Common use of Tracing of and Priorities in Proceeds Clause in Contracts

Tracing of and Priorities in Proceeds. The ABL Agent, for itself and on behalf of the ABL Credit Parties, and the Term Agent, for itself and on behalf of the Term Credit Parties, further agree that any Proceeds of Collateral, whether or not deposited in Deposit Accounts subject to control agreements, which are used by any Loan Party to acquire other property which is Collateral shall not (solely as between the Agents and the Credit Parties) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. Unless and until all Obligations shall have been paid in full, (a) any payment received in contravention of this Agreement or (b) any Collateral or proceeds thereof not constituting its Priority Collateral received by any Agent in connection with the Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the applicable Agent in accordance with the provisions of Section 2.1, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the ABL Agent is hereby permitted to deem all collections and payments deposited in any Deposit Account (other than Term Loan Priority Accounts), lockbox, securities accounts, commodity accounts, or the Administrative Agent’s Account to be proceeds of ABL Priority Collateral and no such funds credited to and such account shall be subject to disgorgement or be deemed to be held in trust by the ABL Agent for the benefit of the Term Agent and other Term Credit Parties; provided that with respect to any such funds that are proceeds of Term Priority Collateral credited to any such account (i) which funds are known by the loan officers of the ABL Agent responsible for the daily administration of the ABL Credit Agreement to be proceeds of Term Priority Collateral prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, or (ii) which are identified in a Term Loan Cash Proceeds Notice (which shall be effective with respect to the cash proceeds identified therein) received by the ABL Agent prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, to the extent permitted by applicable law, the ABL Agent shall turn over any misdirected proceeds of the Term Priority Collateral to the Term Agent.

Tracing of and Priorities in Proceeds. The ABL Agent, for itself and on behalf of the ABL Credit Secured Parties, and the Term Agent, for itself and on behalf of the Term Credit Secured Parties, further agree that prior to an issuance of any Proceeds notice of Exercise of Any Secured Creditor Remedies by such Secured Party (unless a bankruptcy or insolvency Event of Default then exists), any proceeds of Collateral, whether or not deposited in Deposit Accounts subject to under control agreements, which are used by any Loan Party to acquire other property which is Collateral shall not (solely as between the Agents and the Credit Secured Parties) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. Unless and until all Obligations shall have been paid in full, (a) any payment received in contravention of this Agreement or (b) any Collateral or proceeds thereof not constituting its Priority Collateral received by any Agent in connection with the Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the applicable Agent in accordance with the provisions of Section 2.1, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Term Document, unless and until the Discharge of the ABL Obligations, the ABL Agent is hereby permitted to deem all collections and payments deposited in any ABL Deposit and Securities Account (for the avoidance of doubt other than a Term Loan Priority Accounts), lockbox, securities accounts, commodity accounts, or the Administrative Agent’s Account Account) to be proceeds of ABL Priority Collateral and the Term Agent and the other Term Secured Parties each consents to the application of such funds to the ABL Obligations, and no such funds credited to and such account shall be subject to disgorgement or be deemed to be held in trust by the ABL Agent for the benefit of the Term Agent and other Term Credit Loan Parties; provided that with respect to any such funds that are identifiable proceeds of Term Priority Collateral credited to any such account (i) which funds are known by the loan officers of the ABL Agent responsible for the daily administration of the ABL Credit Agreement to be proceeds of has received a Loan Party Term Priority Collateral Proceeds Notice prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, or (ii) which are identified in the ABL Agent has received a Term Loan Cash Proceeds Notice (which shall be effective with respect to the cash proceeds identified therein) received by the ABL Agent prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, to the extent permitted by applicable law, the ABL Agent shall turn over any misdirected proceeds of the Term Priority Collateral to the Term Agent.

