Tracing of Proceeds. The ABL Credit Agreement Collateral Agent, for itself and on behalf of the ABL Claimholders, and each Term Loan Collateral Agent for itself and on behalf of its Related Claimholders, agree that prior to an issuance of any notice of any Enforcement Action by such Collateral Agent or any of its Related Claimholders to each other Collateral Agent (unless a bankruptcy or insolvency “Event of Default” then exists under any Financing Document), any proceeds of Collateral, whether or not deposited in Deposit Accounts subject to control agreements, which are used by any Obligor to acquire other property which is Collateral shall not (solely as between the Collateral Agents and the Claimholders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. Notwithstanding anything to the contrary contained in this Agreement or any Term Loan Document, unless and until the Discharge of ABL Obligations occurs, if an Insolvency or Liquidation Proceeding is commenced with respect to any of the Obligors, or a notice of an Enforcement Action is delivered by the Directing Term Loan Collateral Agent to the ABL Credit Agreement Collateral Agent, the ABL Credit Agreement Collateral Agent is hereby permitted to deem all collections and payments deposited in any Deposit Account or Securities Account (for the avoidance of doubt other than any Term Proceeds Account) to be Proceeds of ABL Priority Collateral and each Term Loan Collateral Agent, on behalf of itself and each other Term Loan Claimholder, consents to the application of such funds to the ABL Obligations, and no such funds credited to such account shall be subject to disgorgement or be deemed to be held in trust by the ABL Credit Agreement Collateral Agent for the benefit of any Term Loan Collateral Agent or any other Term Loan Claimholder; provided that with respect to any such funds that are identifiable proceeds of Term Loan Priority Collateral credited to any such account, with respect to which funds the ABL Credit Agreement Collateral Agent has received a Term Cash Proceeds Notice prior to the application of such funds by the ABL Credit Agreement Collateral Agent to the ABL Obligations, the ABL Credit Agreement Collateral Agent shall turn over any such misdirected proceeds of the Term Loan Priority Collateral to the Directing Term Loan Collateral Agent.
Tracing of Proceeds. Reseller shall maintain reasonably detailed and accurate accounting and records of proceeds of the Loans and transfers of proceeds of the Loans (a) received by it from Lenders or Administrative Agents, (b) transferred from it to any other Covered Person, and (c) received by it from another Reseller. Reseller agrees that (i) the business operations of Reseller and each other Covered Person are interrelated and complement one another, and such entities have a common business purpose and common management, and (ii) the proceeds of Advances hereunder will benefit Reseller and each Covered Person, severally and jointly. Not in any way in limitation of any other provisions set forth herein, such books and records may be reviewed and copied by Administrative Agents at Reseller’s expense at reasonable intervals and upon reasonable notice given by Administrative Agents to Reseller.
Tracing of Proceeds. Each Covered Person shall maintain detailed and accurate records of all transfers of any proceeds of the Loans among Borrower and any Covered Person or Affiliate of a Covered Person.
Tracing of Proceeds. Each Covered Person shall maintain detailed and accurate records of all transfers of any proceeds of the Loans from Borrower to a Covered Person. Borrower and each Guarantor agrees that (a) the business operations thereof are interrelated and complement one another, and such entities have a common business purpose and common management, and (b) the proceeds of Advances hereunder will benefit each of them regardless of who requests or receives part or all of any Advance.
Tracing of Proceeds. Each Covered Person shall maintain detailed and accurate records of all transfers of any proceeds of the Loans from Borrower to such Covered Person. Borrower shall maintain reasonably detailed and accurate records of proceeds of the Loans and transfers of the proceeds of the Loans (i) received by it from the Lenders, (ii) transferred from it to any other Covered Person, (iii) received by it from another Covered Person, and (iv) transferred by it to Persons to effect the Repurchases which such record shall include a schedule detailing the sale price paid per share to effect such Repurchases.
