Common use of Set-Off and Tracing of and Priorities in Proceeds Clause in Contracts

Set-Off and Tracing of and Priorities in Proceeds. Each Agent, on behalf of the applicable Secured Parties, acknowledges and agrees that, to the extent such Agent or any Secured Party for which it is acting as Agent exercises its rights of set-off against any Collateral pursuant to an Enforcement Action, the amount of such set-off shall be held and distributed pursuant to Section 2.05. Each Agent, for itself and on behalf of the applicable Secured Parties, further agrees that, notwithstanding anything herein to the contrary, prior to the issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds of Collateral, whether or not deposited under account control agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Agents and the Secured Parties) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In furtherance of the foregoing, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative with respect to the Note Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateral. In addition, unless and until the Payment in Full of ABL Obligations occurs, each Junior Representative in respect of the ABL Priority Collateral hereby consents to the application, prior to the earlier of receipt by the Senior Representative in respect of the ABL Priority Collateral of an Enforcement Notice issued by any Junior Agent in respect of the ABL Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, of cash or other proceeds of Collateral, deposited under account control agreements to the repayment of ABL Obligations pursuant to the ABL Documents.

Set-Off and Tracing of and Priorities in Proceeds. Each First Lien Agent, on behalf of the applicable Secured Partiestheir respective First Lien Claimholders, acknowledges and agrees that, to the extent such First Lien Agent or any Secured Party for which it is acting as Agent such First Lien Claimholder exercises its rights of set-off against any Collateral pursuant to an Enforcement ActionABL Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.01. Each The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that, to the extent the ABL Agent or any ABL Claimholder exercises its rights of set-off against any Notes Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.01. The ABL Agent, for itself and on behalf of the applicable Secured PartiesABL Claimholders, and each First Lien Agent, for itself and on behalf of its resepective First Lien Claimholders, further agrees that, notwithstanding anything herein to the contrary, agree that prior to the an issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds Proceeds of Collateral, whether or not deposited under account control agreementsAccount Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Agents Agents, the ABL Claimholders and the Secured PartiesFirst Lien Claimholders) be treated as proceeds Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In furtherance of the foregoing, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative with respect to the Note Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateral. In addition, unless and until the Payment in Full Discharge of ABL Obligations occurs, subject to Section 4.02, each Junior Representative in respect of First Lien Agent and the ABL Priority Collateral First Lien Claimholders each hereby consents to the application, prior to the earlier of receipt by the Senior Representative in respect of the ABL Priority Collateral Agent of an Enforcement Notice issued by any Junior Agent in respect of the ABL Priority Collateral or the commencement of any Insolvency or Liquidation ProceedingApplicable First Lien Agent, of cash or other proceeds Proceeds of Collateral, deposited under account control agreements Account Agreements to the repayment of ABL Obligations pursuant to the ABL Loan Documents.

Set-Off and Tracing of and Priorities in Proceeds. Each The Notes Agent, on behalf of the applicable Secured PartiesNote Claimholders, acknowledges and agrees that, to the extent such the Notes Agent or any Secured Party for which it is acting as Agent Note Claimholder exercises its rights of set-off against any Collateral pursuant to an Enforcement ActionABL Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.1. Each The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that, to the extent the ABL Agent or any ABL Claimholder exercises its rights of set-off against any Notes Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.1. The ABL Agent, for itself and on behalf of the applicable Secured PartiesABL Claimholders, and the Notes Agent, for itself and on behalf of the Note Claimholders, further agrees that, notwithstanding anything herein to the contrary, agree that prior to the an issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds Proceeds of Collateral, whether or not deposited under account control agreementsAccount Agreements (other than with respect to any Notes Collateral Account), which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Agents Agents, the ABL Claimholders and the Secured PartiesNote Claimholders) be treated as proceeds Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In furtherance of the foregoing, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative with respect to the Note Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateral. In addition, unless and until the Payment in Full Discharge of ABL Obligations occurs, subject to Section 4.2, the Notes Agent and the Note Claimholders each Junior Representative in respect of the ABL Priority Collateral hereby consents to the application, prior to the earlier of receipt by the Senior Representative in respect of the ABL Priority Collateral Agent of an Enforcement Notice issued by any Junior Agent in respect of the ABL Priority Collateral or the commencement of any Insolvency or Liquidation ProceedingNotes Agent, of cash or other proceeds Proceeds of Collateral, deposited under account control agreements Account Agreements (other than Account Agreements with respect to any Notes Collateral Account) to the repayment of ABL Obligations pursuant to the ABL Loan Documents.