Tracing of and Priorities in Proceeds. The Prior to the delivery of notice of the commencement of a Standstill Period with respect to the Collateral of a Grantor (unless an Insolvency or Liquidation Proceeding of such Grantor has been commenced and is continuing), (a) any Proceeds of ABL Priority Collateral of such Grantor used by any Grantor to acquire any Note Priority Collateral shall be treated as Note Priority Collateral, so long as such use of ABL Priority Collateral is otherwise not in violation of the terms of this Agreement or the ABL Documents and (b) any Proceeds of Note Priority Collateral of such Grantor used by any Grantor to acquire any ABL Priority Collateral shall be treated as ABL Priority Collateral, so long as such use of Note Priority Collateral is otherwise not in violation of the terms of this Agreement or the Senior Note Documents and the Junior Note Documents. Notwithstanding anything to the contrary contained in this Agreement, any Senior Note Document or any Junior Note Document, until the Discharge of ABL Priority Obligations occurs Senior Note Agent and Junior Note Agent, for itself and on behalf of the ABL Credit applicable Secured Parties, agrees that prior to the receipt of a Note Cash Proceeds Notice, and the Term Agent, for itself and on behalf of the Term Credit Parties, further agree that any Proceeds of except with respect to Note Priority Collateral, whether or not deposited in Deposit Accounts subject to control agreements, which are used by any Loan Party to acquire other property which is Collateral shall not (solely as between the Agents and the Credit Parties) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. Unless and until all Obligations shall have been paid in full, (a) any payment received in contravention of this Agreement or (b) any Collateral or proceeds thereof not constituting its Priority Collateral received by any Agent reasonably identified in connection with the Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the applicable Agent in accordance with the provisions of Section 2.1, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement or any other Loan DocumentNote Cash Proceeds Notice, the ABL Agent is Secured Parties are hereby permitted to deem treat all cash, cash equivalents, money, collections and payments deposited in or credited to any Deposit Account (other than Term Loan Priority Accounts)Grantor’s deposit account, lockbox, securities accounts, commodity accounts, collection account or the Administrative Agent’s Account to be proceeds of other bank account or otherwise received by any ABL Secured Party as ABL Priority Collateral Collateral, and except as otherwise provided above, no such funds amounts deposited in or credited to and any such account accounts or received by any ​ ​ ABL Secured Party or applied to the ABL Obligations shall be subject to disgorgement or be deemed to be held in trust by the ABL Agent for the benefit of the Term Agent Note Secured Parties (and other Term Credit Parties; provided that with respect to any such funds that are proceeds of Term Priority Collateral credited to any such account (i) which funds are known by the loan officers all claims of the ABL Agent responsible for Note Secured Parties to such amounts are hereby waived); provided, this consent shall not inure to the daily administration benefit of any of the ABL Credit Agreement to Grantors or be proceeds deemed a waiver of Term Priority Collateral prior to or modification of any provision of the Senior Note Security Documents or any provisions of the Junior Note Security Documents, including any provision requiring application of such funds by proceeds to repayment of the ABL Agent to the ABL Senior Note Obligations and a subsequent credit extension under the ABL Credit Agreementor Junior Note Obligations, as applicable, or (ii) which are identified otherwise in a Term Loan Cash Proceeds Notice (which shall be effective the manner provided for in the Senior Note Security Documents or Junior Note Security Documents, as applicable, or any default or event of default that may result from any Grantor’s failure to comply with respect to the cash proceeds identified therein) received by the ABL Agent prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, to the extent permitted by applicable law, the ABL Agent shall turn over any misdirected proceeds of the Term Priority Collateral to the Term Agentrequirements.

Tracing of and Priorities in Proceeds. (a) The ABL Agent, for itself and on behalf of the ABL Credit Secured Parties, and the each Term Agent, for itself and on behalf of the applicable Term Credit Secured Parties, further agree that prior to an issuance of any Enforcement Notice by such Secured Party, any Proceeds of Collateral, whether or not deposited in Deposit Accounts subject to under control agreements, which are used by any Loan Party to acquire other property which is Collateral shall not (solely as between the Agents and the Credit PartiesLenders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. Unless and until all Obligations shall have been paid in full, (a) any payment received in contravention of this Agreement or . (b) Notwithstanding anything to the contrary in this Agreement, each Term Agent on behalf of the Term Secured Parties agrees that, unless (and only to the extent that) the ABL Agent has prior actual knowledge (as a result of written notice from a Term Agent or otherwise) that any deposit in, funds credited to or other payment into, any of the ABL Deposit and Security Accounts (other than the Term Collateral Proceeds Account) include Term Priority Collateral or proceeds thereof not constituting its Proceeds thereof, such deposits or payments may be treated as ABL Priority Collateral received by any Agent in connection and swept, applied and otherwise dealt with the Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the applicable Agent in accordance with the provisions terms of Section 2.1the ABL Documents. In accordance with the foregoing and the other terms of this Agreement, each ABL Secured Party shall segregate and pay over to the Term Agents upon written request after delivery of an Enforcement Notice by any Term Agent, in the same form as received, received and with any necessary endorsements or as a court endorsements, all Term Priority Collateral and/or identifiable Proceeds of competent jurisdiction may otherwise direct. Term Priority Collateral contained in any ABL Deposit and Security Account (and the ABL Loan Parties hereby authorize and direct the ABL Agent to pay over to the applicable Term Agent such amounts to the extent required hereunder). (c) Notwithstanding anything to the contrary contained in this Agreement or any other Loan DocumentAgreement, the ABL Agent is hereby permitted on behalf of the ABL Secured Parties agrees that, unless (and only to deem the extent that) a Term Agent has prior actual knowledge (as a result of written notice from the ABL Agent or otherwise) that any deposit in, funds credited to or other payment into, the Term Collateral Proceeds Account include ABL Priority Collateral or Proceeds thereof, such deposits or payments may be treated as Term Priority Collateral and swept, applied and otherwise dealt with in accordance with the terms of the Term Documents. In accordance with the foregoing and the other terms of this Agreement, each Term Secured Party shall segregate and pay over to the ABL Agent upon written request after delivery of an Enforcement Notice by the ABL Agent, in the same form as received and with any necessary endorsements, all collections and payments deposited in any Deposit Account (other than Term Loan ABL Priority Accounts), lockbox, securities accounts, commodity accounts, or the Administrative Agent’s Account to be proceeds Collateral and/or identifiable Proceeds of ABL Priority Collateral contained in the Term Collateral Proceeds Account (and no such funds credited the Term Loan Parties hereby authorize and direct the Term ABL Agents to and such account shall be subject pay over to disgorgement or be deemed to be held in trust by the ABL Agent for the benefit of the Term Agent and other Term Credit Parties; provided that with respect to any such funds that are proceeds of Term Priority Collateral credited to any such account (i) which funds are known by the loan officers of the ABL Agent responsible for the daily administration of the ABL Credit Agreement to be proceeds of Term Priority Collateral prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, or (ii) which are identified in a Term Loan Cash Proceeds Notice (which shall be effective with respect to the cash proceeds identified therein) received by the ABL Agent prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, amounts to the extent permitted by applicable law, the ABL Agent shall turn over any misdirected proceeds of the Term Priority Collateral to the Term Agentrequired hereunder).

