creditor Remedies, the Notes Collateral Agent agrees that prior to the Discharge of the Revolving Obligations, the Notes Claimholders will only be entitled to retain proceeds of Notes Priority Collateral to the extent such exercise is not prohibited under Section 3.1 above. The Notes Claimholders shall not be permitted to retain any proceeds of Revolving ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Revolving ABL Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2. (b) In connection with an Exercise of Secured Creditor Remedies, the Revolving Collateral Agent agrees that prior to the Discharge of the Notes Obligations, Revolving Claimholders will only be entitled to retain proceeds of Revolving Priority Collateral to the extent such exercise is not prohibited under Section 3.2 above. The Revolving ABL Claimholders shall not be permitted to retain any proceeds of Notes Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of the Notes Obligations has occurred, 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 Notes Priority Collateral where the aggregate sales price is not allocated between the ABL Priority Collateral and Notes Priority Collateral being sold (excluding in connection with an Exercise or as a result of Secured Creditor Remedies that includes both Revolving the sale of the capital stock of a Grantor), then solely for purposes of this Agreement, the allocation of proceeds of such Disposition to the ABL Priority Collateral shall be based upon, in the case of (i) any ABL Priority Collateral consisting of inventory, the book value thereof as assessed on the date of such Disposition, (ii) any ABL Priority Collateral consisting of accounts receivable, the book value thereof as assessed on the date of such Disposition and (iii) all other ABL Priority Collateral and Notes Priority Collateral, the Revolving Collateral Agent and the Notes Collateral Agent shall use commercially reasonable efforts in good faith to allocate the proceeds Fair Market Value of such Disposition to the Revolving ABL Priority Collateral and the Notes Priority Collateral. If Collateral sold or, if the Revolving Collateral Agent and the Notes Collateral Agent are unable to agree on such allocation within five (5) Business Days (or such other period of time as the Revolving Collateral Agent and the Notes Collateral Agent agree) of the consummation of such Disposition with respect to such Collateral, the portion of such proceeds that shall be allocated as proceeds of Revolving Priority Collateral for purposes of this Agreement shall be an aggregate amount equal to (i) the net book value of such Revolving Priority Collateral consisting of accounts, and (ii) to the extent the proceeds of Revolving Priority Collateral include proceeds of Collateral other than accounts, the fair market value of such other CollateralABL Priority Collateral and Notes Priority Collateral sold is greater than $35,000,000, the Fair Market Value of such Collateral as determined by an independent appraiser.