Common use of Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds Clause in Contracts

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary Collateral, the amount of such setoff shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Term Loan Collateral Agent against any Term Loan Primary Collateral to the extent applied to payment of Term Loan Obligations. (b) The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Term Loan Primary Collateral, the amount of such setoff shall be deemed to be the Term Loan Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral to the extent applied to payment of Revolving Credit Obligations. (c) Without prejudice to Sections 4.1 and 4.2, Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds shall be treated as Revolving Credit Primary Collateral and, unless the Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Term Loan Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Term Loan Collateral Agent and the Term Loan Claimholders. (d) Without prejudice to Sections 4.1 and 4.2, Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit Collateral Agent and the Revolving Credit Claimholders.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral AgentTrustee, for itself and and/or on behalf of the Term Loan Priority Lien Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent Trustee or any Term Loan Priority Lien Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts, Securities Accounts or other ABL Collateral (in each case, other than the Collateral Account and the Proceeds Account), the amount of such setoff shall be deemed to be ABL Collateral to be held and distributed pursuant to Section 4.2; provided, however, that the foregoing shall not apply to any setoff by the Collateral Trustee or any Priority Lien Claimholder against any Shared Collateral to the extent applied to payment of the Priority Lien Obligations. (b) The Collateral Trustee, for itself and/or on behalf of the Priority Lien Claimholders, agrees that prior to the issuance of an Enforcement Notice (unless an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor) all funds deposited under Account Agreements and then applied to the ABL Obligations shall be deemed to be ABL Collateral and, unless the ABL Agent shall have actual knowledge to the contrary, any claim that payments made to the ABL Agent through the Deposit Accounts or Securities Accounts that are subject to Account Agreements are proceeds of or otherwise constitute Revolving Credit Primary Shared Collateral, are waived. (c) The ABL Agent, the ABL Claimholders, the Collateral Trustee and the Priority Lien Claimholders, each agrees that, prior to the issuance of an Enforcement Notice (unless an Insolvency or Liquidation Proceeding has commenced by or any Grantor), any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the ABL Agent, the ABL Claimholders, the Collateral Trustee and the Priority Lien Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. The ABL Agent, the ABL Claimholders, the Collateral Trustee and the Priority Lien Claimholders each agrees that after an issuance of an Enforcement Notice (and after an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor), each such Person shall cooperate in good faith to identify the proceeds of the ABL Collateral and the Shared Collateral, as the case may be. Each of the ABL Agent and the Collateral Trustee may request from the other an accounting of the identification of the proceeds of Collateral (and the ABL Agent and the Collateral Trustee, as the case may be, upon such request being made, shall deliver such accounting reasonably promptly after such request is made). (d) The ABL Agent, for itself and/or on behalf of the ABL Claimholders, acknowledges and agrees that, to the extent the ABL Agent or any ABL Claimholder exercises its rights of setoff against any Shared Collateral, the amount of such setoff shall be deemed to be the Revolving Credit Primary Shared Collateral to be held and distributed pursuant to Section 4.34.2; provided, however however, that the foregoing shall not apply to any setoff by Term Loan Collateral the ABL Agent or any ABL Claimholder against any Term Loan Primary ABL Collateral to the extent applied to payment of Term Loan the ABL Obligations. (be) The Revolving Credit Collateral ABL Agent, for itself and and/or on behalf of the Revolving Credit ABL Claimholders, acknowledges and agrees that, that prior to the extent the Revolving Credit Collateral Agent an issuance of an Enforcement Notice (unless an Insolvency or any Revolving Credit Claimholder exercises its rights of setoff Liquidation Proceeding has been commenced by or against any Grantor’s Deposit Accounts or Securities Accounts that constitute Term Loan Primary Collateral, the amount of such setoff shall be deemed to be the Term Loan Primary Collateral to be held ) all funds deposited under Account Agreements and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral to the extent applied to payment of Revolving Credit Obligations. (c) Without prejudice to Sections 4.1 and 4.2, Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds Priority Lien Obligations shall be treated as Revolving Credit Primary Shared Collateral and, unless the Revolving Credit Collateral Agent has Trustee shall have actual knowledge to the contrary, any claim that such funds payments made to the Collateral Trustee through the Deposit Accounts or Securities Accounts that are subject to Account Agreements are proceeds of or otherwise constitute Term Loan Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Term Loan Collateral Agent and the Term Loan Claimholders. (d) Without prejudice to Sections 4.1 and 4.2, Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary ABL Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit Collateral Agent and the Revolving Credit Claimholderswaived.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral Agent, for itself and and/or on behalf of the Term Loan Note Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Note Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary Collateral(excluding the Noteholder Collateral Proceeds Account), the amount of such setoff shall be deemed to be ABL First Lien Collateral (except to the Revolving Credit Primary extent constituting Noteholder First Lien Collateral Deposits (as defined below)) to be held and distributed pursuant to Section 4.34.2; provided, however however, that the foregoing shall not apply to any setoff by Term Loan the Collateral Agent or any Note Claimholder against any Term Loan Primary Noteholder First Lien Collateral (including the Noteholder Collateral Proceeds Account) to the extent applied to payment of Term Loan the Noteholder Obligations. (b) The Revolving Credit Collateral Agent, for itself and and/or on behalf of the Revolving Credit Note Claimholders, agrees that prior to an issuance of an Enforcement Notice (unless an Insolvency Proceeding has been commenced by or against any Grantor) all funds deposited in any Grantor’s Deposit Accounts or Securities Accounts (excluding the Noteholder Collateral Proceeds Account) and then applied to the ABL Obligations shall be treated as ABL First Lien Collateral and, any claim that payments made to the ABL Agent through the Deposit Accounts or Securities Accounts (excluding the Noteholder Collateral Proceeds Account) are proceeds of or otherwise constitute Noteholder First Lien Collateral, are waived. (c) The ABL Agent, the ABL Secured Parties, the Collateral Agent and the Note Claimholders, each agrees that, prior to the earlier of (i) an issuance of an Enforcement Notice and (ii) an Insolvency Proceeding being commenced by or against any Grantor), any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the ABL Agent, the ABL Secured Parties, the Collateral Agent and the Note Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. (d) After the earlier to occur of (i) any Insolvency Proceeding with respect to any Grantor and (ii) the issuance of an Enforcement Notice by the Collateral Agent, unless the ABL Agent has actual knowledge that any funds deposited into any Grantor’s Deposit Accounts or Securities Accounts (excluding the Noteholder Collateral Proceeds Account) are the identifiable proceeds of Noteholder First Lien Collateral deposited into such Deposit Accounts or Securities Accounts without the express written consent of the Collateral Agent (all such deposits being “Note First Lien Collateral Deposits”), any claim by any of the Collateral Agent or the Note Claimholders that funds deposited into any Grantor’s Deposit Accounts or Securities Accounts (excluding the Noteholder Collateral Proceeds Account) (other than Note First Lien Collateral Deposits) and then applied to the ABL Obligations are proceeds of, or otherwise constitute Noteholder First Lien Collateral, are waived. The ABL Agent shall rebuttably be presumed not to have actual knowledge of Note First Lien Collateral Deposits, provided that such presumption can be rebutted by the Collateral Agent or the Note Claimholders. After the earlier to occur of (i) any Insolvency Proceeding with respect to any Grantor and (ii) the issuance of an Enforcement Notice by the Collateral Agent, the Collateral Agent and the Note Claimholders reserve all of their rights under applicable law with respect to Note First Lien Collateral Deposits. (e) The ABL Agent, for itself and/or on behalf of the ABL Secured Parties, acknowledges and agrees that, to the extent the Revolving Credit Collateral ABL Agent or any Revolving Credit Claimholder ABL Secured Party exercises its rights of setoff against any Grantor’s Deposit Accounts Account or Securities Accounts Account that constitute Term Loan Primary Collateralis the Noteholder Collateral Proceeds Account, the amount of such setoff shall be deemed to be the Term Loan Primary Noteholder First Lien Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral to the extent applied to payment of Revolving Credit Obligations4.2. (c) Without prejudice to Sections 4.1 and 4.2, Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds shall be treated as Revolving Credit Primary Collateral and, unless the Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Term Loan Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Term Loan Collateral Agent and the Term Loan Claimholders. (d) Without prejudice to Sections 4.1 and 4.2, Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit Collateral Agent and the Revolving Credit Claimholders.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral AgentTrustee, for itself and on behalf of itself, the Term Loan Priority Lien Claimholders and the Subordinated Lien Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder such Person exercises its rights of setoff against any Grantor’s Deposit Accounts, Securities Accounts or Securities Accounts that constitute Revolving Credit Primary Collateralother assets, the amount of such setoff shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.34.2; provided, however however, that the foregoing shall not apply to any setoff by Term Loan Collateral Agent any such Person against any Term Loan Primary Priority Lien Collateral or Subordinated Lien Collateral (including funds in any Net Available Cash Account) to the extent applied to payment of Term Loan Priority Lien Obligations or Subordinated Lien Obligations. (b) , as applicable. The Revolving Credit Collateral AgentTrustee, for itself and on behalf of itself, the Revolving Credit Term Priority Lien Claimholders and the Subordinated Lien Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Term Loan Primary Collateral, the amount of such setoff shall be deemed to be the Term Loan Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral to the extent applied to payment of Revolving Credit Obligations. (c) Without prejudice to Sections 4.1 and 4.2, Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, also agrees that in the event that any prior to an issuance of an Enforcement Notice all funds that are deposited in an account which is both (i) subject to a Control Agreement under Account Agreements and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds Obligations shall be treated as Revolving Credit Primary Collateral and, unless the Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that such funds payments made to Revolving Credit Collateral Agent through the Deposit Accounts or Securities Accounts that are subject to Account Agreements are proceeds of or otherwise constitute Term Loan Primary Priority Lien Collateral areor Subordinated Lien Collateral, are waived. The Revolving Credit Collateral Agent, Revolving Credit Claimholders, the Collateral Trustee, the Term Priority Lien Claimholders and the Subordinated Lien Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, waived any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by Term Loan any Grantor to acquire other property which is Collateral Agent and shall not (as among the Term Loan Claimholders. (d) Without prejudice to Sections 4.1 and 4.2, Revolving Credit Collateral Agent, the Collateral Trustee and the various Claimholders) be treated as proceeds of Collateral for itself purposes of determining the relative priorities in the Collateral which was so acquired. The Revolving Credit Collateral Agent, Revolving Credit Claimholders, the Collateral Trustee, the Term Priority Lien Claimholders and on behalf the Subordinated Lien Claimholders, each agrees that after an issuance of an Enforcement Notice, each such Person shall cooperate in good faith to identify the proceeds of the Revolving Credit ClaimholdersCollateral, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan ObligationsPriority Lien Collateral and the Subordinated Lien Collateral, such funds shall as the case may be treated as Term Loan Primary Collateral and(it being agreed that after an issuance of an Enforcement Notice, unless the Term Loan Revolving Credit Collateral Agent has actual knowledge to the contrary, all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be presumed to be Revolving Credit Collateral (a presumption that can be rebutted by the Collateral Trustee)); provided, however, that neither any claim Revolving Credit Claimholder nor any Term Priority Lien Claimholder or Subordinated Lien Claimholder shall be liable or in any way responsible for any claims or damages from conversion of the Revolving Credit Collateral, Term Priority Lien Collateral or Subordinated Lien Collateral, as the case may be (it being understood and agreed that (a) the only obligation of any Revolving Credit Claimholder is to pay over to the Collateral Trustee, in the same form as received, with any necessary endorsements, all proceeds that such funds are Revolving Credit Claimholder received that have been identified as proceeds of the Term Priority Lien Collateral or otherwise constitute Subordinated Lien Collateral, as applicable, and (b) the only obligation of any Term Priority Lien Claimholder or any Subordinated Lien Claimholder is to pay over to the Revolving Credit Primary Collateral areAgent, prior to an issuance in the same form as received, with any necessary endorsements, all proceeds that such Term Priority Lien Claimholder or Subordinated Lien Claimholder, as applicable, received that have been identified as proceeds of an Enforcement Notice, waived by the Revolving Credit Collateral). Each of the Revolving Credit Collateral Agent and the Collateral Trustee may request from the other an accounting of the identification of the proceeds of Collateral (and the Revolving Credit ClaimholdersCollateral Agent and the Collateral Trustee, as the case may, upon which such request is made shall deliver such accounting reasonably promptly after such request is made).