Tracing of and Priorities in Proceeds. The ABL Agent, for itself and on behalf of the ABL Credit Secured Parties, and the Term Agent, for itself and on behalf of the Term Credit Secured Parties, further agree that prior to an issuance of any notice of Exercise of Any Secured Creditor Remedies by such Secured Party (unless a bankruptcy or insolvency Event of Default then exists), any Proceeds of Collateral, whether or not deposited in Deposit Accounts subject to control agreements, which are used by any Loan Credit Party to acquire other property which is Collateral shall not (solely as between the Agents and the Credit PartiesLenders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. Unless and until all Obligations shall have been paid in full, (a) any payment received in contravention of this Agreement or (b) any Collateral or proceeds thereof not constituting its Priority Collateral received by any Agent in connection with the Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the applicable Agent in accordance with the provisions of Section 2.1, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement or any other Loan ABL Document or Term Document, the ABL Agent is hereby permitted to deem all collections and payments deposited in any Deposit Account (other than a Term Loan Priority AccountsAccount), Securities Account, Commodity Account, lockbox, securities accounts, commodity accounts, or the Administrative Agent’s Concentration Account (as defined in the ABL Credit Agreement) to be proceeds of ABL Priority Collateral and no such funds credited to and such account shall be subject to disgorgement or be deemed to be held in trust by the ABL Agent for the benefit of the Term Agent and other Term Credit Secured Parties; provided that with respect to any such funds that are proceeds of Term Priority Collateral credited to any such account (i) which funds are known by the loan officers of the ABL Agent responsible for the daily administration of the ABL Credit Agreement to be proceeds of Term Priority Collateral prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, or (ii) which are identified in a Term Loan Cash Proceeds Notice (which shall be effective with respect to the cash proceeds identified therein) received by the ABL Agent prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, to the extent permitted by applicable law, the ABL Agent shall turn over any misdirected proceeds of the Term Priority Collateral to the Term Agent.

Tracing of and Priorities in Proceeds. The ABL Agent, for itself and on behalf of the ABL Credit Secured Parties, and the Term Agent, for itself and on behalf of the Term Credit Secured Parties, further agree that prior to an issuance of any Proceeds notice of Exercise of Any Secured Creditor Remedies by such Secured Party (unless a bankruptcy or insolvency Event of Default then exists), any proceeds of Collateral, whether or not deposited in Deposit Accounts subject to under control agreements, which are used by any Loan Credit Party to acquire other property which is Collateral shall not (solely as between the Agents and the Credit other Secured Parties) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. Unless In addition, unless and until all Obligations shall have been paid in full, (a) any payment received in contravention the Discharge of this Agreement or (b) any Collateral or proceeds thereof not constituting its Priority Collateral received by any Agent in connection with the Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the applicable Agent in accordance with the provisions of Section 2.1, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the ABL Agent is hereby permitted to deem all collections and payments deposited in any Deposit Account (other than Term Loan Priority Accounts)Obligations occurs, lockbox, securities accounts, commodity accounts, or the Administrative Agent’s Account to be proceeds of ABL Priority Collateral and no such funds credited to and such account shall be subject to disgorgement or be deemed to be held in trust by the ABL Agent for the benefit of the Term Agent and the other Term Credit Parties; provided that Secured Parties each consents and agrees to the application, prior to the giving in accordance with Section 7.5 of a Term Cash Proceeds Notice to the ABL Agent with respect to any such funds that are thereto, of cash or other proceeds of Term Priority Collateral credited deposited under control agreements or otherwise deposited in a Deposit Account, Securities Account or Commodity Account (other than any cash held in Term Loan Priority Accounts) to any such account (i) which funds are known by the loan officers repayment of the ABL Agent responsible for the daily administration of Obligations pursuant to the ABL Credit Agreement to be Documents (and any cash or other proceeds of Term Priority Collateral deposited under any control agreement or otherwise deposited in a Deposit Account, Securities Account or Commodity Account (other than any such cash held in Term Loan Priority Accounts) prior to the application giving in accordance with Section 7.5 of such funds by a Term Cash Proceeds Notice to the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, or (ii) which are identified in a Term Loan Cash Proceeds Notice (which shall be effective with respect to the such cash proceeds identified therein) received by the ABL Agent prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, to the extent permitted by applicable law, the ABL Agent shall turn over any misdirected or other proceeds of the Term Priority Collateral to the shall no longer constitute Term AgentPriority Collateral or proceeds thereof but shall constitute ABL Priority Collateral).

