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

Tracing of and Priorities in Proceeds. The ABL Representative, for itself and on behalf of the ABL Secured Parties, and each Term Priority Representative, for itself and on behalf of the Term Priority Debt Parties represented by it, 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 Shared Collateral, whether or not deposited under control agreements, which are used by any Grantor to acquire other property which is Collateral shall not be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In addition, unless and until the Discharge of ABL Obligations has occurred, the Term Priority Representatives and the Term Priority Debt Parties each hereby consents to the application, prior to the receipt by the ABL Representative of an Enforcement Notice issued by the Designated Term Priority Representative (unless any bankruptcy or insolvency Event of Default then exists), of Proceeds of Term Priority Collateral deposited in accounts subject to control agreements (other than Term Priority Accounts) to the repayment of ABL Obligations pursuant to the ABL Debt Documents, and agrees that such Proceeds of Term Priority Collateral shall constitute ABL Priority Collateral.

Tracing of and Priorities in Proceeds. The ABL RepresentativeAgent, for itself and on behalf of the other ABL Secured PartiesClaimholders, and each Term Priority RepresentativeNotes Agent, for itself and on behalf of the Term Priority Debt Parties represented by itother Notes Claimholders, further agree that prior to an issuance of any notice of exercise of any Secured Creditor Remedies Enforcement Notice by such Secured Party Claimholder (unless a bankruptcy or insolvency Event of ABL Default or Notes Default then exists), any proceeds of Shared CollateralCollateral obtained in accordance with the terms of the ABL Loan Documents and the Notes Documents, whether or not deposited under control agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Claimholders) be treated as Proceeds proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In addition, unless and until the Discharge of ABL Obligations has occurredoccurs, Notes Agent, for itself and on behalf of the Term Priority Representatives and the Term Priority Debt Parties each other Notes Claimholders, hereby consents to the application, prior to the receipt by the ABL Representative Agent of an Enforcement Notice issued by the Designated Term Priority Representative (unless any bankruptcy or insolvency Event of Default then exists)Notes Agent, of Proceeds cash or other proceeds of Term Priority Collateral deposited in accounts subject to under deposit account control agreements (other than Term Priority Accounts) to the repayment of ABL Obligations pursuant to the ABL Debt Loan Documents, and agrees that such Proceeds of Term Priority Collateral shall constitute ABL Priority Collateral.

Tracing of and Priorities in Proceeds. The ABL RepresentativeAgent, for itself and on behalf of the other ABL Secured PartiesClaimholders, and each Term Priority RepresentativeNotes Agent, for itself and on behalf of the Term Priority Debt Parties represented by itother Notes Claimholders, further agree that prior to an issuance of any notice Enforcement Notice by such Claimholder or, with respect to Notes Collateral, prior to any time when the Notes Agent conducts an Exercise of exercise of any Secured Creditor Remedies by such Secured Party (unless unless, in either case, a bankruptcy or insolvency Event of ABL Default or Notes Default then exists), any proceeds of Shared CollateralCollateral obtained in accordance with the terms of the ABL Loan Documents, the Notes Documents and the Other Pari Passu Lien Obligations Agreement, whether or not deposited under control agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Claimholders) be treated as Proceeds proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In addition, unless and until the Discharge of ABL Obligations has occurredoccurs, Notes Agent, for itself and on behalf of the Term Priority Representatives and the Term Priority Debt Parties each other Notes Claimholders, hereby consents to the application, prior to the receipt by the ABL Representative Agent of an Enforcement Notice issued by the Designated Term Priority Representative (unless any bankruptcy or insolvency Event of Default then exists)Notes Agent, of Proceeds cash or other proceeds of Term Priority ABL Collateral deposited in accounts subject to under deposit account control agreements (other than Term Priority Accounts) to the repayment of ABL Obligations pursuant to the ABL Debt Loan Documents, and agrees that such Proceeds of Term Priority Collateral shall constitute ABL Priority Collateral.

Tracing of and Priorities in Proceeds. The ABL RepresentativeAgent, for itself and on behalf of the other ABL Secured Parties, and each the Term Priority RepresentativeAgent, for itself and on behalf of the other Term Priority Debt Parties represented by itSecured Parties, further agree that prior to an issuance of any notice of exercise Exercise of any Any Secured Creditor Remedies by such Secured Party (unless a bankruptcy or insolvency Event of Default then exists), any proceeds of Shared Collateral, whether or not deposited under control agreements, which are used by any Grantor Credit Party to acquire other property which is Collateral shall not (solely as between the Agents and the Lenders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In addition, unless and until the Discharge of the ABL Obligations has occurredoccurs, the Term Priority Representatives Agent and the other Term Priority Debt Secured Parties each hereby consents to the application, prior to the receipt by the ABL Representative application of an Enforcement Notice issued by the Designated Term Priority Representative (unless any bankruptcy cash or insolvency Event other proceeds of Default then exists), of Proceeds of Term Priority Collateral deposited in accounts subject to under control agreements (other than (a) any cash held in Term Loan Priority Accounts, or (b) cash or other proceeds of Collateral that are known by a loan officer of the ABL Agent active on the ABL Borrowers’ accounts to be, or identified in a Term Cash Proceeds Notice (which shall be effective with respect to the cash proceeds identified therein) delivered to the ABL Agent as, proceeds of Term Loan Priority Collateral prior to the application of such amounts by the ABL Agent to the ABL Obligations) to the repayment of the ABL Obligations pursuant to the ABL Debt Documents, and agrees that such Proceeds of Term Priority Collateral shall constitute ABL Priority Collateral.

Tracing of and Priorities in Proceeds. The ABL RepresentativeAgent, for itself and on behalf of the other ABL Secured PartiesClaimholders, and each Term Priority RepresentativeNotes Agent, for itself and on behalf of the Term Priority Debt Parties represented by itother Notes Claimholders, further agree that prior to an issuance of any notice Enforcement Notice by such Claimholder or, with respect to Notes Collateral, prior to any time when the Notes Agent conducts an Exercise of exercise of any Secured Creditor Remedies by such Secured Party (unless unless, in either case, a bankruptcy or insolvency Event of ABL Default or Notes Default then exists), any proceeds of Shared CollateralCollateral obtained in accordance with the terms of the ABL Loan Documents and, the Notes Documents and the Other Pari Passu Lien Obligations Agreement, whether or not deposited under control agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Claimholders) be treated as Proceeds proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In addition, unless and until the Discharge of ABL Obligations has occurredoccurs, Notes Agent, for itself and on behalf of the Term Priority Representatives and the Term Priority Debt Parties each other Notes Claimholders, hereby consents to the application, prior to the receipt by the ABL Representative Agent of an Enforcement Notice issued by the Designated Term Priority Representative (unless any bankruptcy or insolvency Event of Default then exists)Notes Agent, of Proceeds cash or other proceeds of Term Priority ABL Collateral deposited in accounts subject to under deposit account control agreements (other than Term Priority Accounts) to the repayment of ABL Obligations pursuant to the ABL Debt Loan Documents, and agrees that such Proceeds of Term Priority Collateral shall constitute ABL Priority Collateral.