Set-Off and Tracing of and Priorities in Proceeds. Each The Agent, on behalf of the applicable Secured PartiesNotes Claimholders, acknowledges and agrees that, to the extent such the Notes Agent or any Secured Party for which it is acting as Agent Notes Claimholder exercises its rights of set-off against any ABL Priority Collateral pursuant to an Enforcement Action(in violation of this Agreement), the amount of such set-off shall be held and distributed pursuant to Section 2.054.1. Each The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that, to the extent the ABL Agent or any ABL Claimholder exercises its rights of set-off against any Notes Priority Collateral (in violation of this Agreement), the amount of such set-off shall be held and distributed pursuant to Section 4.1. The ABL Agent, for itself and on behalf of the applicable Secured PartiesABL Claimholders, and the Notes Agent, for itself and on behalf of the Notes Claimholders, each further agrees that, notwithstanding anything herein to the contrary, agree that prior to the an issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds Proceeds of Collateral, whether or not deposited under account control agreementsAccount Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Agents and the Secured PartiesClaimholders) be treated as proceeds Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In furtherance of the foregoing, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative with respect to the Note Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateral. In addition, unless and until the Payment in Full Discharge of ABL Obligations occurs, each Junior Representative in respect subject to Section 4.2, the Notes Agent, on behalf of itself and the ABL Priority Collateral Notes Claimholders, hereby consents to the application, prior to the earlier of receipt by the Senior Representative in respect of the ABL Priority Collateral Agent of an Enforcement Notice issued by any Junior Agent in respect the Notes Agent, and thereafter, except as it relates to identifiable proceeds of the ABL Notes Priority Collateral or the commencement of any Insolvency or Liquidation ProceedingCollateral, of cash or other proceeds Proceeds of Collateral, deposited under account control agreements Account Agreements in favor of the ABL Agent to the repayment of ABL Obligations pursuant to the ABL Loan Documents.

Set-Off and Tracing of and Priorities in Proceeds. Each The Notes Agent, on behalf of the applicable Secured PartiesNote Claimholders, acknowledges and agrees that, to the extent such the Notes Agent or any Secured Party for which it is acting as Agent Note Claimholder exercises its rights of set-off against any Collateral pursuant to an Enforcement ActionABL Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.1. Each The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that, to the extent the ABL Agent or any ABL Claimholder exercises its rights of set-off against any Notes Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.1. The ABL Agent, for itself and on behalf of the applicable Secured PartiesABL Claimholders, and the Notes Agent, for itself and on behalf of the Note Claimholders, further agrees that, notwithstanding anything herein to the contrary, agree that prior to the an issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds Proceeds of Collateral, whether or not deposited under account control agreementsAccount Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Agents Agents, the ABL Claimholders and the Secured PartiesNote Claimholders) be treated as proceeds Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In furtherance of the foregoing, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative with respect to the Note Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateral. In addition, unless and until the Payment in Full Discharge of ABL Obligations occurs, subject to Section 4.2, the Notes Agent and the Note Claimholders each Junior Representative in respect of the ABL Priority Collateral hereby consents to the application, prior to the earlier of receipt by the Senior Representative in respect of the ABL Priority Collateral Agent of an Enforcement Notice issued by any Junior Agent in respect of the ABL Priority Collateral or the commencement of any Insolvency or Liquidation ProceedingNotes Agent, of cash or other proceeds Proceeds of Collateral, deposited under account control agreements Account Agreements to the repayment of ABL Obligations pursuant to the ABL Loan Documents.