Tracing of Proceeds. Each Borrower shall maintain detailed and accurate accounting and records of proceeds of the Loans and transfers of proceeds of the Loans (i) received by it from the Lenders or Administrative Agent, (ii) transferred from it to any other Covered Person, and (iii) received by it from another Borrower. Each Borrower acknowledges that its ability to obtain the Loans hereunder is made possible by the fact that the Borrowers are co-borrowers under this Agreement and the other Loan Documents, and are engaged in a common enterprise. Each Borrower agrees that (i) the business operations of each Borrower and each other Covered Person are interrelated and complement one another, and such entities have a common business purpose and common management, and (ii) the proceeds of Advances hereunder will benefit each Borrower, severally and jointly, regardless of which Borrower requests or receives part or all of any Advance. Not in any way in limitation of any other provisions set forth herein, such books and records may be reviewed and copied by the Administrative Agent at Borrower's expense at reasonable intervals and upon reasonable notice given by the Administrative Agent to Borrower.
Tracing of Proceeds. Other than by virtue of a sale, transfer, conveyance or other disposition of Noteholder First Lien Collateral for which the proceeds thereof have been segregated, all proceeds realized from the sale, transfer, conveyance or other disposition of assets constituting Noteholder First Lien Collateral shall lose their characterization as Noteholder First Lien Collateral and as “proceeds” of Noteholder First Lien Collateral upon the receipt of such proceeds by or on behalf of PGI or any Guarantor and application thereof to the obligations under the ABL Credit Agreement; provided that if (i) written notice by the Noteholder Collateral Agent of an Event of Default under and as defined in the Indenture has been delivered to the ABL Agent or (ii) an Insolvency or Liquidation Proceeding has been initiated with respect to PGI or any Guarantor, all identifiable proceeds of Noteholder First Lien Collateral received by the Issuer or any Guarantor thereafter shall constitute Noteholder First Lien Collateral.
Tracing of Proceeds. Section 14.13.2 of the Loan Agreement is hereby amended so that the second sentence is revised to read in its entirety as follows: "Borrower shall maintain reasonably detailed and accurate records of proceeds of the Loans and transfers of the proceeds of the Loans (i) received by it from the Lenders, (ii) transferred from it to any other Covered Person, (iii) received by it from another Covered Person, and (iv) transferred by it to Persons to effect the Repurchases which such record shall include a schedule detailing the sale price paid per share to effect such Repurchases."
Tracing of Proceeds. Each Obligor shall maintain detailed and accurate records of all transfers of any proceeds of the Loans, if any, from the Borrowing Agent and/or any Borrower to such Obligor. Each Borrower shall maintain detailed and accurate records of proceeds of the Loans and transfers of proceeds of the Loans, if any, (i) received by it from the Bank including any proceeds of the Loans requested by such Borrower including any proceeds of the Loans requested on such Borrower’s behalf by the Borrowing Agent, (ii) transferred from it to any other Borrower or Obligor, and (iii) received by it from another Borrower or Obligor. Each Borrower acknowledges that its ability to obtain the Loans hereunder is made possible by the fact that the Borrowers are co-borrowers under this Agreement and the other Loan Documents and are operated as related enterprises. Each Borrower agrees that (a) the business operations of each Borrower are interrelated and complement one another, and such entities have a common business purpose and common management, and (b) the proceeds of Loans hereunder will benefit each Borrower, severally and jointly, regardless of which Borrower requests or receives part or all of any Loan. The Borrowing Agent shall also, in addition to each Borrower, keep records to evidence the forgoing.
Tracing of Proceeds. Borrower shall maintain detailed and accurate accounting and records of proceeds of the Loans and transfers of proceeds of the Loans (i) received by it from the Lenders or Administrative Agent, (ii) transferred from it to any other Covered Person, and (iii) received by it from another Borrower. Borrower acknowledges that its ability to obtain the Loans hereunder is made possible by the fact that Borrowers are co-borrowers under this Agreement and the other Loan Documents, and are operated as one enterprise. Borrower agrees that (i) the business operations of Borrower and each other Covered Person are interrelated and complement one another, and such entities have a common business purpose and common management, and (ii) the proceeds of Advances hereunder will benefit Borrower, severally and jointly, regardless of which Borrower requests or receives part or all of any Advance. Not in any way in limitation of any other provisions set forth herein, such books and records may be reviewed and copied by Administrative Agent at Borrower's expense at reasonable intervals and upon reasonable notice given by Administrative Agent to Borrower.