Tracing of and Priorities in Proceeds. The ABL Agent, for itself and on behalf of the ABL Credit Secured Parties, and the Term Agent, for itself and on behalf of the Term Credit Secured Parties, further agree that prior to an issuance of any Proceeds notice of Exercise of Any Secured Creditor Remedies by such Secured Party (unless a bankruptcy or insolvency Event of Default then exists), any proceeds of Collateral, whether or not deposited in Deposit Accounts subject to under control agreements, which are used by any Loan Party to acquire other property which is Collateral shall not (solely as between the Agents and the Credit PartiesLenders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. Unless and until all Obligations shall have been paid in full, (a) any payment received in contravention of this Agreement or (b) any Collateral or proceeds thereof not constituting its Priority Collateral received by any Agent in connection with the Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the applicable Agent in accordance with the provisions of Section 2.1, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Term Document, unless and until the Discharge of the ABL Obligations occurs, an Insolvency Proceeding is commenced with respect to any of the Credit Parties, or an Enforcement Notice is delivered by the Designated Term Agent to the ABL Agent, the ABL Agent is hereby permitted to deem all collections and payments deposited in any ABL Deposit and Securities Account (for the avoidance of doubt other than Term Loan Priority Accounts), lockbox, securities accounts, commodity accounts, Account) or the Administrative Agent’s Bank of America Concentration Account (as defined in the ABL Credit Agreement) to be proceeds of ABL Priority Collateral and the Term Agent and the other Term Secured Parties each consents to the application of such funds to the ABL Obligations, and no such funds credited to and such account shall be subject to disgorgement or be deemed to be held in trust by the ABL Agent for the benefit of the Term Agent and other Term Credit PartiesParties (and all claims of the Term Agent or any other Term Secured Party to such amounts are hereby waived); provided that with respect to any such funds that are identifiable proceeds of Term Priority Collateral credited to any such account (i) with respect to which funds are known by the loan officers of the ABL Agent responsible for the daily administration of the ABL Credit Agreement to be proceeds of has received a Term Priority Collateral Cash Proceeds Notice prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, or (ii) which are identified in a Term Loan Cash Proceeds Notice (which shall be effective with respect to the cash proceeds identified therein) received by the ABL Agent prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, to the extent permitted by applicable law, the ABL Agent shall turn over any misdirected proceeds of the Term Priority Collateral to the Term Agent.

Tracing of and Priorities in Proceeds. (a) The ABL Revolving Administrative Agent, for itself and on behalf of the ABL Credit Partiesother Revolving Claimholders, and the Term each Fixed Asset Collateral Agent, for itself and on behalf of the Term Credit Partiesother Fixed Asset Claimholders represented by it, further agree that until the earlier of an issuance of any Proceeds Enforcement Notice by such Claimholder or any Insolvency Proceeding constituting a Fixed Asset Default or any Insolvency Proceeding constituting a Revolving Default, as applicable, then exists, any proceeds of Collateral, whether or not deposited in Deposit Accounts subject to under control agreements, which are used by any Loan Party Grantor to acquire other property which is Collateral shall not (solely as between the Agents and the Credit PartiesClaimholders) be treated as Proceeds of Collateral for purposes of determining the relative Lien priorities in the Collateral which was so acquired. Unless and until all Obligations shall have been paid in full, (a) any payment received in contravention of this Agreement or . (b) Each Revolving Administrative Agent, on behalf of itself and the Revolving Claimholders represented by it, and each Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders represented by it, agrees that after an issuance of an Enforcement Notice, each such Person shall cooperate in good faith to identify the proceeds of the Revolving Priority Collateral and the Fixed Asset Priority Collateral, as the case may be (it being agreed that after an issuance of an Enforcement Notice, unless any Revolving Administrative Agent has actual knowledge to the contrary, all funds deposited under control agreements and then applied to the Revolving Obligations shall be presumed to be Revolving Priority Collateral (a presumption that can be rebutted by any Fixed Asset Collateral Agent); provided, however, that neither any Revolving Claimholder nor any Fixed Asset Claimholder shall be liable or in any way responsible for any claims or damages from conversion of the Revolving Priority Collateral or proceeds thereof not constituting its Fixed Asset Priority Collateral received by Collateral, as the case may be (it being understood and agreed that (A) the only obligation of any Agent in connection with the Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid Revolving Claimholder is to pay over to the applicable Agent in accordance with the provisions of Section 2.1Designated Fixed Asset Collateral Agent, in the same form as received, with any necessary endorsements or endorsements, all proceeds that such Revolving Claimholder received that have been identified as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the ABL Agent is hereby permitted to deem all collections and payments deposited in any Deposit Account (other than Term Loan Priority Accounts), lockbox, securities accounts, commodity accounts, or the Administrative Agent’s Account to be proceeds of ABL the Fixed Asset Priority Collateral and