Set-Off and Tracing of and Priorities in Proceeds. Each The Term Agent, on behalf of the applicable Term Claimholders, and the Junior Secured PartiesNotes Agent, acknowledges on behalf of the Junior Secured Notes Claimholders, acknowledge and agrees agree that, to the extent such the Term Agent, any Term Claimholder, the Junior Secured Notes Agent or any Junior Secured Party for which it is acting as Agent Notes Claimholder exercises its rights of set-off against any Collateral pursuant to an Enforcement ActionABL Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.1. Each The ABL Agent, for itself and on behalf of the applicable ABL Claimholders, the Term Agent, for itself and on behalf of the Term Claimholders, and the Junior Secured PartiesNotes Agent, for itself and on behalf of the Junior Secured Notes Claimholders, each further agrees that, notwithstanding anything herein to the contrary, agree that prior to the an issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds Proceeds of Collateral, whether or not deposited under account control agreementsAccount Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Agents and the Secured PartiesClaimholders) be treated as proceeds Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In furtherance of the foregoing, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative with respect to the Note Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateral. In addition, unless and until the Payment in Full Discharge of ABL Obligations occurs, subject to Section 4.2, the Term Agent, on behalf of itself and the Term Claimholders, and the Junior Secured Notes Agent, on behalf of itself and the Junior Secured Notes Claimholders, each Junior Representative in respect of the ABL Priority Collateral hereby consents to the application, prior to the earlier of receipt by the Senior Representative in respect of the ABL Priority Collateral Agent of an Enforcement Notice issued by any Junior Agent in respect the Term Agent, and thereafter, except as it relates to identifiable proceeds of the ABL Term Priority Collateral or the commencement of any Insolvency or Liquidation ProceedingCollateral, of cash or other proceeds Proceeds of Collateral, deposited under account control agreements Account Agreements in favor of the ABL Agent to the repayment of ABL Obligations pursuant to the ABL Loan Documents.

Set-Off and Tracing of and Priorities in Proceeds. Each First Lien Agent, on behalf of the applicable Secured Partiestheir respective First Lien Claimholders, acknowledges and agrees that, to the extent such First Lien Agent or any Secured Party for which it is acting as Agent such First Lien Claimholder exercises its rights of set-off against any Collateral pursuant to an Enforcement ActionABL Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.1. Each The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that, to the extent the ABL Agent or any ABL Claimholder exercises its rights of set-off against any First Lien Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.1. The ABL Agent, for itself and on behalf of the applicable Secured PartiesABL Claimholders, the Credit Agreement Agent, on behalf of each Cash Flow Credit Claimholder, the Notes Agent, for itself and on behalf of the Note Claimholders, and each Additional First Lien Agent, on behalf of its respective Additional First Lien Claimholders, further agrees that, notwithstanding anything herein to the contrary, agree that prior to the an issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds Proceeds of Collateral, whether or not deposited under account control agreementsAccount Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Agents Agents, the ABL Claimholders and the Secured PartiesFirst Lien Claimholders) be treated as proceeds Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In furtherance of the foregoing, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative with respect to the Note Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateral. In addition, unless and until the Payment in Full Discharge of ABL Obligations occurs, subject to Section 4.2, each Junior Representative in respect of First Lien Agent and the ABL Priority Collateral First Lien Claimholders each hereby consents to the application, prior to the earlier of receipt by the Senior Representative in respect of the ABL Priority Collateral Agent of an Enforcement Notice issued by any Junior Agent in respect of the ABL Priority Collateral or the commencement of any Insolvency or Liquidation ProceedingApplicable First Lien Agent, of cash or other proceeds Proceeds of Collateral, deposited under account control agreements Account Agreements to the repayment of ABL Obligations pursuant to the ABL Loan Documents.

Set-Off and Tracing of and Priorities in Proceeds. Each CF Debt Agent, on behalf of the CF Debt Secured Parties under the applicable Secured PartiesSeries, acknowledges and agrees that, to the extent such any CF Debt Agent or any CF Debt Secured Party for which it is acting as Agent exercises its any rights of set-off against any Collateral pursuant to an Enforcement ActionABL Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.052.04(b). Each The ABL Agent, on behalf of the ABL Secured Parties, acknowledges and agrees that, to the extent the ABL Agent or any ABL Secured Party exercises any rights of set-off against any ABL Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.04(b). The ABL Agent, for itself and on behalf of the applicable ABL Secured Parties, and each CF Debt Agent, for itself and on behalf of the CF Debt Secured Parties under the applicable series, further agrees that, notwithstanding anything herein agree that prior to an issuance of any Enforcement Notice with respect to the contrary, prior to the issuance of an Enforcement Notice Senior Secured Obligations Collateral or the commencement of any Insolvency or Liquidation Proceeding, any proceeds of Collateral, whether or not deposited under account control agreementsAccount Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the ABL Agent, the ABL Secured Parties, the CF Debt Agents and the CF Debt Secured Parties) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In furtherance of the foregoing, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative with respect to the Note Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateral. In addition, unless and until the Payment in Full Discharge of ABL Senior Secured Debt Obligations occurs, the CF Debt Agents and the CF Debt Secured Parties each Junior Representative in respect of the ABL Priority Collateral hereby consents to the application, prior to the earlier of receipt by the Senior Representative in respect of the ABL Priority Collateral Agent of an Enforcement Notice issued by any Junior Agent in respect of the ABL Priority Collateral or the commencement of any Insolvency or Liquidation ProceedingCF Debt Agent, of cash or other proceeds of Collateral, deposited under account control agreements Account Agreements to the repayment of ABL Debt Obligations pursuant to the ABL Debt Documents; provided that after the receipt by the ABL Agent of an Enforcement Notice from any CF Debt Agent, any identifiable proceeds of CF Debt Priority Collateral (whether or not deposited under Account Agreements with the ABL Agent) shall be treated as CF Debt Priority Collateral.