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary Collateral, the amount of such setoff shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Term Loan Collateral Agent against any Term Loan Primary Collateral to the extent applied to payment of Term Loan Obligations. (b) The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Grantors’ Deposit Accounts or Securities Accounts that constitute Term Loan Primary contain identifiable Proceeds of Fixed Asset Collateral, a percentage of the amount of such setoff equal to the percentage that such Proceeds bear to the total amount on deposit in or credited to the balance of such Deposit Accounts or Securities Accounts shall be deemed to be the Term Loan Primary Collateral to constitute Fixed Asset Collateral, which amount shall be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by the Revolving Credit Collateral Agent against any Revolving Credit Primary ABL Collateral to the extent applied to the payment of Revolving Credit Obligations. (cb) Without prejudice to Sections 4.1 and 4.2, Term Loan Each Fixed Asset Collateral Agent, for itself and on behalf of the Term Loan applicable Fixed Asset Claimholders, also agrees that in the event that any prior to an issuance of an Enforcement Notice, all funds that are deposited in an account which is both (i) subject to a Deposit Account Control Agreement and or a Securities Account Control Agreement (ii) constitutes in each case as defined in the Revolving Credit Primary Agreement) that constitute ABL Collateral are and then applied to the Revolving Credit Obligations, such funds Obligations shall be treated as Revolving Credit Primary ABL Collateral and, unless the Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that payments made to the Revolving Credit Collateral Agent through the Deposit Accounts and Securities Accounts that are subject to such funds Deposit Account Control Agreements or Securities Account Control Agreements, respectively, are proceeds Proceeds of or otherwise constitute Term Loan Primary Fixed Asset Collateral are, prior to an issuance of an Enforcement Notice, are waived by Term Loan the Fixed Asset Collateral Agent Agents and the Term Loan Fixed Asset Claimholders. (dc) Without prejudice to Sections 4.1 and 4.2, The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees and each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, further agree that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit any Proceeds of Collateral, whether or not deposited in an account subject to a Deposit Account Control Agreement or a Securities Account Control Agreement, shall not (as between the Collateral Agent and Agents, the Revolving Credit Claimholders and the Fixed Asset Claimholders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan ABL Collateral Agent, for itself and on behalf of the Term Loan ABL Claimholders, acknowledges and agrees that, to the extent the Term Loan ABL Collateral Agent or any Term Loan ABL Claimholder exercises its rights of setoff set-off against any Grantor’s Grantors’ Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary contain identifiable Proceeds of Fixed Asset Priority Collateral, a percentage of the amount of such setoff set-off equal to the percentage that such Proceeds bear to the total amount on deposit in or credited to the balance of such Deposit Accounts or Securities Accounts shall be deemed to be the Revolving Credit Primary Collateral to constitute Fixed Asset Priority Collateral, which amount shall be held and distributed pursuant to Section 4.34.03; provided, however however, that the foregoing shall not apply to any setoff set-off by Term Loan the ABL Collateral Agent against any Term Loan Primary ABL Priority Collateral to the extent applied to the payment of Term Loan ABL Obligations. (b) The Revolving Credit Each Fixed Asset Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Term Loan Primary Collateral, the amount of such setoff shall be deemed to be the Term Loan Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral to the extent applied to payment of Revolving Credit Obligations. (c) Without prejudice to Sections 4.1 and 4.2, Term Loan Collateral Agent, for itself and on behalf of the Term Loan applicable Fixed Asset Claimholders, also agrees that in the event that any prior to an issuance of an Enforcement Notice, all funds that are deposited in an account which is both (i) subject to a Deposit Account Control Agreement or a Dominion Account that constitute ABL Priority Collateral and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds ABL Obligations shall be treated as Revolving Credit Primary ABL Priority Collateral and, unless the Revolving Credit ABL Collateral Agent has actual knowledge to the contrary, any claim that payments made to the ABL Collateral Agent through the Deposit Accounts and Securities Accounts that are subject to such funds Deposit Account Control Agreements or Dominion Accounts, respectively, are proceeds Proceeds of or otherwise constitute Term Loan Primary Fixed Asset Priority Collateral are, prior to an issuance of an Enforcement Notice, are waived by Term Loan the Fixed Asset Collateral Agent Agents and the Term Loan Fixed Asset Claimholders. (dc) Without prejudice to Sections 4.1 and 4.2, Revolving Credit The ABL Collateral Agent, for itself and on behalf of the Revolving Credit ABL Claimholders, also agrees and each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, further agree that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit any Proceeds of Collateral, whether or not deposited in an account subject to a deposit account control agreement or a securities account control agreement, shall not (as between the Collateral Agent Agents, the ABL Claimholders and the Revolving Credit Fixed Asset Claimholders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan TheEach Revolving Credit Collateral Agent, for itself and on behalf of the Term Loan applicable Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Term Loan theany Revolving Credit Collateral Agent or any Term Loan Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Grantors’ Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary contain identifiable Proceeds of Fixed Asset Priority Collateral, a percentage of the amount of such setoff equal to the percentage that such Proceeds bear to the total amount on deposit in or credited to the balance of such Deposit Accounts or Securities Accounts shall be deemed to be the Revolving Credit Primary Collateral to constitute Fixed Asset Priority Collateral, which amount shall be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Term Loan theany Revolving Credit Collateral Agent against any Term Loan Primary ABL Collateral to the extent applied to the payment of Term Loan Revolving Credit Obligations. (b) The Revolving Credit Fixed Asset Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Term Loan Primary Collateral, the amount of such setoff shall be deemed to be the Term Loan Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral to the extent applied to payment of Revolving Credit Obligations. (c) Without prejudice to Sections 4.1 and 4.2, Term Loan Collateral Agent, for itself and on behalf of the Term Loan Fixed Asset Claimholders, also agrees that in the event that any prior to an issuance of an Enforcement Notice, all funds that are deposited in an account which is both (i) subject to a Deposit Account Control Agreement and or a Dominion Account (ii) constitutes in each case as defined in the Revolving Credit Primary Agreement) that constitute ABL Collateral are and then applied to the Revolving Credit Obligations, such funds Obligations shall be treated as Revolving Credit Primary ABL Collateral and, unless the theany Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that payments made to theany Revolving Credit Collateral Agent through the Deposit Accounts and Securities Accounts that are subject to such funds Deposit Account Control Agreements or Dominion Accounts, respectively, are proceeds Proceeds of or otherwise constitute Term Loan Primary Fixed Asset Priority Collateral are, prior to an issuance of an Enforcement Notice, are waived by Term Loan the Fixed Asset Collateral Agent and the Term Loan Fixed Asset Claimholders. (dc) Without prejudice to Sections 4.1 and 4.2, TheEach Revolving Credit Collateral Agent, for itself and on behalf of the applicable Revolving Credit Claimholders, also agrees and the Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders, further agree that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit any Proceeds of Collateral, whether or not deposited in an account subject to a deposit account control agreement or a securities account control agreement, shall not (as between the Collateral Agent and Agents, the Revolving Credit Claimholders and the Fixed Asset Claimholders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Each Priority Lien Debt Collateral Agent, for itself and on behalf of the Term Loan applicable Priority Lien Claimholders, acknowledges and agrees that, to the extent any Priority Lien Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts, Securities Accounts or other ABL Collateral (in each case, other than the Collateral Account), the amount of such setoff shall be deemed to be ABL Collateral to be held and distributed pursuant to Section 4.2; provided, however, that the foregoing shall not apply to any setoff by any Priority Lien Claimholder against any Shared Collateral to the extent applied to payment of the Priority Lien Obligations. (b) Each Priority Lien Debt Collateral Agent, for itself and on behalf of the applicable Priority Lien Claimholders, agrees that prior to the issuance of an Enforcement Notice (unless an Insolvency Proceeding has been commenced by or against any Grantor) all funds deposited under Account Agreements and then applied to the ABL Obligations shall be deemed to be ABL Collateral and, unless the ABL Agent shall have actual knowledge to the contrary, any claim that payments made to the ABL Agent through the Deposit Accounts or Securities Accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. (c) The ABL Agent, the ABL Claimholders, the Priority Lien Debt Collateral Agents and the Priority Lien Claimholders, each agrees that, prior to the issuance of an Enforcement Notice (unless an Insolvency Proceeding has commenced by or any Grantor), any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the ABL Agent, the ABL Claimholders, the Priority Lien Debt Collateral Agents and the Priority Lien Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. The ABL Agent, the ABL Claimholders, the Priority Lien Debt Collateral Agents and the Priority Lien Claimholders each agrees that after an issuance of an Enforcement Notice (and after an Insolvency Proceeding has been commenced by or against any Grantor), each such Person shall cooperate in good faith to identify the proceeds of the ABL Collateral and the Shared Collateral, as the case may be. Each of the ABL Agent and the Priority Lien Debt Collateral Agents may request from the other an accounting of the identification of the proceeds of Collateral (and the ABL Agent and the Priority Lien Debt Collateral Agents, as the case may be, upon such request being made, shall deliver such accounting reasonably promptly after such request is made). Notwithstanding the foregoing, in connection with any disposition consisting of ABL Collateral and Shared Collateral, unless otherwise agreed by and between the ABL Agent and the Priority Lien Debt Collateral Agents, the portion of the proceeds from such disposition allocated to ABL Collateral shall be equal to the book value of such ABL Collateral. (d) The ABL Agent, for itself and on behalf of the ABL Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral ABL Agent or any Term Loan ABL Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary Shared Collateral, the amount of such setoff shall be deemed to be the Revolving Credit Primary Shared Collateral to be held and distributed pursuant to Section 