no such funds credited (B) the only obligation of any Fixed Asset Claimholder is to and such account shall be subject to disgorgement or be deemed to be held in trust by the ABL Agent for the benefit of the Term Agent and other Term Credit Parties; provided that with respect to any such funds that are proceeds of Term Priority Collateral credited to any such account (i) which funds are known by the loan officers of the ABL Agent responsible for the daily administration of the ABL Credit Agreement to be proceeds of Term Priority Collateral prior pay over to the application of Revolving Administrative Agent, in the same form as received, with any necessary endorsements, all proceeds that such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, or (ii) which are Fixed Asset Claimholder received that have been identified in a Term Loan Cash Proceeds Notice (which shall be effective with respect to the cash proceeds identified therein) received by the ABL Agent prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, to the extent permitted by applicable law, the ABL Agent shall turn over any misdirected as proceeds of the Term Revolving Priority Collateral). Each of the Revolving Administrative Agent and the Fixed Asset Collateral to Agents may request from the Term Agentother agents an accounting of the identification of the proceeds of Collateral (and the Revolving Administrative Agent and the Fixed Asset Collateral Agents, as the case may be, upon which such request is made shall deliver such accounting reasonably promptly after such request is made).

Tracing of and Priorities in Proceeds. The Prior to the delivery of notice of the commencement of a Standstill Period with respect to the Collateral of a Grantor (unless an Insolvency or Liquidation Proceeding of such Grantor has been commenced and is continuing), (a) any Proceeds of ABL Priority Collateral of such Grantor used by any Grantor to acquire any Note Priority Collateral shall be treated as Note Priority Collateral, so long as such use of ABL Priority Collateral is otherwise not in violation of the terms of this Agreement or the ABL Documents and (b) any Proceeds of Note Priority Collateral of such Grantor used by any Grantor to acquire any ABL Priority Collateral shall be treated as ABL Priority Collateral, so long as such use of Note Priority Collateral is otherwise not in violation of the terms of this Agreement or the Senior Note Documents and the Junior Note Documents. Notwithstanding anything to the contrary contained in this Agreement, any Senior Note Document or any Junior Note Document, until the Discharge of ABL Priority Obligations occurs Senior Note Agent and Junior Note Agent, for itself and on behalf of the ABL Credit applicable Secured Parties, agrees that prior to the receipt of a Note Cash Proceeds Notice, and the Term Agent, for itself and on behalf of the Term Credit Parties, further agree that any Proceeds of except with respect to Note Priority Collateral, whether or not deposited in Deposit Accounts subject to control agreements, which are used by any Loan Party to acquire other property which is Collateral shall not (solely as between the Agents and the Credit Parties) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. Unless and until all Obligations shall have been paid in full, (a) any payment received in contravention of this Agreement or (b) any Collateral or proceeds thereof not constituting its Priority Collateral received by any Agent reasonably identified in connection with the Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the applicable Agent in accordance with the provisions of Section 2.1, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement or any other Loan DocumentNote Cash Proceeds Notice, the ABL Agent is Secured Parties are hereby permitted to deem treat all cash, cash equivalents, money, collections and payments deposited in or credited to any Deposit Account (other than Term Loan Priority Accounts)Grantor's deposit account, lockbox, securities accounts, commodity accounts, collection account or the Administrative Agent’s Account to be proceeds of other bank account or otherwise received by any ABL Secured Party as ABL Priority Collateral Collateral, and except as otherwise provided above, no such funds amounts deposited in or credited to and any such account accounts or received by any ABL Secured Party or applied to the ABL Obligations shall be subject to disgorgement or be deemed to be held in trust by the ABL Agent for the benefit of the Term Agent Note Secured Parties (and other Term Credit Parties; provided that with respect to any such funds that are proceeds of Term Priority Collateral credited to any such account (i) which funds are known by the loan officers all claims of the ABL Agent responsible for Note Secured Parties to such amounts are hereby waived); provided, this consent shall not inure to the daily administration benefit of any of the ABL Credit Agreement to Grantors or be proceeds deemed a waiver of Term Priority Collateral prior to or modification of any provision of the Senior Note Security Documents or any provisions of the Junior Note Security Documents, including any provision requiring application of such funds by proceeds to repayment of the ABL Agent to the ABL Senior Note Obligations and a subsequent credit extension under the ABL Credit Agreementor Junior Note Obligations, as applicable, or (ii) which are identified otherwise in a Term Loan Cash Proceeds Notice (which shall be effective the manner provided for in the Senior Note Security Documents or Junior Note Security Documents, as applicable, or any default or event of default that may result from any Grantor's failure to comply with respect to the cash proceeds identified therein) received by the ABL Agent prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, to the extent permitted by applicable law, the ABL Agent shall turn over any misdirected proceeds of the Term Priority Collateral to the Term Agentrequirements.