Set-Off and Tracing of and Priorities in Proceeds. Each The Senior Secured Notes Agent, on behalf of the applicable Senior Secured PartiesNote Claimholders, acknowledges and agrees that, to the extent such the Senior Secured Notes Agent or any Senior Secured Party for which it is acting as Agent Note Claimholder exercises its rights of set-off against any Collateral pursuant to an Enforcement ActionABL Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.1. Each The ABL Facility Collateral Agent, on behalf of the ABL Claimholders, acknowledges and agrees that, to the extent the ABL Facility Collateral Agent or any ABL Claimholder exercises its rights of set-off against any Senior Secured Notes Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.1. The ABL Facility Collateral Agent, for itself and on behalf of the applicable ABL Claimholders, and the Senior Secured PartiesNotes Agent, for itself and on behalf of the Senior Secured Note Claimholders, further agrees that, notwithstanding anything herein to the contrary, agree that prior to the an issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds Proceeds of Collateral, whether or not deposited under account control agreementsAccount Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Agents Agents, the ABL Claimholders and the Senior Secured PartiesNote Claimholders) be treated as proceeds Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In furtherance of the foregoing, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative with respect to the Note Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateral. In addition, unless and until the Payment in Full Discharge of ABL Obligations occurs, subject to Section 4.2, the Senior Secured Notes Agent and the Senior Secured Note Claimholders each Junior Representative in respect of the ABL Priority Collateral hereby consents to the application, prior to the earlier of receipt by the Senior Representative in respect of the ABL Priority Facility Collateral Agent of an Enforcement Notice issued by any Junior Agent in respect of the ABL Priority Collateral or the commencement of any Insolvency or Liquidation ProceedingSenior Secured Notes Agent, of cash or other proceeds Proceeds of Collateral, deposited under account control agreements Account Agreements to the repayment of ABL Obligations pursuant to the ABL Loan Documents.

Set-Off and Tracing of and Priorities in Proceeds. Each First Lien Agent, on behalf of the applicable Secured Partiestheir respective First Lien Claimholders, acknowledges and agrees that, to the extent such First Lien Agent or any Secured Party for which it is acting as Agent such First Lien Claimholder exercises its rights of set-off against any Collateral pursuant to an Enforcement ActionABL Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.1. Each The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that, to the extent the ABL Agent or any ABL Claimholder exercises its rights of set-off against any Notes Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.1. The ABL Agent, for itself and on behalf of the applicable Secured PartiesABL Claimholders, and the Notes Agent, for itself and on behalf of the Note Claimholders, further agrees that, notwithstanding anything herein to the contrary, agree that prior to the an issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds Proceeds of Collateral, whether or not deposited under account control agreementsAccount Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Agents Agents, the ABL Claimholders and the Secured PartiesFirst Lien Claimholders) be treated as proceeds Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In furtherance of the foregoing, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative with respect to the Note Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateral. In addition, unless and until the Payment in Full Discharge of ABL Obligations occurs, subject to Section 4.2, each Junior Representative in respect of First Lien Agent and the ABL Priority Collateral First Lien Claimholders each hereby consents to the application, prior to the earlier of receipt by the Senior Representative in respect of the ABL Priority Collateral Agent of an Enforcement Notice issued by any Junior Agent in respect of the ABL Priority Collateral or the commencement of any Insolvency or Liquidation ProceedingApplicable First Lien Agent, of cash or other proceeds Proceeds of Collateral, deposited under account control agreements Account Agreements to the repayment of ABL Obligations pursuant to the ABL Loan Documents.