4.34.2; provided, however however, that the foregoing shall not apply to any setoff by Term Loan Collateral the ABL Agent or any ABL Claimholder against any Term Loan Primary ABL Collateral to the extent applied to payment of Term Loan the ABL Obligations. (be) The Revolving Credit Collateral ABL Agent, for itself and on behalf of the Revolving Credit ABL Claimholders, acknowledges and agrees that, that prior to the extent the Revolving Credit Collateral Agent an issuance of an Enforcement Notice (unless an Insolvency Proceeding has been commenced by or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Term Loan Primary Collateral, the amount of such setoff shall be deemed to be the Term Loan Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral to the extent applied to payment of Revolving Credit Obligations. (c) Without prejudice to Sections 4.1 and 4.2, Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, also agrees that all funds deposited in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement Collateral Account or under Account Agreements and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds Priority Lien Obligations shall be treated as Revolving Credit Primary Shared Collateral and, unless the Revolving Credit Priority Lien Debt Collateral Agent has Agents shall have actual knowledge to the contrary, any claim that such funds payments made to the Priority Lien Debt Collateral Agents through the Collateral Account or the Deposit Accounts or Securities Accounts that are subject to Account Agreements are proceeds of or otherwise constitute Term Loan Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Term Loan Collateral Agent and the Term Loan Claimholders. (d) Without prejudice to Sections 4.1 and 4.2, Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary ABL Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit Collateral Agent and the Revolving Credit Claimholderswaived.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral AgentTrustee, for itself and and/or on behalf of the Term Loan Secured Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent Trustee or any Term Loan Secured Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary or other ABL Collateral, the amount of such setoff shall be deemed to be the Revolving Credit Primary ABL Collateral to be held and distributed pursuant to Section 4.34.2; provided, however however, that the foregoing shall not apply to any setoff by Term Loan the Collateral Agent Trustee or any Secured Claimholder against any Term Loan Primary Shared Collateral to the extent applied to payment of Term Loan the Secured Obligations. (b) The Revolving Credit Collateral Trustee, for itself and/or on behalf of the Secured Claimholders, agrees that prior to an issuance of an Enforcement Notice (unless an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor) all funds deposited under Account Agreements and then applied to the ABL Obligations shall be treated as ABL Collateral and, unless the ABL Agent shall have actual knowledge to the contrary, any claim that payments made to the ABL Agent through the Deposit Accounts or Securities Accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. (c) The ABL Agent, the ABL Claimholders, the Collateral Trustee and the Secured Claimholders, each agrees that, prior to an issuance of an Enforcement Notice (unless an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor), any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the ABL Agent, the ABL Claimholders, the Collateral Trustee and the Secured Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. The ABL Agent, the ABL Claimholders, the Collateral Trustee and the Secured Claimholders, each agrees that after an issuance of an Enforcement Notice (and after an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor), each such Person shall cooperate in good faith to identify the proceeds of the ABL Collateral and the Shared Collateral, as the case may be (it being agreed that after an issuance of an Enforcement Notice (and after an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor), (i) unless the ABL Agent has actual knowledge to the contrary, all funds deposited under Account Agreements and then applied to the ABL Obligations shall be presumed to be ABL Collateral (a presumption that can be rebutted by the Collateral Trustee); and (ii) unless the Collateral Trustee has actual knowledge to the contrary, all funds deposited under Account Agreements and then applied to the Secured Obligations shall be presumed to be Shared Collateral (a presumption that can be rebutted by the ABL Agent)); provided, however, that neither any ABL Claimholder nor any Secured Claimholder shall be liable or in any way responsible for any claims or damages from conversion of the ABL Collateral or the Shared Collateral, as the case may be (it being understood and agreed that (A) the only obligation of any ABL Claimholder is to pay over to the Collateral Trustee, in the same form as received, with any necessary endorsements, all proceeds that such ABL Claimholder received that have been identified as proceeds of the Shared Collateral and (B) the only obligation of any Secured Claimholder is to pay over to the ABL Agent, in the same form as received, with any necessary endorsements, all proceeds that such Secured Claimholder received that have been identified as proceeds of the ABL Collateral. Each of the ABL Agent and the Collateral Trustee may request from the other an accounting of the identification of the proceeds of Collateral (and the ABL Agent and the Collateral Trustee, as the case may be, upon such request being made, shall deliver such accounting reasonably promptly after such request is made). (d) The ABL Agent, for itself and and/or on behalf of the Revolving Credit ABL Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral ABL Agent or any Revolving Credit ABL Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Term Loan Primary or other Shared Collateral, the amount of such setoff shall be deemed to be the Term Loan Primary Shared Collateral to be held and distributed pursuant to Section 4.34.2; provided, however however, that the foregoing shall not apply to any setoff by Revolving Credit Collateral the ABL Agent or any ABL Claimholder against any Revolving Credit Primary ABL Collateral to the extent applied to payment of Revolving Credit the ABL Obligations. (ce) Without prejudice to Sections 4.1 and 4.2, Term Loan Collateral The ABL Agent, for itself and and/or on behalf of the Term Loan ABL Claimholders, also agrees that in the event that prior to an issuance of an Enforcement Notice (unless an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor) all funds that are deposited in an account which is both (i) subject to a Control Agreement under Account Agreements and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds Secured Obligations shall be treated as Revolving Credit Primary Shared Collateral and, unless the Revolving Credit Collateral Agent has Trustee shall have actual knowledge to the contrary, any claim that such funds payments made to the Collateral Trustee through the Deposit Accounts or Securities Accounts that are subject to Account Agreements are proceeds of or otherwise constitute Term Loan Primary Collateral areABL Collateral, prior to an issuance of an Enforcement Notice, waived by Term Loan Collateral Agent and the Term Loan Claimholdersare waived. (d) Without prejudice to Sections 4.1 and 4.2, Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit Collateral Agent and the Revolving Credit Claimholders.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Note Lien Collateral AgentAgent and each Note Lien Representative, for itself and and/or on behalf of the Term Loan Note Lien Claimholders, each acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder such Person exercises its rights of setoff against any Grantor’s Grantors' Deposit Accounts, Credit Card Processing Accounts, Securities Accounts or Securities Accounts that constitute Revolving Credit Primary Collateralother assets, the amount of such setoff shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however however, that the foregoing shall not apply to any setoff by Term Loan Collateral Agent any such Person against any Term Loan Primary Note Lien Collateral (including funds in any Net Available Cash Account) to the extent applied to payment of Term Loan Obligations. (b) Note Lien Debt. The Note Lien Collateral Agent and each Note Lien Representative, for itself and/or on behalf of the Note Lien Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Collateral Agent have actual knowledge to the contrary, any claim that payments made to Revolving Credit Collateral Agent through the Deposit Accounts, Credit Card Processing Accounts or Securities Accounts that are subject to Account Agreements are proceeds of or otherwise constitute Note Lien Collateral, are waived. The Revolving Credit Collateral Agent, Revolving Claimholders, the Note Lien Collateral Agent, the Note Lien Representatives and the Note Lien Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Collateral Agent, the Note Lien Collateral Agent, the Note Lien Representatives and the various Claimholders) be treated as proceeds of Collateral for itself purposes of determining the relative priorities in the Collateral which was so acquired. The Revolving Credit Collateral Agent, Revolving Claimholders, the Note Lien Collateral Agent, the Note Lien Representatives and on behalf the Note Lien Claimholders, each agrees that after an issuance of an Enforcement Notice, each such Person shall cooperate in good faith to identify the proceeds of the Revolving Credit Claimholders, acknowledges Collateral and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Term Loan Primary Note Lien Collateral, as the amount case may be (it being agreed that after an issuance of such setoff shall be deemed to be the Term Loan Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral to the extent applied to payment of Revolving Credit Obligations. (c) Without prejudice to Sections 4.1 and 4.2, Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds shall be treated as Revolving Credit Primary Collateral andEnforcement Notice, unless the Revolving Credit Collateral Agent has actual knowledge to the contrary, all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be presumed to be Revolving Credit Collateral (a presumption that can be rebutted by the Note Lien Collateral Agent); provided, however, that neither any claim Revolving Credit Claimholder nor any Note Lien Claimholder shall be liable or in any way responsible for any claims or damages from conversion of the Revolving Credit Collateral or Note Lien Collateral, as the case may be (it being understood and agreed that (A) the only obligation of any Revolving Credit Claimholder is to pay over to the Note Lien Collateral Agent, in the same form as received, with any necessary endorsements, all proceeds that such funds are Revolving Credit Claimholder received that have been identified as proceeds of or otherwise constitute Term Loan Primary the Note Lien Collateral are, prior and (A) the only obligation of any Note Lien Claimholder is to an issuance of an Enforcement Notice, waived by Term Loan Collateral Agent and pay over to the Term Loan Claimholders. (d) Without prejudice to Sections 4.1 and 4.2, Revolving Credit Collateral Agent, for itself and on behalf in the same form as received, with any necessary endorsements, all proceeds that such Note Lien Claimholder received that have been identified as proceeds of the Revolving Credit Claimholders, also agrees that in Collateral. Each of the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit Collateral Agent and the Note Lien Collateral Agent may request from the other an accounting of the identification of the proceeds of Collateral (and the Revolving Credit ClaimholdersCollateral Agent and the Note Lien Collateral Agent, as the case may, upon which such request is made shall deliver such accounting reasonably promptly after such request is made).