Tracing of and Priorities in Proceeds. The ABL Agent, for itself and on behalf of the ABL Credit Secured Parties, and the Term Agent, for itself and on behalf of the Term Credit Secured Parties, further agree that prior to an issuance of any Proceeds notice of Exercise of Any Secured Creditor Remedies by such Secured Party (unless a bankruptcy or insolvency Event of Default then exists), any proceeds of Collateral, whether or not deposited in Deposit Accounts subject to under control agreements, which are used by any Loan Party to acquire other property which is Collateral shall not (solely as between the Agents and the Credit PartiesLenders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. Unless and until all Obligations shall have been paid in full, (a) any payment received in contravention of this Agreement or (b) any Collateral or proceeds thereof not constituting its Priority Collateral received by any Agent in connection with the Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the applicable Agent in accordance with the provisions of Section 2.1, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Term Document, unless and until the Discharge of the ABL Obligations, the ABL Agent is hereby permitted to deem all collections and payments deposited in any ABL Deposit and Securities Account (for the avoidance of doubt other than Term Loan Priority Accounts), lockbox, securities accounts, commodity accounts, Account) or the Administrative Agent’s Concentration Account (as defined in the ABL Credit Agreement) to be proceeds of ABL Priority Collateral and the Term Agent and the other Term Secured Parties each consents to the application of such funds to the ABL Obligations, and no such funds credited to and such account shall be subject to disgorgement or be deemed to be held in trust by the ABL Agent for the benefit of the Term Agent and other Term Credit Parties; provided that with respect to any such funds that are identifiable proceeds of Term Priority Collateral credited to any such account (i) with respect to which funds are known by the loan officers of the ABL Agent responsible for the daily administration of the ABL Credit Agreement to be proceeds of has received a Term Priority Collateral Cash Proceeds Notice prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, or (ii) which are identified in a Term Loan Cash Proceeds Notice (which shall be effective with respect to the cash proceeds identified therein) received by the ABL Agent prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, to the extent permitted by applicable law, the ABL Agent shall turn over any misdirected proceeds of the Term Priority Collateral to the Term Agent.

Tracing of and Priorities in Proceeds. The ABL Revolving Loan Agent, for itself and on behalf of the ABL Credit Revolving Loan Secured Parties, and the Term Loan Agent, for itself and on behalf of the Term Credit Loan Secured Parties, further agree that prior to an issuance of a notice of an Enforcement Notice or the commencement of any Insolvency Proceeding, any Proceeds of Shared Collateral, whether or not deposited in Deposit Accounts subject to control agreementsunder Control Agreements, which are used by any Loan Party U.S. Grantor to acquire other property which is Shared Collateral shall not (solely as between the Agents Agents, the Revolving Loan Secured Parties and the Credit Term Loan Secured Parties) be treated as Proceeds of Shared Collateral for purposes of determining the relative priorities in the Shared Collateral which was so acquired. Unless In addition, unless and until all Obligations shall have been paid in fullthe Discharge of Revolving Loan Debt occurs, subject to Section 4.2, the Term Loan Agent and the Term Loan Secured Parties each hereby (ax) any payment received in contravention of this Agreement or (b) any Collateral or proceeds thereof not constituting its Priority Collateral received by any Agent in connection with the Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over consents to the applicable application, prior to the receipt by the Revolving Loan Agent in accordance with of a notice of an Enforcement Notice or a notice of the provisions declaration by Term Loan Secured Parties of Section 2.1a Term Loan Event of Default or the commencement of any Insolvency Proceeding, of cash (including any other Proceeds of Shared Collateral as and when converted to cash) deposited under Control Agreements or Blocked Accounts (as defined in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything Revolving Loan Agreement) to the contrary contained in this Agreement repayment of Revolving Loan Debt pursuant to the Revolving Loan Documents and (y) agrees that any claim that payments made to the Revolving Loan Agent through the accounts that are subject to such Control Agreements or any other Loan DocumentDominion Accounts, the ABL Agent is hereby permitted to deem all collections and payments deposited in any Deposit Account (other than respectively, are Proceeds of or otherwise constitute Term Loan Priority Accounts), lockbox, securities accounts, commodity accounts, or the Administrative Agent’s Account to be proceeds of ABL Priority Collateral and no such funds credited to and such account shall be subject to disgorgement or be deemed to be held in trust are waived by the ABL Term Loan Agent for the benefit of and the Term Agent and other Term Credit Loan Secured Parties; provided that with respect to any such funds that are proceeds of Term Priority Collateral credited to any such account (i) which funds are known by the loan officers of the ABL Agent responsible for the daily administration of the ABL Credit Agreement to be proceeds of Term Priority Collateral prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, or (ii) which are identified in a Term Loan Cash Proceeds Notice (which shall be effective with respect to the cash proceeds identified therein) received by the ABL Agent prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, to the extent permitted by applicable law, the ABL Agent shall turn over any misdirected proceeds of the Term Priority Collateral to the Term Agent.