Set-Off and Tracing of and Priorities in Proceeds. (a) Each Fixed Asset Collateral Agent, on behalf of the applicable Secured PartiesFixed Asset Claimholders represented by it, acknowledges and agrees that, to the extent such Fixed Asset Collateral Agent or any Secured Party for which it is acting as Agent other Fixed Asset Claimholder exercises its rights of set-off against any Collateral pursuant to an Enforcement ActionABL Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.1(a). Each ABL Collateral Agent, on behalf of the ABL Claimholders represented by it, acknowledges and agrees that, to the extent such ABL Collateral Agent or any other ABL Claimholder exercises its rights to set-off against any Fixed Asset Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.1(b). (b) Each ABL Collateral Agent, for itself and on behalf of the applicable Secured Partieseach other ABL Claimholder represented by it, further agrees thatand each Fixed Asset Collateral Agent, notwithstanding anything herein to the contraryfor itself and on behalf of each other Fixed Asset Claimholder represented by it, agree that prior to the an issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds of Collateral, whether or not deposited under account control agreementsAccount Agreements, which are used by any Grantor to acquire other property which is constituting Collateral shall not (solely as between the ABL Collateral Agents and the Secured PartiesFixed Asset Collateral Agents and as between the ABL Claimholders and the Fixed Asset Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities of the ABL Claimholders and the Fixed Asset Claimholders in the Collateral which was so acquired. In furtherance . (c) Each ABL Collateral Agent, on behalf of itself and the ABL Claimholders represented by it, and each Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders represented by it, agrees that after an issuance of an Enforcement Notice, each such Person shall cooperate in good faith to identify the proceeds of the foregoing, any proceeds of Note ABL Priority Collateral and the Fixed Asset Priority Collateral, as the case may be (it being agreed that, unless any ABL Collateral 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 Priority Collateral (a presumption that can be rebutted by any Fixed Asset Collateral Agent); provided, however, that neither any ABL Claimholder nor any Fixed Asset Claimholder shall be liable or in any way responsible for any claims or damages from conversion of the ABL Priority Collateral or Fixed Asset Priority 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 Designated Fixed Asset Collateral Agent, in the same form as received, with any necessary endorsements, all proceeds that such ABL Claimholder received after the earlier of the issuance of an Enforcement Notice by that have been identified as proceeds of the Fixed Asset Priority Collateral and (B) the only obligation of any Senior Representative with respect Fixed Asset Claimholder is to pay over to the Note Priority Designated ABL Collateral or Agent, in the commencement same form as received, with any necessary endorsements, all proceeds that such Fixed Asset Claimholder received after the issuance of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts an Enforcement Notice that constitute ABL Priority Collateral shall be treated have been identified as Note Priority Collateral. In addition, unless and until the Payment in Full of ABL Obligations occurs, each Junior Representative in respect proceeds of the ABL Priority Collateral hereby consents to the application, prior to the earlier of receipt by the Senior Representative in respect Collateral). Each of the ABL Priority Collateral of Agents and the Fixed Asset Collateral Agents may request from the other agents an Enforcement Notice issued by any Junior Agent in respect accounting of the ABL Priority Collateral or identification of the commencement of any Insolvency or Liquidation Proceeding, of cash or other proceeds of Collateral, deposited under account control agreements to the repayment of ABL Obligations pursuant to Collateral (and the ABL DocumentsCollateral Agents and the Fixed Asset Collateral Agents, as the case may be, upon which such request is made shall deliver such accounting reasonably promptly after such request is made).

Set-Off and Tracing of and Priorities in Proceeds. Each First Lien Agent, on behalf of the applicable Secured Partiestheir respective First Lien Claimholders, acknowledges and agrees that, to the extent such First Lien Agent or any Secured Party for which it is acting as Agent such First Lien Claimholder exercises its rights of set-off against any Collateral pursuant to an Enforcement ActionABL Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.01. Each The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that, to the extent the ABL Agent or any ABL Claimholder exercises its rights of set-off against any Notes Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.01. The ABL Agent, for itself and on behalf of the applicable Secured PartiesABL Claimholders, and each First Lien Agent, for itself and on behalf of its resepective First Lien Claimholders, further agrees that, notwithstanding anything herein to the contrary, agree that prior to the an issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds Proceeds of Collateral, whether or not deposited under account control agreementsAccount Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Agents Agents, the ABL Claimholders and the Secured PartiesFirst Lien Claimholders) be Table of Contents treated as proceeds Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In furtherance of the foregoing, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative with respect to the Note Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateral. In addition, unless and until the Payment in Full Discharge of ABL Obligations occurs, subject to Section 4.02, each Junior Representative in respect of First Lien Agent and the ABL Priority Collateral First Lien Claimholders each hereby consents to the application, prior to the earlier of receipt by the Senior Representative in respect of the ABL Priority Collateral Agent of an Enforcement Notice issued by any Junior Agent in respect of the ABL Priority Collateral or the commencement of any Insolvency or Liquidation ProceedingApplicable First Lien Agent, of cash or other proceeds Proceeds of Collateral, deposited under account control agreements Account Agreements to the repayment of ABL Obligations pursuant to the ABL Loan Documents.