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary Collateral, the amount of such setoff shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Term Loan Collateral Agent against any Term Loan Primary Collateral to the extent applied to payment of Term Loan Obligations. (b) The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Grantors’ Deposit Accounts or Securities Accounts that constitute Term Loan Primary contain identifiable Proceeds of Fixed Asset Collateral, a percentage of the amount of such setoff equal to the percentage that such Proceeds of Fixed Asset Collateral bear to the total amount on deposit in or credited to the balance of such Deposit Accounts or Securities Accounts shall be deemed to be the Term Loan Primary Collateral to constitute Fixed Asset Collateral, which amount shall be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by the Revolving Credit Collateral Agent against any Revolving Credit Primary ABL Collateral to the extent applied to the payment of Revolving Credit Obligations. (cb) Without prejudice to Sections 4.1 and 4.2, Term Loan Each Fixed Asset Collateral Agent, for itself and on behalf of the Term Loan applicable Fixed Asset Claimholders, also agrees that in the event that any prior to an issuance of an Enforcement Notice, all funds that are deposited in an account which is both (i) subject to a Control Blocked Account Agreement and (ii) constitutes in each case as defined in the Revolving Credit Primary Collateral are Agreement) and then applied to the Revolving Credit Obligations, such funds Obligations shall be treated as Revolving Credit Primary ABL Collateral and, unless the Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that payments made to the Revolving Credit Collateral Agent through the Deposit Accounts and Securities Accounts that are subject to such funds Blocked Account Agreements, are proceeds Proceeds of or otherwise constitute Term Loan Primary Fixed Asset Collateral are, prior to an are waived by the Fixed Asset Collateral Agents and the Fixed Asset Claimholders; provided that after the issuance of an Enforcement NoticeNotice by the Controlling Fixed Asset Collateral Agent, waived by Term Loan all identifiable proceeds of Fixed Asset Collateral Agent and the Term Loan Claimholdersshall be deemed Fixed Asset Collateral, whether or not held in an account subject to a control agreement. (dc) Without prejudice to Sections 4.1 and 4.2, The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees and each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, further agree that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit any Proceeds of Collateral, whether or not deposited in an account subject to a Blocked Account Agreement, shall not (as between the Collateral Agent and Agents, the Revolving Credit Claimholders and the Fixed Asset Claimholders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral. (d) Notwithstanding anything to the contrary contained herein, in the event that proceeds of Collateral are received from (or are otherwise attributable to the value of) a sale or other disposition of Collateral that involves a combination of ABL Collateral and Fixed Asset Collateral, the portion of such proceeds that shall be allocated as proceeds of ABL Collateral shall be an amount equal to the net book value of such ABL Collateral (except in the case of Accounts, Supporting Obligations with respect to such Accounts and proceeds thereof, which amount shall be equal to the face amount of such Accounts). In addition, notwithstanding anything to the contrary contained herein, to the extent proceeds of Collateral are

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral Agent, for itself and and/or on behalf of the Term Loan ClaimholdersSecured Parties, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder Secured Party exercises its rights of setoff against any GrantorObligor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary Collateral(excluding the Term Loan First Lien Account), the amount of such setoff shall be deemed to be ABL First Lien Collateral (except to the Revolving Credit Primary extent constituting Term Loan First Lien Collateral Deposits (as defined below)) to be held and distributed pursuant to Section 4.34.2; provided, however however, that the foregoing shall not apply to any setoff by the Term Loan Collateral Agent or any Term Loan Secured Party against any Term Loan Primary First Lien Collateral (including the Term Loan First Lien Account) to the extent applied to payment of the Term Loan Obligations. (b) The Revolving Credit Term Loan Collateral Agent, for itself and and/or on behalf of the Revolving Credit ClaimholdersTerm Loan Secured Parties, acknowledges and agrees that, that prior to the extent the Revolving Credit Collateral Agent an issuance of an Enforcement Notice (unless an Insolvency Proceeding has been commenced by or any Revolving Credit Claimholder exercises its rights of setoff against any GrantorObligor) all funds deposited in any Obligor’s Deposit Accounts or Securities Accounts (excluding the Term Loan First Lien Account) and then applied to the ABL Obligations shall be treated as ABL First Lien Collateral and, any claim that payments made to the ABL Collateral Agent through the Deposit Accounts or Securities Accounts (excluding the Term Loan First Lien Account) are proceeds of or otherwise constitute Term Loan Primary First Lien Collateral, the amount of such setoff shall be deemed to be the Term Loan Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral to the extent applied to payment of Revolving Credit Obligationsare waived. (c) Without prejudice The ABL Collateral Agent, the ABL Secured Parties, the Term Loan Collateral Agent and the Term Loan Secured Parties, each agrees that, prior to the earlier of (i) an issuance of an Enforcement Notice and (ii) an Insolvency Proceeding being commenced by or against any Obligor), any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Obligor to acquire other property which is Collateral shall not (as among the ABL Collateral Agent, the ABL Secured Parties, the Term Loan Collateral Agent and the Term Loan Secured Parties) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. (d) Subject to Section 4.2, the Term Loan Collateral Agent agrees that prior to the commencement of Enforcement by the ABL Collateral Agent, all funds deposited in a Deposit Account or Securities Account (excluding, for the avoidance of doubt, any Term Loan First Lien Account) shall be treated as ABL First Lien Collateral, unless, prior to the application of such funds to the ABL Obligations, the ABL Collateral Agent has actual knowledge to the contrary or the Term Loan Collateral Agent has in good faith delivered a written notice to the ABL Collateral Agent notifying the ABL Collateral Agent that Proceeds consisting of Term Loan First Lien Collateral have been (or are to be) deposited in any such Deposit Account or Securities Account (all such deposits being “Term Loan First Lien Collateral Deposits”) and identifying the amount of such Proceeds. It is understood and agreed that after the commencement of Enforcement by the ABL Collateral Agent, all such Proceeds of Term Loan First Lien Collateral shall be held and distributed in accordance with Sections 4.1 and 4.2, . Each Obligor and the Term Loan Collateral Agent, for itself and on behalf of the Term Loan ClaimholdersSecured Parties, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds shall be treated as Revolving Credit Primary Collateral and, unless the Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute only Term Loan Primary First Lien Collateral are, prior to an issuance or Proceeds of an Enforcement Notice, waived by Term Loan Collateral Agent and the Term Loan ClaimholdersFirst Lien Collateral shall be deposited in the Term Loan First Lien Account, and each Obligor further agrees that, except as otherwise permitted by the Term Loan Documents, it shall deposit (or cause to be deposited) all proceeds of Term Loan First Lien Collateral only into a Term Loan First Lien Account. (de) Without prejudice to Sections 4.1 and 4.2, Revolving Credit The ABL Collateral Agent, for itself and and/or on behalf of the Revolving Credit ClaimholdersABL Secured Parties, also acknowledges and agrees that, to the extent the ABL Collateral Agent or any ABL Secured Party exercises its rights of setoff against any Obligor’s Deposit Account or Securities Account that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan ObligationsFirst Lien Account, the amount of such funds setoff shall be treated as deemed to be Term Loan Primary First Lien Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior be held and distributed pursuant to an issuance of an Enforcement Notice, waived by Revolving Credit Collateral Agent and the Revolving Credit ClaimholdersSection 4.2.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary Collateral, the amount of such setoff shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Term Loan Collateral Agent against any Term Loan Primary Collateral to the extent applied to payment of Term Loan Obligations. (b) The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Grantors’ Deposit Accounts or Securities Accounts that constitute Term Loan Primary contain identifiable Proceeds of Fixed Asset Collateral, a percentage of the amount of such setoff equal to the percentage that such Proceeds bear to the total amount on deposit in or credited to the balance of such Deposit Accounts or Securities Accounts shall be deemed to be the Term Loan Primary Collateral to constitute Fixed Asset Collateral, which amount shall be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by the Revolving Credit Collateral Agent against any Revolving Credit Primary ABL Collateral to the extent applied to the payment of Revolving Credit Obligations. (cb) Without prejudice to Sections 4.1 and 4.2, Term Loan Each Fixed Asset Collateral Agent, for itself and on behalf of the Term Loan applicable Fixed Asset Claimholders, also agrees that in the event that any prior to an issuance of an Enforcement Notice, all funds that are deposited in an account which is both (i) subject to a Deposit Account Control Agreement and or a Dominion Account (ii) constitutes in each case as defined in the Revolving Credit Primary Agreement) that constitute ABL Collateral are and then applied to the Revolving Credit Obligations, such funds Obligations shall be treated as Revolving Credit Primary ABL Collateral and, unless the Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that payments made to the Revolving Credit Collateral Agent through the Deposit Accounts and Securities Accounts that are subject to such funds Deposit Account Control Agreements or Dominion Accounts, respectively, are proceeds Proceeds of or otherwise constitute Term Loan Primary Fixed Asset Collateral are, prior to an are waived by the Fixed Asset Collateral Agents and the Fixed Asset Claimholders; provided that after the issuance of an Enforcement NoticeNotice by the Controlling Fixed Asset Collateral Agent, waived by Term Loan all identifiable proceeds of Fixed Asset Collateral Agent and the Term Loan Claimholdersshall be deemed Fixed Asset Collateral, whether or not held in an account subject to a control agreement. (dc) Without prejudice to Sections 4.1 and 4.2, The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees and each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, further agree that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit any Proceeds of Collateral, whether or not deposited in an account subject to a deposit account control agreement or a securities account control agreement, shall not (as between the Collateral Agent and Agents, the Revolving Credit Claimholders and the Fixed Asset Claimholders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral Agent, for itself and on behalf of the Term Loan ClaimholdersLenders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary CollateralAccounts, the amount of such setoff shall be deemed to be Revolver Priority Collateral (except to the Revolving Credit Primary extent constituting Term Loan Priority Collateral Deposits (as defined below)) to be held and distributed pursuant to Section 4.35.1; provided, however however, that the foregoing shall not apply to any setoff by Term Loan the Collateral Agent against any Term Loan Primary Priority Collateral to the extent applied to payment of Term Loan the Revolver Obligations. (b) The Revolving Credit Collateral Term Loan Agent, for itself and and/or on behalf of the Revolving Credit ClaimholdersTerm Loan Lenders, acknowledges and agrees that, that prior to the extent the Revolving Credit Collateral Agent an issuance of an Enforcement Notice (unless an Insolvency Proceeding has been commenced by or against any Revolving Credit Claimholder exercises its rights of setoff against Grantor) all funds deposited in any Grantor’s Deposit Accounts or Securities Accounts that constitute Term Loan Primary Collateral, the amount of such setoff shall be deemed to be the Term Loan Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral (except to the extent applied to payment of Revolving Credit Obligations. (c) Without prejudice to Sections 4.1 and 4.2, constituting Term Loan Priority Collateral Agent, for itself Deposits) and on behalf of the Term Loan Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds Revolver Obligations shall be treated as Revolving Credit Primary Revolver Priority Collateral and, unless the Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that such funds payments made to the Revolver Agent through the Deposit Accounts or Securities Accounts are proceeds of or otherwise constitute Term Loan Primary Collateral arePriority Collateral, are waived. (c) The Secured Parties each agree that, prior to the earlier of (i) an issuance of an Enforcement NoticeNotice and (ii) an Insolvency Proceeding being commenced by or against any Grantor), waived any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by Term Loan any Grantor to acquire other property which is Collateral Agent and shall not (as among the Term Loan ClaimholdersSecured Parties) be treated as proceeds of such Collateral for purposes of determining the relative rights in the Collateral which was so acquired. (d) Without prejudice After the earlier to Sections 4.1 and 4.2, Revolving Credit Collateral Agent, for itself and on behalf occur of the Revolving Credit Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject any Insolvency Proceeding with respect to a Control Agreement any Grantor and (ii) constitutes the issuance of an Enforcement Notice by the Term Loan Primary Agent, unless the Collateral Agent or the Revolver Agent has actual knowledge that any funds deposited into any Grantor’s Deposit Accounts or Securities Accounts are the identifiable proceeds of Term Loan Priority Collateral deposited into such Deposit Accounts or Securities Accounts (all such deposits being “Term Loan Priority Collateral Deposits”), any claim by any of the Term Loan Agent or the Term Loan Lenders that funds deposited into any Grantor’s Deposit Accounts or Securities Accounts (other than the Term Loan Priority Collateral Deposits) and then applied to the Revolver Obligations are proceeds of, or otherwise constitute Term Loan ObligationsPriority Collateral, such funds are waived. The Collateral Agent and the Revolver Agent shall rebuttably be treated as presumed not to have actual knowledge of Term Loan Primary Priority Collateral andDeposits, unless provided that such presumption can be rebutted by the Term Loan Collateral Agent has actual knowledge or the Term Loan Lenders. After the earlier to occur of (i) any Insolvency Proceeding with respect to any Grantor and (ii) the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement NoticeNotice by the Term Loan Agent, waived by Revolving Credit the Term Loan Secured Parties reserve all of their rights under applicable law with respect to Term Loan Priority Collateral Agent and the Revolving Credit ClaimholdersDeposits.