Tracing of and Priorities in Proceeds. (a) The ABL Collateral Agent, for itself and on behalf of the other ABL Credit PartiesClaimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Credit PartiesClaimholders, further agree that until the earlier of an issuance of any Proceeds Enforcement Notice by such Claimholder or a bankruptcy or insolvency constituting a Term Default or a bankruptcy or insolvency constituting an ABL Default, as applicable, then exists, any proceeds of Collateral, whether or not deposited in Deposit Accounts subject to under control agreements, which are used by any Loan Party Grantor to acquire other property which is Collateral shall not (solely as between the Agents and the Credit PartiesClaimholders) be treated as Proceeds of Collateral for purposes of determining the relative Lien priorities in the Collateral which was so acquired. Unless and until all Obligations shall have been paid in full, (a) any payment received in contravention of this Agreement or . (b) The Term Collateral Agent, for itself and on behalf of the other Term Claimholders, acknowledges that, under the terms of the ABL Loan Documents, the Grantors are or may be required to ensure that all payments on Accounts constituting ABL Priority Collateral, or on other ABL Priority Collateral, are made to Deposit Accounts or lockboxes related thereto that constitute ABL Priority Collateral, and agrees that, notwithstanding anything to the contrary set forth herein, no ABL Claimholder shall have any duty, responsibility or obligation to any Term Claimholder with respect to such Deposit Accounts or lockboxes, including no obligation to pay over to any Term Claimholder any payments received into any such Deposit Account or lockbox at any time. The Term Collateral or proceeds thereof not constituting its Agent, for itself and on behalf of the other Term Claimholders, agrees that, notwithstanding anything to the contrary set forth herein (including Section 4.2) to the extent that Proceeds of any Term Priority Collateral received by are deposited into any Agent in connection with Deposit Accounts or lockboxes and are subsequently applied to repay or prepay the Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the applicable Agent in accordance with the provisions of Section 2.1ABL Obligations, in the same form as receivedabsence of the ABL Administrative Agent’s willful misconduct or gross negligence (such absence to be presumed unless otherwise determined by a final, with any necessary endorsements or as non-appealable judgment of a court of competent jurisdiction may otherwise direct. Notwithstanding anything jurisdiction), the sole remedy of the Term Claimholders with regard to such Proceeds shall be to proceed directly against the Grantors unless, prior to the contrary contained in this Agreement time such proceeds are applied to repay or any other Loan Documentprepay the ABL Obligations, the ABL Administrative Agent is hereby permitted to deem all collections and payments deposited in any Deposit Account (other than Term Loan Priority Accounts), lockbox, securities accounts, commodity accounts, or the Administrative Agent’s Account to be proceeds has actually received a Notification of ABL Priority Collateral and no such funds credited to and such account shall be subject to disgorgement or be deemed to be held in trust by the ABL Agent for the benefit Proceeds. For purposes of the foregoing, a “Notification of Proceeds” means a notice in writing from the Term Collateral Agent and other Term Credit Parties; provided that with respect to or any such funds that are proceeds of Term Priority Collateral credited to any such account (i) which funds are known by the loan officers of the ABL Agent responsible for the daily administration of the ABL Credit Agreement to be proceeds of Term Priority Collateral prior to the application of such funds by the ABL Agent Grantor to the ABL Obligations and a subsequent credit extension under Administrative Agent containing the ABL Credit Agreement, or following information: (iia) which are identified in a Term Loan Cash Proceeds Notice (which shall be effective with respect to the cash proceeds identified therein) received by the ABL Agent prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, to the extent permitted by applicable law, the ABL Agent shall turn over any misdirected proceeds of the Term Priority Collateral to being sold or otherwise Disposed, (b) the proposed date of the sale or other Disposition, (c) the approximate amount of Proceeds therefrom and (d) the name and contact information of the buyer or transferee of such Term AgentPriority Collateral or, in the case of an auction, of the auctioneer.