Set-Off and Tracing of and Priorities in Proceeds. Each AgentThe Collateral Trustee, on behalf of the applicable Secured PartiesFixed Asset Claimholders, acknowledges and agrees that, to the extent such Agent the Collateral Trustee or any Secured Party for which it is acting as Agent other Fixed Asset Claimholder exercises its rights of set-off against any Collateral pursuant to an Enforcement ActionABL Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.1. Each The ABL Agent, for itself and on behalf of the applicable Secured PartiesABL Claimholders, and the Collateral Trustee, for itself and on behalf of the other Fixed Asset Claimholders, each further agrees that, notwithstanding anything herein to the contrary, agree that prior to the an issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds Proceeds of Collateral, whether or not deposited under account control agreementsAccount Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Agents and the Secured PartiesClaimholders) be treated as proceeds Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In furtherance of the foregoing; provided, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative however, that with respect to the Note net Proceeds of asset sales of Fixed Asset Priority Collateral, such Proceeds shall continue to constitute Fixed Asset Priority Collateral or until such Proceeds are applied as provided in the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority CollateralTrust Agreement. In addition, unless and until the Payment in Full Discharge of ABL Obligations occurs, each Junior Representative in respect subject to Section 4.2, the Collateral Trustee, on behalf of itself and the ABL Priority Collateral other Fixed Asset Claimholders, hereby consents to the application, prior to the earlier of receipt by the Senior Representative in respect of the ABL Priority Collateral Agent of an Enforcement Notice issued by any Junior Agent in respect the Collateral Trustee, and thereafter, except as it relates to identifiable Proceeds of the ABL Fixed Asset Priority Collateral or the commencement of any Insolvency or Liquidation ProceedingCollateral, of cash or other proceeds Proceeds of Collateral, deposited under account control agreements Account Agreements in favor of the ABL Agent to the repayment of ABL Obligations pursuant to the ABL Loan Documents.