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary Collateral, the amount of such setoff shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Term Loan Collateral Agent against any Term Loan Primary Collateral to the extent applied to payment of Term Loan Obligations. (b) The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Grantors’ Deposit Accounts or Securities Accounts that constitute contain identifiable Proceeds of Term Loan Primary Priority Collateral, a percentage of the amount of such setoff equal to the percentage that such Proceeds of Term Loan Priority Collateral bear to the total amount on deposit in or credited to the balance of such Deposit Accounts or Securities Accounts shall be deemed to be the constitute Term Loan Primary Collateral to Priority Collateral, which amount shall be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by the Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral Deposit Accounts or Securities Accounts to the extent applied to the payment of Revolving Credit Obligations. (cb) Without prejudice to Sections 4.1 and 4.2, Each Term Loan Collateral Agent, for itself and on behalf of the applicable Term Loan Claimholders, also agrees that in the event that any prior to an issuance of an Enforcement Notice, all funds that are deposited in an account which is both (i) subject to a Deposit Account Control Agreement or a Dominion Account that constitute ABL Priority Collateral and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds Obligations shall be treated as Revolving Credit Primary ABL Priority Collateral and, unless the Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that payments made to the Revolving Credit Agent through the Deposit Accounts and Securities Accounts that are subject to such funds Deposit Account Control Agreements or Dominion Accounts, respectively, are proceeds Proceeds of or otherwise constitute Term Loan Primary Priority Collateral are, prior to an issuance of an Enforcement Notice, are waived by the Term Loan Collateral Agent Agents and the Term Loan Claimholders; provided that after the issuance of an Enforcement Notice by the Controlling Term Loan Collateral Agent, all identifiable proceeds of Term Loan Priority Collateral shall be deemed Term Loan Priority Collateral, whether or not held in an account subject to a control agreement. (dc) Without prejudice to Sections 4.1 and 4.2, The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the each Term Loan Collateral Agent has actual knowledge to Agent, for itself and on behalf of the contraryapplicable Term Loan Claimholders, any claim further agree that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit any Proceeds of Collateral, whether or not deposited in an account subject to a deposit account control agreement or a securities account control agreement, shall not (as between the Collateral Agent and Agents, the Revolving Credit Claimholders and the Term Loan Claimholders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary Collateral, the amount of such setoff shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Term Loan Collateral Agent against any Term Loan Primary Collateral to the extent applied to payment of Term Loan Obligations. (b) The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Grantors’ Deposit Accounts or Securities Accounts that constitute Term Loan Primary contain identifiable Proceeds of Fixed Asset Collateral, a percentage of the amount of such setoff equal to the percentage that such Proceeds of Fixed Asset Collateral bear to the total amount on deposit in or credited to the balance of such Deposit Accounts or Securities Accounts shall be deemed to be the Term Loan Primary Collateral to constitute Fixed Asset Collateral, which amount shall be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by the Revolving Credit Collateral Agent against any Revolving Credit Primary ABL Collateral to the extent applied to the payment of Revolving Credit Obligations. (cb) Without prejudice to Sections 4.1 and 4.2, Term Loan Each Fixed Asset Collateral Agent, for itself and on behalf of the Term Loan applicable Fixed Asset Claimholders, also agrees that in the event that any prior to an issuance of an Enforcement Notice, all funds that are deposited in an account which is both (i) subject to a Deposit Account Control Agreement and or a Dominion Account (ii) constitutes in each case as defined in the Revolving Credit Primary Agreement) that constitute ABL Collateral are and then applied to the Revolving Credit Obligations, such funds Obligations shall be treated as Revolving Credit Primary ABL Collateral and, unless the Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that payments made to the Revolving Credit Collateral Agent through the Deposit Accounts and Securities Accounts that are subject to such funds Deposit Account Control Agreements or Dominion Accounts, respectively, are proceeds Proceeds of or otherwise constitute Term Loan Primary Fixed Asset Collateral are, prior to an are waived by the Fixed Asset Collateral Agents and the Fixed Asset Claimholders; provided that after the issuance of an Enforcement NoticeNotice by the Controlling Fixed Asset Collateral Agent, waived by Term Loan all identifiable proceeds of Fixed Asset Collateral Agent and the Term Loan Claimholdersshall be deemed Fixed Asset Collateral, whether or not held in an account subject to a control agreement. (dc) Without prejudice to Sections 4.1 and 4.2, The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees and each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, further agree that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit any Proceeds of Collateral, whether or not deposited in an account subject to a deposit account control agreement or a securities account control agreement, shall not (as between the Collateral Agent and Agents, the Revolving Credit Claimholders and the Fixed Asset Claimholders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary Collateral, the amount of such setoff shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Term Loan Collateral Agent against any Term Loan Primary Collateral to the extent applied to payment of Term Loan Obligations. (b) The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Grantors’ Deposit Accounts or Securities Accounts that constitute Term Loan Primary contain identifiable Proceeds of Fixed Asset Priority Collateral, a percentage of the amount of such setoff equal to the percentage that such Proceeds bear to the total amount on deposit in or credited to the balance of such Deposit Accounts or Securities Accounts shall be deemed to be the Term Loan Primary Collateral to constitute Fixed Asset Priority Collateral, which amount shall be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by the Revolving Credit Collateral Agent against any Revolving Credit Primary ABL Collateral to the extent applied to the payment of Revolving Credit Obligations. (cb) Without prejudice to Sections 4.1 and 4.2, Term Loan The Fixed Asset Collateral Agent, for itself and on behalf of the Term Loan Fixed Asset Claimholders, also agrees that in the event that any prior to an issuance of an Enforcement Notice, all funds that are deposited in an account which is both (i) subject to a Deposit Account Control Agreement and or a Dominion Account (ii) constitutes in each case as defined in the Revolving Credit Primary Agreement) that constitute ABL Collateral are and then applied to the Revolving Credit Obligations, such funds Obligations shall be treated as Revolving Credit Primary ABL Collateral and, unless the Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that payments made to the Revolving Credit Collateral Agent through the Deposit Accounts and Securities Accounts that are subject to such funds Deposit Account Control Agreements or Dominion Accounts, respectively, are proceeds Proceeds of or otherwise constitute Term Loan Primary Fixed Asset Priority Collateral are, prior to an issuance of an Enforcement Notice, are waived by Term Loan the Fixed Asset Collateral Agent and the Term Loan Fixed Asset Claimholders. (dc) Without prejudice to Sections 4.1 and 4.2, The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees and the Fixed Asset Collateral Agent, for itself and on behalf of the Fixed Asset Claimholders, further agree that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit any Proceeds of Collateral, whether or not deposited in an account subject to a deposit account control agreement or a securities account control agreement, shall not (as between the Collateral Agent and Agents, the Revolving Credit Claimholders and the Fixed Asset Claimholders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral First Lien Notes Agent, for itself and on behalf of the Term Loan Claimholdersapplicable First Lien Notes Secured Parties, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary Collateral, the amount of such setoff shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Term Loan Collateral Agent against any Term Loan Primary Collateral to the extent applied to payment of Term Loan Obligations. (b) The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Term Loan Primary Collateral, the amount of such setoff shall be deemed to be the Term Loan Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral to the extent applied to payment of Revolving Credit Obligations. (c) Without prejudice to Sections 4.1 and 4.2, Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, also agrees that in the event that any prior to an issuance of an Enforcement Notice, all funds that are deposited in an account which is both (i) subject to a Control control agreement in favor of the ABL Agent or a Dominion Account (as defined in the ABL Credit Agreement as in effect on the date hereof) that constitute ABL Priority Collateral and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds ABL Obligations shall be treated as Revolving Credit Primary ABL Priority Collateral and, unless the Revolving Credit Collateral ABL Agent has actual knowledge to the contrary, any claim that payments made to the ABL Agent through the Deposit Accounts and Securities Accounts that are subject to such funds control agreements or Dominion Accounts, respectively, are proceeds Proceeds of or otherwise constitute Term Loan Primary First Lien Notes Priority Collateral areare waived by the First Lien Notes Agent and the First Lien Notes Secured Parties; provided that after the issuance of an Enforcement Notice by the First Lien Notes Agent, all identifiable proceeds of First Lien Notes Priority Collateral shall be deemed First Lien Notes Priority Collateral, whether or not held in an account subject to a control agreement. (b) The ABL Agent, for itself and on behalf of the ABL Secured Parties, and the First Lien Notes Agent, for itself and on behalf of the First Lien Notes Secured Parties, further agree that prior to an issuance of an Enforcement Notice, waived by Term Loan Collateral Agent and the Term Loan Claimholders. (d) Without prejudice to Sections 4.1 and 4.2any Proceeds of Collateral, Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees that in the event that any funds that are whether or not deposited in an account which is both (i) subject to a Control Agreement deposit account control agreement or a securities account control agreement, shall not (as between the Collateral Agents, the ABL Secured Parties and (iithe First Lien Notes Secured Parties) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Proceeds of Collateral and, unless for purposes of determining the Term Loan Collateral Agent has actual knowledge to relative priorities in the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit Collateral Agent and the Revolving Credit ClaimholdersCollateral.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral Agent, for itself and on behalf of the Term Loan Note Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Note Claimholder exercises its rights of setoff set-off against any Grantor’s Grantors’ Deposit Accounts, Securities Accounts or Securities Accounts that constitute Revolving Credit Primary Collateralother assets, the amount of such setoff set-off shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however however, that the foregoing shall not apply to any setoff set-off by Term Loan the Collateral Agent against any Term Loan Note Primary Collateral to the extent applied to payment of Term Loan Note Obligations. (b) . The Revolving Credit Agent, for itself and on behalf of the Revolving Claimholders, and the Collateral Agent, for itself and on behalf of the Revolving Credit Note Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts further agree that constitute Term Loan Primary Collateral, the amount of such setoff shall be deemed to be the Term Loan Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral to the extent applied to payment of Revolving Credit Obligations. (c) Without prejudice to Sections 4.1 and 4.2, Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds shall be treated as Revolving Credit Primary Collateral and, unless the Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Term Loan Primary Collateral are, prior to an issuance of an Enforcement Notice, waived any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by Term Loan any Grantor to acquire other property which is Collateral shall not (solely as between the Agents, the Revolving Claimholders and the Note Claimholders) 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 Revolving Credit Obligations occurs, the Collateral Agent and the Term Loan Claimholders. (d) Without prejudice Note Claimholders each hereby consents to Sections 4.1 and 4.2the application, Revolving Credit prior to the issuance of an Enforcement Notice by the Collateral Agent, for itself and on behalf of cash or other proceeds of Collateral, deposited under Account Agreements to the repayment of Revolving Credit Obligations pursuant to the Revolving Credit Claimholders, also agrees Loan Documents; provided that in this consent shall not apply if the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Revolving Credit Agent has actual knowledge to the contrary, any claim that such funds are proceeds result from the sale or other disposition of or otherwise constitute Revolving Credit Note Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit Collateral Agent and the Revolving Credit ClaimholdersCollateral.