Tracing of and Priorities in Proceeds. (a) The ABL Agent, for itself and on behalf of the ABL Credit Secured Parties, and the each Term Agent, for itself and on behalf of the applicable Term Credit Secured Parties, further agree that prior to an issuance of any Enforcement Notice by such Secured Party, any Proceeds of Collateral, whether or not deposited in Deposit Accounts subject to under control agreements, which are used by any Loan Party to acquire other property which is Collateral shall not (solely as between the Agents and the Credit PartiesLenders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. Unless and until all Obligations shall have been paid in full, (a) any payment received in contravention of this Agreement or . (b) Notwithstanding anything to the contrary in this Agreement, each Term Agent on behalf of the Term Secured Parties agrees that, unless (and only to the extent that) the ABL Agent has prior actual knowledge (as a result of written notice from a Term Agent or otherwise) that any deposit in, funds credited to or other payment into, any of the ABL Deposit and Security Accounts (other than the Term Collateral Proceeds Account) include Term Priority Collateral or proceeds thereof not constituting its Proceeds thereof, such deposits or payments may be treated as ABL Priority Collateral received by any Agent in connection and swept, applied and otherwise dealt with the Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the applicable Agent in accordance with the provisions terms of Section 2.1the ABL Documents. In accordance with the foregoing and the other terms of this Agreement, each ABL Secured Party shall segregate and pay over to the Term Agents upon written request after delivery of an Enforcement Notice by any Term Agent, in the same form as received, received and with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Documentendorsements, the ABL Agent is hereby permitted to deem all collections and payments deposited in any Deposit Account (other than Term Loan Priority Accounts), lockbox, securities accounts, commodity accounts, or the Administrative Agent’s Account to be proceeds of ABL Priority Collateral and no such funds credited to and such account shall be subject to disgorgement or be deemed to be held in trust by the ABL Agent for the benefit of the Term Agent and other Term Credit Parties; provided that with respect to any such funds that are proceeds and/or identifiable Proceeds of Term Priority Collateral credited to contained in any such account ABL Deposit and Security Account (i) which funds are known by the loan officers of and the ABL Agent responsible for the daily administration of the ABL Credit Agreement to be proceeds of Term Priority Collateral prior to the application of such funds by Loan Parties hereby authorize and direct the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, or (ii) which are identified in a Term Loan Cash Proceeds Notice (which shall be effective with respect pay over to the cash proceeds identified therein) received by the ABL applicable Term Agent prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, amounts to the extent permitted by applicable law, the ABL Agent shall turn over any misdirected proceeds of the Term Priority Collateral to the Term Agentrequired hereunder).

Tracing of and Priorities in Proceeds. The ABL Facility Agent, for itself and on behalf of the ABL Credit Facility Secured Parties, and the Term each Non-ABL Collateral Agent, for itself and on behalf of the Term Credit Non-ABL Secured Parties, further agree that prior to any Proceeds issuance of a written notice of an exercise of remedies by the Applicable Senior Collateral Agent to the Junior Collateral Agent (unless a bankruptcy or insolvency Event of Default then exists, in which case, prior to the occurrence of such Event of Default), any proceeds of Collateral, whether or not deposited in Deposit Accounts subject to under control agreements, which are used by any Loan Party Grantor to acquire other property which is Collateral shall not (solely as between the Collateral Agents and the Credit Partieslenders or other applicable creditors) be treated as Proceeds proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. Unless and until all Obligations shall have been paid in full, ; provided that (aA) any payment Collateral, regardless of type, to the extent received in contravention of this Agreement or (b) any Collateral or proceeds thereof not constituting its exchange for ABL Priority Collateral received pursuant to an exercise of remedies by any Agent in connection with the Exercise of Secured Creditor Remedies shall be segregated and held in trust and forthwith paid over to the applicable ABL Facility Agent in accordance with the provisions terms of Section 2.1, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the ABL Agent is hereby permitted to deem all collections Facility Documents and payments deposited in any Deposit Account (other than Term Loan Priority Accounts), lockbox, securities accounts, commodity accountsthis Agreement, or the Administrative Agent’s Account to a Disposition described in Section 2.05(a) of this Agreement, shall be proceeds of treated as ABL Priority Collateral under this Agreement, the Non-ABL Documents and no such funds credited to and such account shall be subject to disgorgement or be deemed to be held in trust by the ABL Agent for the benefit Facility Documents; and (B) any Collateral, regardless of the Term Agent and other Term Credit Parties; provided that with respect to any such funds that are proceeds of Term Priority Collateral credited to any such account (i) which funds are known by the loan officers of the ABL Agent responsible for the daily administration of the ABL Credit Agreement to be proceeds of Term Priority Collateral prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreement, or (ii) which are identified in a Term Loan Cash Proceeds Notice (which shall be effective with respect to the cash proceeds identified therein) received by the ABL Agent prior to the application of such funds by the ABL Agent to the ABL Obligations and a subsequent credit extension under the ABL Credit Agreementtype, to the extent permitted received in exchange for Non-ABL Priority Collateral pursuant to an exercise of remedies by the Intercreditor Agent or any Non-ABL Collateral Agent in accordance with the terms of the applicable lawNon-ABL Documents and this Agreement, or a Disposition described in Section 2.05(b) of this Agreement, shall be treated as Non-ABL Priority Collateral under this Agreement, the Non-ABL Agent shall turn over any misdirected proceeds of Documents and the Term Priority Collateral to the Term AgentABL Facility Documents.