Set-Off and Tracing of and Priorities in Proceeds. (a) Each Fixed Asset Collateral Agent, on behalf of the applicable Secured PartiesFixed Asset Claimholders represented by it, acknowledges and agrees that, to the extent such Fixed Asset Collateral Agent or any Secured Party for which it is acting as Agent other Fixed Asset Claimholder exercises its rights of set-off against any Collateral pursuant to an Enforcement ActionABL Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.1(a). Each ABL Collateral Agent, on behalf of the ABL Claimholders, acknowledges and agrees that, to the extent any ABL Collateral Agent or any other ABL Claimholder exercises its rights to set-off against any Fixed Asset Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.1(b). (b) Each ABL Collateral Agent, for itself and on behalf of the applicable Secured Partieseach other ABL Claimholder represented by it, further agrees thatand each Fixed Asset Collateral Agent, notwithstanding anything herein to the contraryfor itself and on behalf of each other Fixed Asset Claimholder represented by it, agree that prior to the an issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, (i) any proceeds of Collateral, whether or not deposited under account control agreements, which are ABL Priority Collateral used by any Grantor to acquire other property which is any Fixed Asset Priority Collateral shall not (solely as between the Agents and the Secured Parties) be treated as proceeds Fixed Asset Priority Collateral, so long as such use of ABL Priority Collateral for purposes of determining the relative priorities is otherwise not in the Collateral which was so acquired. In furtherance contravention of the foregoing, terms of this Agreement or the ABL Loan Documents and (ii) any proceeds of Note Fixed Asset Priority Collateral received after the earlier of the issuance of an Enforcement Notice used by any Senior Representative with respect Grantor to the Note Priority Collateral or the commencement of acquire any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note ABL Priority Collateral. In addition, unless so long as such use of Fixed Asset Priority Collateral is otherwise not in contravention of the terms of this Agreement or the Fixed Asset Loan Documents. (c) Each ABL Collateral Agent, on behalf of itself and until the Payment ABL Claimholders represented by it, and each Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders represented by it, agrees that each such Person shall cooperate in Full of ABL Obligations occurs, each Junior Representative in respect good faith to identify the proceeds of the ABL Priority Collateral hereby consents and the Fixed Asset Priority Collateral, as the case may be (it being agreed that all funds deposited under Account Agreements (other than a Fixed Asset Priority Proceeds Account) and then applied to the application, ABL Obligations shall be ABL Priority Collateral unless such ABL Collateral Agent (i) has actual knowledge to the contrary prior to the earlier of receipt application thereof to the ABL Obligations or (ii) has been notified by the Senior Representative in respect Fixed Asset Collateral Agent to the contrary at any time before or within sixty (60) days of the application thereof to the ABL Obligations, in which case, such ABL Collateral Agent shall, to the extent not prohibited by law, turn over to the Fixed Asset Collateral Agent an amount equal to that portion of such funds constituting Fixed Asset Priority Collateral or proceeds thereof (other than proceeds of the use, rental, lease, or license of Fixed Asset Priority Collateral (other than Intellectual Property and/or Real Estate Assets)) from the next proceeds of ABL Priority Collateral of an Enforcement Notice issued by deposited under Account Agreements (and the Grantors hereby authorize and direct the ABL Collateral Agents to pay over to the Designated Fixed Asset Collateral Agent all such amounts as required hereunder)); provided, however, that neither any Junior Agent ABL Claimholder nor any Fixed Asset Claimholder shall be liable or in respect any way responsible for any claims or damages from conversion of the ABL Priority Collateral or Fixed Asset Priority Collateral, as the commencement case may be (it being understood and agreed that (A) the only obligation of any Insolvency or Liquidation ProceedingABL Claimholder is to pay over to the Designated Fixed Asset Collateral Agent, of cash or other in the same form as received, with any necessary endorsements, all proceeds that such ABL Claimholder received and that have been identified as proceeds of Collateral, deposited under account control agreements the Fixed Asset Priority Collateral and (B) the only obligation of any Fixed Asset Claimholder is to the repayment of ABL Obligations pursuant pay over to the ABL DocumentsCollateral Agents, in the same form as received, with any necessary endorsements, all proceeds that such Fixed Asset Claimholder received and that have been identified as proceeds of the ABL Priority Collateral). Each of the ABL Collateral Agents and the Fixed Asset Collateral Agents may request from the other agents an accounting of the identification of the proceeds of Collateral (and the ABL Collateral Agents and the Fixed Asset Collateral Agents, as the case may be, upon which such request is made shall deliver such accounting reasonably promptly after such request is made).

Set-Off and Tracing of and Priorities in Proceeds. Each Agent, on behalf of the applicable Secured PartiesTerm Claimholders, acknowledges and agrees that, to the extent such Term Agent or any Secured Party for which it is acting as Agent Term Claimholder exercises its rights of set-off against any ABL Priority Collateral pursuant to an Enforcement Action(in violation of this Agreement), the amount of such set-off shall be held and distributed pursuant to Section 2.054.1. Each The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that, to the extent the ABL Agent or any ABL Claimholder exercises its rights of set-off against any Term Priority Collateral (in violation of this Agreement), the amount of such set-off shall be held and distributed pursuant to Section 4.1. The ABL Agent, for itself and on behalf of the ABL Claimholders, and each Term Agent, for itself and on behalf of the applicable Secured PartiesTerm Claimholders, each further agrees that, notwithstanding anything herein to the contrary, that prior to the an issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds Proceeds of Collateral, whether or not deposited under account control agreementsAccount Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Agents and the Secured PartiesClaimholders) be treated as proceeds Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In furtherance of the foregoing, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative with respect to the Note Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateral. In addition, unless and until the Payment in Full Discharge of ABL Obligations occurs, subject to Section 4.2, each Junior Representative in respect Term Agent, on behalf of itself and the ABL Priority Collateral applicable Term Claimholders, hereby consents to the application, prior to the earlier of receipt by the Senior Representative in respect of the ABL Priority Collateral Agent of an Enforcement Notice issued by any Junior Agent in respect the Designated Term Agent, and thereafter, except as it relates to identifiable proceeds of the ABL Term Priority Collateral or the commencement of any Insolvency or Liquidation ProceedingCollateral, of cash or other proceeds Proceeds of Collateral, deposited under account control agreements Account Agreements in favor of the ABL Agent to the repayment of ABL Obligations pursuant to the ABL Loan Documents.