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary Collateral, the amount of such setoff shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Term Loan Collateral Agent against any Term Loan Primary Collateral to the extent applied to payment of Term Loan Obligations. (b) The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Grantors’ Deposit Accounts or Securities Accounts that constitute contain identifiable Proceeds of Second Lien Term Loan Primary Priority Collateral, a percentage of the amount of such setoff equal to the percentage that such Proceeds bear to the total amount on deposit in or credited to the balance of such Deposit Accounts or Securities Accounts shall be deemed to be the constitute Second Lien Term Loan Primary Collateral to Priority Collateral, which amount shall be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by the Revolving Credit Collateral Agent against any Revolving Credit Primary Priority Collateral to the extent applied to the payment of Revolving Credit Obligations. (cb) Without prejudice to Sections 4.1 and 4.2, The Second Lien Term Loan Collateral Agent, for itself and on behalf of the Second Lien Term Loan Claimholders, also agrees that in the event that any all funds that are deposited in an account which is both (i) subject to a Deposit Account Control Agreement and or a Securities Account Control Agreement (ii) constitutes in each case as defined in the Revolving Credit Primary Agreement) that constitute Revolving Credit Priority Collateral are and then applied to the Revolving Credit Obligations, such funds Obligations shall be treated as Revolving Credit Primary Priority Collateral and, unless the Revolving Credit Collateral Agent is notified by the Second Lien Term Loan Collateral Agent or any Second Lien Term Loan Claimholder or otherwise has actual knowledge to the contrary, any claim that payments made to the Revolving Collateral Agent through the Deposit Accounts and Securities Accounts that are subject to such funds Deposit Account Control Agreements or Securities Account Control Agreements, respectively, are proceeds Proceeds of or otherwise constitute Second Lien Term Loan Primary Priority Collateral are, prior to an issuance of an Enforcement Notice, are waived by the Second Lien Term Loan Collateral Agent and the Second Lien Term Loan Claimholders. (d) Without prejudice to Sections 4.1 and 4.2, Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit Collateral Agent and the Revolving Credit Claimholders.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary Collateral, the amount of such setoff shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Term Loan Collateral Agent against any Term Loan Primary Collateral to the extent applied to payment of Term Loan Obligations. (b) The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Grantors’ Deposit Accounts or Securities Accounts that constitute Term Loan Primary contain identifiable Proceeds of Fixed Asset Collateral, a percentage of the amount of such setoff equal to the percentage that such Proceeds of Fixed Asset Collateral bear to the total amount on deposit in or credited to the balance of such Deposit Accounts or Securities Accounts shall be deemed to be the Term Loan Primary Collateral to constitute Fixed Asset Collateral, which amount shall be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by the Revolving Credit Collateral Agent against any Revolving Credit Primary ABL Collateral to the extent applied to the payment of Revolving Credit Obligations. (cb) Without prejudice to Sections 4.1 and 4.2, Term Loan Each Fixed Asset Collateral Agent, for itself and on behalf of the Term Loan applicable Fixed Asset Claimholders, also agrees that in the event that any prior to an issuance of an Enforcement Notice, all funds that are deposited in an account which is both (i) subject to a Deposit Account Control Agreement or a Securities Account Control Agreement that constitute ABL Collateral and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds Obligations shall be treated as Revolving Credit Primary ABL Collateral and, unless the Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that payments made to the Revolving Credit Collateral Agent through the Deposit Accounts and Securities Accounts that are subject to such funds Deposit Account Control Agreements or Securities Account Control Agreements, respectively, are proceeds Proceeds of or otherwise constitute Term Loan Primary Fixed Asset Collateral are, prior to an are waived by the Fixed Asset Collateral Agents and the Fixed Asset Claimholders; provided that after the issuance of an Enforcement NoticeNotice by the Controlling Fixed Asset Collateral Agent, waived by Term Loan all identifiable proceeds of Fixed Asset Collateral Agent and the Term Loan Claimholdersshall be deemed Fixed Asset Collateral, whether or not held in an account subject to a control agreement. (dc) Without prejudice to Sections 4.1 and 4.2, The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees and each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, further agree that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit any Proceeds of Collateral, whether or not deposited in an account subject to a deposit account control agreement or a securities account control agreement, shall not (as between the Collateral Agent and Agents, the Revolving Credit Claimholders and the Fixed Asset Claimholders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral AgentEach Pari Passu Representative, for itself and on behalf of the Term Loan Claimholdersother Pari Passu Secured Parties, and each Subordinated Lien Representative, on behalf of itself and the other Subordinated Lien Secured Parties, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder such Person exercises its rights of setoff set-off against any Grantor’s Grantors’ Deposit Accounts, Securities Accounts or Securities Accounts that constitute Revolving Credit Primary Collateralother assets, the amount of such setoff set-off shall be deemed to be the Revolving Credit Primary Priority Collateral to be held and distributed pursuant to Section 4.36.1; provided, however provided that the foregoing shall not apply to any setoff set-off by Term Loan Collateral Agent any such Person against any Term Loan Primary Pari Passu Priority Collateral (including proceeds thereof and amounts in any Net Cash Proceeds Accounts) to the extent applied to payment of Term Loan the Pari Passu Secured Obligations. (b) The Revolving Credit Collateral Agent. Each Pari Passu Representative, for itself and on behalf of the Revolving Credit Claimholdersother Pari Passu Secured Parties and each Subordinated Lien Representative, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Term Loan Primary Collateral, the amount of such setoff shall be deemed to be the Term Loan Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral to the extent applied to payment of Revolving Credit Obligations. (c) Without prejudice to Sections 4.1 and 4.2, Term Loan Collateral Agent, for itself and on behalf of itself and the Term Loan Claimholdersother Subordinated Lien Secured Parties, also agrees that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements (excluding funds in the event that any funds that are deposited in an account which is both (iNet Cash Proceeds Accounts) subject to a Control Agreement and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds Secured Obligations shall be treated as Revolving Credit Primary Priority Collateral and, unless the any Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that such funds payments made to any Revolving Credit Agent through the bank accounts that are subject to Account Agreements (other than Account Agreements with respect to Net Cash Proceeds Accounts) are proceeds of or otherwise constitute Term Loan Primary Collateral arePari Passu Priority Collateral, prior are waived. Prior to an issuance of an Enforcement Notice, waived any proceeds of Collateral, whether or not 844805.3D-Chicago Server 2A - MSW deposited under Account Agreements, which are used by Term Loan any Grantor to acquire other property (excluding property held pursuant to an Account Agreement) that is Collateral Agent shall not (as among the Pari Passu Secured Parties and the Term Loan Claimholders. (d) Without prejudice to Sections 4.1 and 4.2, Revolving Credit Claimholders) be treated as proceeds of Collateral Agentfor purposes of determining the relative priorities in the Collateral which was so acquired. After an issuance of an Enforcement Notice, for itself the Pari Passu Secured Parties and on behalf the Revolving Credit Claimholders shall cooperate in good faith to identify the proceeds of the Revolving Credit ClaimholdersPriority Collateral and the Pari Passu Priority Collateral, also agrees as the case may be (it being agreed that in the event that any funds that are deposited in after an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral andissuance of an Enforcement Notice, unless the Term Loan Collateral any Revolving Credit Agent has actual knowledge to the contrary, all funds deposited under Account Agreements (other than funds deposited in Net Cash Proceeds Accounts) and then applied to the Revolving Credit Secured Obligations shall be presumed to be Revolving Credit Priority Collateral (a presumption that can be rebutted by the Pari Passu Secured Parties); provided, however, that no Pari Passu Secured Party, Revolving Credit Claimholder or Subordinated Lien Secured Party shall be liable or in any claim way responsible for any claims or damages from conversion of the Revolving Credit Priority Collateral or Pari Passu Priority Collateral, as the case may be (it being understood and agreed that (i) the only obligation of any Revolving Credit Agent or other Revolving Credit Claimholder is to pay over to the Authorized Pari Passu Collateral Agent or the Authorized Subordinated Lien Collateral Agent, as the case may be, in the same form as received, with any necessary endorsements, all proceeds that such funds are Revolving Credit Agent or other Revolving Credit Claimholder received that have been identified as proceeds of the Pari Passu Priority Collateral and, until such time, such proceeds will be held in trust for the Pari Passu Secured Parties or otherwise constitute the Subordinated Lien Secured parties, as the case may be, (ii) the only obligation of any Pari Passu Secured Party is to pay over to the Revolving Credit Primary Agents or the Authorized Subordinated Lien Collateral areAgent, prior to an issuance as the case may be, in the same form as received, with any necessary endorsements, all proceeds that such Pari Passu Secured Party received that have been identified as proceeds of an Enforcement Notice, waived by the Revolving Credit Priority Collateral and (iii) the only obligation of any Subordinated Lien Secured Party is to pay over to the Revolving Credit Agents or the Authorized Pari Passu Collateral Agent, as the case may be, in the same form as received, with any necessary endorsements, all proceeds that such Subordinated Lien Secured Party received that have been identified as proceeds of the Revolving Credit Priority Collateral or the Pari Passu Priority Collateral, as the case may be, and, in each case in (i), (ii) and (iii), after both the Discharge of the Revolving Credit Secured Obligations has occurred and the Discharge of Pari Passu Secured Obligations has occurred, then as provided in Section 6.1(d)). Any Revolving Credit Agent, the Authorized Pari Passu Collateral Agent or the Subordinated Lien Collateral Agent, as the case may be, may request from the other an accounting of the identification of the proceeds of Collateral (and the Revolving Credit ClaimholdersAgents, the Authorized Pari Passu Collateral Agent or the Subordinated Lien Collateral Agent, as the case may be, upon which such request is made shall deliver such accounting reasonably promptly after such request is made) and, until such time, such proceeds will be held in trust for the Revolving Credit Agents, the Authorized Pari Passu Collateral Agent or the Subordinated Lien Collateral Agent, as applicable.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary Collateral, the amount of such setoff shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Term Loan Collateral Agent against any Term Loan Primary Collateral to the extent applied to payment of Term Loan Obligations. (bi) The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Grantors’ Deposit Accounts or Securities Accounts that constitute Term Loan Primary contain identifiable Proceeds of Fixed Asset Collateral, a percentage of the amount of such setoff equal to the percentage that such Proceeds bear to the total amount on deposit in or credited to the balance of such Deposit Accounts or Securities Accounts shall be deemed to be the Term Loan Primary Collateral to constitute Fixed Asset Collateral, which amount shall be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by the Revolving Credit Collateral Agent against any Revolving Credit Primary ABL Collateral to the extent applied to the payment of Revolving Credit Obligations. (cii) Without prejudice to Sections 4.1 and 4.2, Term Loan Each Fixed Asset Collateral Agent, for itself and on behalf of the Term Loan applicable Fixed Asset Claimholders, also agrees that in the event that any prior to an issuance of an Enforcement Notice, all funds that are deposited in an account which is both (i) subject to a Deposit Account Control Agreement and or a Dominion Account (ii) constitutes in each case as defined in the Revolving Credit Primary Agreement) that constitute ABL Collateral are and then applied to the Revolving Credit Obligations, such funds Obligations shall be treated as Revolving Credit Primary ABL Collateral and, unless the Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that payments made to the Revolving Credit Collateral Agent through the Deposit Accounts and Securities Accounts that are subject to such funds Deposit Account Control Agreements or Dominion Accounts, respectively, are proceeds Proceeds of or otherwise constitute Term Loan Primary Fixed Asset Collateral are, prior to an are waived by the Fixed Asset Collateral Agents and the Fixed Asset Claimholders; provided that after the issuance of an Enforcement NoticeNotice by the Controlling Fixed Asset Collateral Agent, waived by Term Loan all identifiable proceeds of Fixed Asset Collateral Agent and the Term Loan Claimholdersshall be deemed Fixed Asset Collateral, whether or not held in an account subject to a control agreement. (diii) Without prejudice to Sections 4.1 and 4.2, The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees and each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, further agree that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit any Proceeds of Collateral, whether or not deposited in an account subject to a deposit account control agreement or a securities account control agreement, shall not (as between the Collateral Agent and Agents, the Revolving Credit Claimholders and the Fixed Asset Claimholders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary Collateral, the amount of such setoff shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Term Loan Collateral Agent against any Term Loan Primary Collateral to the extent applied to payment of Term Loan Obligations. (b) The Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Grantors’ Deposit Accounts or Securities Accounts that constitute Term Loan Primary contain identifiable Proceeds of Fixed Asset Collateral, a percentage of the amount of such setoff equal to the percentage that such Proceeds bear to the total amount on deposit in or credited to the balance of such Deposit Accounts or Securities Accounts shall be deemed to be the Term Loan Primary Collateral to constitute Fixed Asset Collateral, which amount shall be held and distributed pursuant to Section 4.3; provided, however provided that the foregoing shall not apply to any setoff by the Revolving Credit Facility Collateral Agent against any Revolving Credit Primary Current Asset Collateral to the extent applied to the payment of Revolving Credit Obligations. (cb) Without prejudice to Sections 4.1 and 4.2, The Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, and each Additional Pari Passu Collateral Agent, for itself and on behalf of the applicable Additional Pari Passu Claimholders, also agrees that in the event that any prior to an issuance of an Enforcement Notice, all funds that are deposited in an account which a Deposit Account or a Securities Account that is both (i) subject to a Control an Account Agreement and (ii) constitutes in favor of the Revolving Credit Primary Facility Collateral are Agent and constitutes Current Asset Collateral and then applied to the Revolving Credit Obligations, such funds Obligations shall be treated as Revolving Credit Primary Current Asset Collateral and, unless the Revolving Credit Facility Collateral Agent has actual knowledge to the contrary, any claim that payments made to the Revolving Credit Facility Collateral Agent through the Deposit Accounts and Securities Accounts that are subject to such funds Account Agreements, are proceeds Proceeds of or otherwise constitute Term Loan Primary Fixed Asset Collateral are, prior to an issuance of an Enforcement Notice, are waived by the Term Loan Collateral Agent and Agent, the Term Loan Claimholders, the Additional Pari Passu Debt Representatives and the Additional Pari Passu Claimholders. (dc) Without prejudice to Sections 4.1 and 4.2, The Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to Agent, for itself and on behalf of the contraryTerm Loan Claimholders, any claim and each Additional Pari Passu Collateral Agent, for itself and on behalf of the applicable Additional Pari Passu Claimholders, further agree that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by any Proceeds of Collateral, whether or not deposited in a Deposit Account or a Securities Account subject to an Account Agreement in favor of the Revolving Credit Facility Collateral Agent and Agent, shall not (as between the Agents, the Revolving Credit Claimholders, the Term Loan Claimholders and the Additional Pari Passu Claimholders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral AgentEach Pari Passu Representative, for itself and on behalf of the Term Loan Claimholdersother Pari Passu Secured Parties, and each Subordinated Lien Representative, on behalf of itself and the other Subordinated Lien Secured Parties, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder such Person exercises its rights of setoff set-off against any Grantor’s Grantors’ Deposit Accounts, Securities Accounts or Securities Accounts that constitute Revolving Credit Primary Collateralother assets, the amount of such setoff set-off shall be deemed to be the Revolving Credit Primary Priority Collateral to be held and distributed pursuant to Section 4.36.1; provided, however provided that the foregoing shall not apply to any setoff set-off by Term Loan Collateral Agent any such Person against any Term Loan Primary Pari Passu Priority Collateral (including proceeds thereof and amounts in any Net Cash Proceeds Accounts) to the extent applied to payment of Term Loan the Pari Passu Secured Obligations. (b) The Revolving Credit Collateral Agent. Each Pari Passu Representative, for itself and on behalf of the Revolving Credit Claimholdersother Pari Passu Secured Parties and each Subordinated Lien Representative, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Term Loan Primary Collateral, the amount of such setoff shall be deemed to be the Term Loan Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral to the extent applied to payment of Revolving Credit Obligations. (c) Without prejudice to Sections 4.1 and 4.2, Term Loan Collateral Agent, for itself and on behalf of itself and the Term Loan Claimholdersother Subordinated Lien Secured Parties, also agrees that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements (excluding funds in the event that any funds that are deposited in an account which is both (iNet Cash Proceeds Accounts) subject to a Control Agreement and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds Secured Obligations shall be treated as Revolving Credit Primary Priority Collateral and, unless the any Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that such funds payments made to any Revolving Credit Agent through the bank accounts that are subject to Account Agreements (other than Account Agreements with respect to Net Cash Proceeds Accounts) are proceeds of or otherwise constitute Term Loan Primary Collateral arePari Passu Priority Collateral, prior are waived. Prior to an issuance of an Enforcement Notice, waived any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by Term Loan any Grantor to acquire other property (excluding property held pursuant to an Account Agreement) that is Collateral Agent shall not (as among the Pari Passu Secured Parties and the Term Loan Claimholders. (d) Without prejudice to Sections 4.1 and 4.2, Revolving Credit Claimholders) be treated as proceeds of Collateral Agentfor purposes of determining the relative priorities in the Collateral which was so acquired. After an issuance of an Enforcement Notice, for itself the Pari Passu Secured Parties and on behalf the Revolving Credit Claimholders shall cooperate in good faith to identify the proceeds of the Revolving Credit ClaimholdersPriority Collateral and the Pari Passu Priority Collateral, also agrees as the case may be (it being agreed that in the event that any funds that are deposited in after an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral andissuance of an Enforcement Notice, unless the Term Loan Collateral any Revolving Credit Agent has actual knowledge to the contrary, all funds deposited under Account Agreements (other than funds deposited in Net Cash Proceeds Accounts) and then applied to the Revolving Credit Secured Obligations shall be presumed to be Revolving Credit Priority Collateral (a presumption that can be rebutted by the Pari Passu Secured Parties); provided, however, that no Pari Passu Secured Party, Revolving Credit Claimholder or Subordinated Lien Secured Party shall be liable or in any claim way responsible for any claims or damages from conversion of the Revolving Credit Priority Collateral or Pari Passu Priority Collateral, as the case may be (it being understood and agreed that (i) the only obligation of any Revolving Credit Agent or other Revolving Credit Claimholder is to pay over to the Authorized Pari Passu Collateral Agent or the Authorized Subordinated Lien Collateral Agent, as the case may be, in the same form as received, with any necessary endorsements, all proceeds that such funds are Revolving Credit Agent or other Revolving Credit Claimholder received that have been identified as proceeds of the Pari Passu Priority Collateral and, until such time, such proceeds will be held in trust for the Pari Passu Secured Parties or otherwise constitute the Subordinated Lien Secured parties, as the case may be, (ii) the only obligation of any Pari Passu Secured Party is to pay over to the Revolving Credit Primary Agents or the Authorized Subordinated Lien Collateral areAgent, prior to an issuance as the case may be, in the same form as received, with any necessary endorsements, all proceeds that such Pari Passu Secured Party received that have been identified as proceeds of an Enforcement Notice, waived by the Revolving Credit Priority Collateral and (iii) the only obligation of any Subordinated Lien Secured Party is to pay over to the Revolving Credit Agents or the Authorized Pari Passu Collateral Agent, as the case may be, in the same form as received, with any necessary endorsements, all proceeds that such Subordinated Lien Secured Party received that have been identified as proceeds of the Revolving Credit Priority Collateral or the Pari Passu Priority Collateral, as the case may be, and, in each case in (i), (ii) and (iii), after both the Discharge of the Revolving Credit Secured Obligations has occurred and the Discharge of Pari Passu Secured Obligations has occurred, then as provided in Section 6.1(d)). Any Revolving Credit Agent, the Authorized Pari Passu Collateral Agent or the Subordinated Lien Collateral Agent, as the case may be, may request from the other an accounting of the identification of the proceeds of Collateral (and the Revolving Credit ClaimholdersAgents, the Authorized Pari Passu Collateral Agent or the Subordinated Lien Collateral Agent, as the case may be, upon which such request is made shall deliver such accounting reasonably promptly after such request is made) and, until such time, such proceeds will be held in trust for the Revolving Credit Agents, the Authorized Pari Passu Collateral Agent or the Subordinated Lien Collateral Agent, as applicable.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (aw) The Term Loan Collateral First Lien Notes Agent, for itself and on behalf of the Term Loan Claimholdersapplicable First Lien Notes Secured Parties, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary Collateral, the amount of such setoff shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Term Loan Collateral Agent against any Term Loan Primary Collateral to the extent applied to payment of Term Loan Obligations. (b) The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Term Loan Primary Collateral, the amount of such setoff shall be deemed to be the Term Loan Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral to the extent applied to payment of Revolving Credit Obligations. (c) Without prejudice to Sections 4.1 and 4.2, Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, also agrees that in the event that any prior to an issuance of an Enforcement Notice, all funds that are deposited in an account which is both (i) subject to a Control control agreement in favor of the ABL Agent or a Dominion Account (as defined in the ABL Credit Agreement as in effect on the date hereof) that constitute ABL Priority Collateral and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds ABL Obligations shall be treated as Revolving Credit Primary ABL Priority Collateral and, unless the Revolving Credit Collateral ABL Agent has actual knowledge to the contrary, any claim that payments made to the ABL Agent through the Deposit Accounts and Securities Accounts that are subject to such funds control agreements or Dominion Accounts, respectively, are proceeds Proceeds of or otherwise constitute Term Loan Primary Non-ABL Priority Collateral areare waived by the First Lien Notes Agent and the First Lien Notes Secured Parties; provided that after the issuance of an Enforcement Notice by the First Lien Notes Agent, all identifiable proceeds of Non-ABL Priority Collateral shall be deemed Non-ABL Priority Collateral, whether or not held in an account subject to a control agreement. (x) The ABL Agent, for itself and on behalf of the ABL Secured Parties, and the First Lien Notes Agent, for itself and on behalf of the First Lien Notes Secured Parties, further agree that prior to an issuance of an Enforcement Notice, waived by Term Loan Collateral Agent and the Term Loan Claimholders. (d) Without prejudice to Sections 4.1 and 4.2any Proceeds of Collateral, Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees that in the event that any funds that are whether or not deposited in an account which is both (i) subject to a Control Agreement deposit account control agreement or a securities account control agreement, shall not (as between the Collateral Agents, the ABL Secured Parties and (iithe First Lien Notes Secured Parties) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Proceeds of Collateral and, unless for purposes of determining the Term Loan Collateral Agent has actual knowledge to relative priorities in the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit Collateral Agent and the Revolving Credit ClaimholdersCollateral.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral First Lien Notes Agent, for itself and on behalf of the Term Loan Claimholdersapplicable First Lien Notes Secured Parties, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary Collateral, the amount of such setoff shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Term Loan Collateral Agent against any Term Loan Primary Collateral to the extent applied to payment of Term Loan Obligations. (b) The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Term Loan Primary Collateral, the amount of such setoff shall be deemed to be the Term Loan Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral to the extent applied to payment of Revolving Credit Obligations. (c) Without prejudice to Sections 4.1 and 4.2, Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, also agrees that in the event that any prior to an issuance of an Enforcement Notice, all funds that are deposited in an account which is both (i) subject to a Control control agreement in favor of the ABL Agent or a Dominion Account (as defined in the ABL Credit Agreement as in effect on the date hereof) that constitute ABL Priority Collateral and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds ABL Obligations shall be treated as Revolving Credit Primary ABL Priority Collateral and, unless the Revolving Credit Collateral ABL Agent has actual knowledge to the contrary, any claim that payments made to the ABL Agent through the Deposit Accounts and Securities Accounts that are subject to such funds control agreements or Dominion Accounts, respectively, are proceeds Proceeds of or otherwise constitute Term Loan Primary Non-ABL Priority Collateral areare waived by the First Lien Notes Agent and the First Lien Notes Secured Parties; provided that after the issuance of an Enforcement Notice by the First Lien Notes Agent, all identifiable proceeds of Non-ABL Priority Collateral shall be deemed Non-ABL Priority Collateral, whether or not held in an account subject to a control agreement. (b) The ABL Agent, for itself and on behalf of the ABL Secured Parties, and the First Lien Notes Agent, for itself and on behalf of the First Lien Notes Secured Parties, further agree that prior to an issuance of an Enforcement Notice, waived by Term Loan Collateral Agent and the Term Loan Claimholders. (d) Without prejudice to Sections 4.1 and 4.2any Proceeds of Collateral, Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees that in the event that any funds that are whether or not deposited in an account which is both (i) subject to a Control Agreement deposit account control agreement or a securities account control agreement, shall not (as between the Collateral Agents, the ABL Secured Parties and (iithe First Lien Notes Secured Parties) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Proceeds of Collateral and, unless for purposes of determining the Term Loan Collateral Agent has actual knowledge to relative priorities in the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit Collateral Agent and the Revolving Credit ClaimholdersCollateral.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral Agent, for itself and on behalf of itself and the Term Loan Priority Lien Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder such Person exercises its rights of setoff against any Grantor’s Deposit Accounts, Securities Accounts or Securities Accounts that constitute Revolving Credit Primary Collateralother assets, the amount of such setoff shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.34.2; provided, however however, that the foregoing shall not apply to any setoff by Term Loan Collateral Agent any such Person against any Term Loan Primary Priority Lien Collateral (including funds in any Net Available Cash Account) to the extent applied to payment of Term Loan Priority Lien Obligations. (b) . The Revolving Credit Term Collateral Agent, for itself and on behalf of itself and the Revolving Credit Term Priority Lien Claimholders, acknowledges and agrees that, that prior to the extent the Revolving Credit Collateral Agent or an issuance of an Enforcement Notice all funds deposited under Account Agreements (other than any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Term Loan Primary Collateral, the amount of such setoff shall be deemed to be the Term Loan Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral to the extent applied to payment of Revolving Credit Obligations. (c) Without prejudice to Sections 4.1 and 4.2, Term Loan Collateral Agent, for itself and on behalf Account Agreement in respect of the Term Loan Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (iNet Available Cash Account) subject to a Control Agreement and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds Obligations shall be treated as Revolving Credit Primary Collateral and, unless the Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that such funds payments made to Revolving Credit Collateral Agent through the Deposit Accounts or Securities Accounts that are subject to Account Agreements are proceeds of or otherwise constitute Term Loan Primary Priority Lien Collateral, are waived. The Revolving Credit Collateral areAgent, Revolving Credit Claimholders, the Term Collateral Agent and the Term Priority Lien Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, waived any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Collateral Agent, the Term Loan Collateral Agent and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. The Revolving Credit Collateral Agent, Revolving Credit Claimholders, the Term Collateral Agent and the Term Loan Priority Lien Claimholders. (d) Without prejudice , each agrees that after an issuance of an Enforcement Notice, each such Person shall cooperate in good faith to Sections 4.1 and 4.2, Revolving Credit Collateral Agent, for itself and on behalf identify the proceeds of the Revolving Credit Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement Collateral and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan ObligationsPriority Lien Collateral, such funds shall as the case may be treated as Term Loan Primary Collateral and(it being agreed that after an issuance of an Enforcement Notice, unless the Term Loan Revolving Credit Collateral Agent has actual knowledge to the contrary, all funds deposited under Account Agreements (other than any claim Account Agreement in respect of the Net Available Cash Account) and then applied to the Revolving Credit Obligations shall be presumed to be Revolving Credit Collateral (a presumption that can be rebutted by the Term Collateral Agent)); provided, however, that neither any Revolving Credit Claimholder nor any Term Priority Lien Claimholder shall be liable or in any way responsible for any claims or damages from conversion of the Revolving Credit Collateral or Term Priority Lien Collateral, as the case may be (it being understood and agreed that (a) the only obligation of any Revolving Credit Claimholder is to pay over to the Term Collateral Agent, in the same form as received, with any necessary endorsements, all proceeds that such funds are Revolving Credit Claimholder received that have been identified as proceeds of or otherwise constitute the Term Priority Lien Collateral and (b) the only obligation of any Term Priority Lien Claimholder is to pay over to the Revolving Credit Primary Collateral areAgent, prior to an issuance in the same form as received, with any necessary endorsements, all proceeds that such Term Priority Lien Claimholder received that have been identified as proceeds of an Enforcement Notice, waived by the Revolving Credit Collateral). Each of the Revolving Credit Collateral Agent and the Term Collateral Agent may request from the other an accounting of the identification of the proceeds of Collateral (and the Revolving Credit ClaimholdersCollateral Agent and the Term Collateral Agent, as the case may, upon which such request is made shall deliver such accounting reasonably promptly after such request is made).

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Each Term Loan Collateral Agent, for itself and on behalf of the other Term Loan Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder such Person exercises its rights of setoff set-off against any Grantor’s Grantors’ Deposit Accounts, Securities Accounts or Securities Accounts that constitute Revolving Credit Primary Collateralother assets, the amount of such setoff set-off shall be deemed to be the Revolving Credit Primary Priority Collateral to be held and distributed pursuant to Section 4.3; provided, however provided that the foregoing shall not apply to any setoff set-off by Term Loan Collateral Agent any such Person against any Term Loan Primary Priority Collateral (including proceeds thereof and amounts in any Net Cash Proceeds Accounts) to the extent applied to payment of Term Loan Obligations. (b) The Revolving Credit Collateral . Each Term Loan Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute other Term Loan Primary Collateral, the amount of such setoff shall be deemed to be the Term Loan Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral to the extent applied to payment of Revolving Credit Obligations. (c) Without prejudice to Sections 4.1 and 4.2, Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, also Claimholders agrees that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements (excluding funds in the event that any funds that are deposited in an account which is both (iNet Cash Proceeds Accounts) subject to a Control Agreement and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds Obligations shall be treated as Revolving Credit Primary Priority Collateral and, unless the any Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that such funds payments made to any Revolving Credit Agent through the bank accounts that are subject to Account Agreements (other than Account Agreements with respect to Net Cash Proceeds Accounts) are proceeds of or otherwise constitute Term Loan Primary Collateral arePriority Collateral, prior are waived. Prior to an issuance of an Enforcement Notice, waived any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property (excluding property held pursuant to an Account Agreement) that is Collateral shall not (as among the Revolving Credit Agents, the Term Loan Agents and the various other Claimholders) be treated as proceeds of Collateral Agent for purposes of determining the relative priorities in the Collateral which was so acquired. After an issuance of an Enforcement Notice, the Revolving Credit Agents, the Term Loan Agents and the other Claimholders shall cooperate in good faith to identify the proceeds of the Revolving Credit Priority Collateral and the Term Loan Claimholders. Priority Collateral, as the case may be (d) Without prejudice to Sections 4.1 and 4.2it being agreed that after an issuance of an Enforcement Notice, unless any Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, all funds deposited under Account Agreements (other than funds deposited in Net Cash Proceeds Accounts) and then applied to the Revolving Credit Obligations shall be presumed to be Revolving Credit Priority Collateral (a presumption that can be rebutted by the Term Loan Agents); provided, however, that no Revolving Credit Agent, Term Loan Agent or other Claimholder shall be liable or in any claim way responsible for any claims or damages from conversion of the Revolving Credit Priority Collateral or Term Loan Priority Collateral, as the case may be (it being understood and agreed that (i) the only obligation of any Revolving Credit Agent or other Revolving Credit Claimholder is to pay over to the Term Loan Agents, in the same form as received, with any necessary endorsements, all proceeds that such funds are Revolving Credit Agent or other Revolving Credit Claimholder received that have been identified as proceeds of the Term Loan Priority Collateral and, until such time, such proceeds will be held in trust for the Term Loan Agents and (ii) the only obligation of any Term Loan Agent or otherwise constitute other Term Loan Claimholder is to pay over to the Revolving Credit Primary Collateral areAgents, prior to an issuance in the same form as received, with any necessary endorsements, all proceeds that such Term Loan Agent or other Term Loan Claimholder received that have been identified as proceeds of an Enforcement Notice, waived by the Revolving Credit Priority Collateral. Any of the Revolving Credit Agents and any of the Term Loan Agents may request from the other an accounting of the identification of the proceeds of Collateral Agent (and the Revolving Credit ClaimholdersAgents and the Term Loan Agents, as the case may be, upon which such request is made shall deliver such accounting reasonably promptly after such request is made) and, until such time, such proceeds will be held in trust for the Revolving Credit Agents.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan ABL Collateral Agent, for itself and on behalf of itself and the other ABL Secured Parties, and each Term Loan ClaimholdersCollateral Agent, for and on behalf of itself and the Other Applicable Term Secured Parties, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder Secured Party exercises its rights of setoff set-off against any GrantorCredit Party’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary Collateralto the extent constituting or containing Collateral or Proceeds thereof, the amount of such setoff set-off shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.3; provided4.1. In addition, however that (i) the foregoing shall not apply to any setoff by Term Loan Collateral Agent against any Term Loan Primary Collateral to the extent applied to payment of Term Loan Obligations. (b) The Revolving Credit ABL Collateral Agent, for itself and on behalf of itself and each other ABL Secured Party, hereby consents to the Revolving Credit Claimholders, acknowledges and agrees that, application of cash constituting Proceeds of Term Priority Collateral to the prepayment or repayment of the Term Obligations pursuant to the Term Documents (to the extent permitted under the Revolving Credit Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute ABL Documents) and (ii) each Term Loan Primary Collateral, the amount of such setoff shall be deemed to be the Term Loan Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral to the extent applied to payment of Revolving Credit Obligations. (c) Without prejudice to Sections 4.1 and 4.2, Term Loan Collateral Agent, for itself and on behalf of itself and each Other Applicable Term Secured Party, hereby consents to the application of cash constituting ABL Priority Collateral or Proceeds of ABL Priority Collateral to the prepayment or repayment of the ABL Obligations pursuant to the ABL Documents. Proceeds of any disposition of any Term Loan ClaimholdersPriority Collateral (including pursuant to any Account received as consideration in connection therewith), also agrees proceeds from any settlement of or payment in respect of any property or casualty insurance claim or any expropriation or condemnation proceeding in respect of any Term Priority Collateral, and the proceeds or investment of any thereof, that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement constitute cash or Cash Equivalents and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligationshave not, within 30 days after such funds shall disposition, settlement or payment (which 30-day period may be treated as Revolving Credit Primary Collateral and, unless the Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Term Loan Primary Collateral are, prior to an issuance of an Enforcement Notice, waived extended by Term Loan Collateral Agent and the Term Loan ClaimholdersAdministrative Agent in its sole reasonable discretion in consultation with the Borrower), been deposited into or credited to any Asset Sales Proceeds Account, shall become ABL Priority Collateral. (d) Without prejudice to Sections 4.1 and 4.2, Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit Collateral Agent and the Revolving Credit Claimholders.

Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds. (a) The Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, acknowledges and agrees that, to the extent the Term Loan Collateral Agent or any Term Loan Claimholder exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Revolving Credit Primary Collateral, the amount of such setoff shall be deemed to be the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.3; : provided, however that the foregoing shall not apply to any setoff by Term Loan Collateral Agent against any Term Loan Primary Collateral to the extent applied to payment of Term Loan Obligations. (b) The Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Collateral Agent or any Revolving Credit Claimholder Claimholders exercises its rights of setoff against any Grantor’s Deposit Accounts or Securities Accounts that constitute Term Loan Primary Collateral, the amount of such setoff shall be deemed to be the Term Loan Primary Collateral to be held and distributed pursuant to Section 4.3; provided, however that the foregoing shall not apply to any setoff by Revolving Credit Collateral Agent against any Revolving Credit Primary Collateral to the extent applied to payment of Revolving Credit Obligations. (c) Without prejudice to Sections 4.1 and 4.2, Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Revolving Credit Primary Collateral are then applied to the Revolving Credit Obligations, such funds shall be treated as Revolving Credit Primary Collateral and, unless the Revolving Credit Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Term Loan Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Term Loan Collateral Agent and the Term Loan Claimholders. (d) Without prejudice to Sections 4.1 and 4.2, Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, also agrees that in the event that any funds that are deposited in an account which is both (i) subject to a Control Agreement and (ii) constitutes Term Loan Primary Collateral are then applied to the Term Loan Obligations, such funds shall be treated as Term Loan Primary Collateral and, unless the Term Loan Collateral Agent has actual knowledge to the contrary, any claim that such funds are proceeds of or otherwise constitute Revolving Credit Primary Collateral are, prior to an issuance of an Enforcement Notice, waived by Revolving Credit Collateral Agent and the Revolving Credit Claimholders.