Set-Off and Tracing of and Priorities in Proceeds. Each Notes Agent, on behalf of the applicable Secured Partiesrespective Notes Claimholders, and the ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that, to the extent such Agent or of any Secured Party for which it is acting as Agent exercises its exercise of rights of set-off in accordance with this Agreement against any ABL Priority Collateral pursuant to an Enforcement Actionor Notes Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.1. Each Notes Agent, on behalf of the respective Notes Claimholders, acknowledges and agrees that, to the extent such Notes Agent or any such Notes Claimholder exercises its rights of set-off in accordance with this Agreement against any Notes Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.1. The ABL Agent, for itself and on behalf of the applicable Secured PartiesABL Claimholders, and each Notes Agent, for itself and on behalf of the respective Notes Claimholders, further agrees that, notwithstanding anything herein to the contrary, agree that prior to the issuance of an Enforcement Notice by any Agent, ABL Claimholder or Notes Claimholder, or the commencement of any Insolvency or Liquidation Proceeding, any proceeds Proceeds of Collateral, whether or not deposited under account control agreementsAccount Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between among the Agents Agents, the ABL Claimholders and the Secured PartiesNotes Claimholders) be treated as proceeds Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In furtherance of the foregoing, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative with respect to the Note Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateral. In addition, unless and until the Payment in Full Discharge of ABL Obligations occurs, subject to Section 4.2, each Junior Representative in respect of Notes Agent and the ABL Priority Collateral Notes Claimholders each hereby consents to the application, prior to the earlier of receipt by the Senior Representative in respect of the ABL Priority Collateral Agent of an Enforcement Notice issued by any Junior Agent in respect of the ABL Priority Collateral or the commencement of any Insolvency or Liquidation Proceedingapplicable Notes Agent, of cash or other proceeds Proceeds of Collateral, deposited under account control agreements Account Agreements to the repayment of ABL Obligations pursuant to the ABL Loan Documents.

Set-Off and Tracing of and Priorities in Proceeds. Each First Lien Agent, on behalf of the applicable Secured Partiestheir respective First Lien Claimholders, acknowledges and agrees that, to the extent such First Lien Agent or any Secured Party for which it is acting as Agent such First Lien Claimholder exercises its rights of set-off against any Collateral pursuant to an Enforcement ActionABL Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.01. Each The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that, to the extent the ABL Agent or any ABL Claimholder exercises its rights of set-off against any Notes Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.01. The ABL Agent, for itself and on behalf of the applicable Secured PartiesABL Claimholders, and each First Lien Agent, for itself and on behalf of its resepective First Lien Claimholders, further agrees that, notwithstanding anything herein to the contrary, agree that prior to the an issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds Proceeds of Collateral, whether or not deposited under account control agreementsAccount Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Agents Agents, the ABL Claimholders and the Secured PartiesFirst Lien Claimholders) be treated as proceeds Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In furtherance of the foregoing, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative with respect to the Note Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateral. In addition, unless and until the Payment in Full Discharge of ABL Obligations occurs, subject to Section 4.02, each Junior Representative in respect First Lien Agent and the First Lien Claimholders each Table of the ABL Priority Collateral Contents hereby consents to the application, prior to the earlier of receipt by the Senior Representative in respect of the ABL Priority Collateral Agent of an Enforcement Notice issued by any Junior Agent in respect of the ABL Priority Collateral or the commencement of any Insolvency or Liquidation ProceedingApplicable First Lien Agent, of cash or other proceeds Proceeds of Collateral, deposited under account control agreements Account Agreements to the repayment of ABL Obligations pursuant to the ABL Loan Documents.

Set-Off and Tracing of and Priorities in Proceeds. Each The Note Agent, on behalf of the applicable Secured PartiesNote Claimholders, acknowledges and agrees that, to the extent such the Note Agent or any Secured Party for which it is acting as Agent Note Claimholder exercises its rights of set-off against any Collateral pursuant to an Enforcement ActionBank Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.1. Each The Bank Agent, on behalf of the Bank Claimholders, acknowledges and agrees that, to the extent the Bank Agent or any Bank Claimholder exercises its rights of set-off against any Note Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.1. Notwithstanding the foregoing, the Bank Agent, for itself and on behalf of the applicable Secured PartiesBank Claimholders, and the Note Agent, for itself and on behalf of the Note Claimholders, further agrees that, notwithstanding anything herein agree that prior to the contrary, prior earlier to occur of the issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds Proceeds of Collateral, whether or not deposited in any Deposit Account or any Security Account or under account control agreementsAccount Agreements, which are used by any Grantor to acquire other property which is Collateral or which are applied to the Bank Obligations or to the Note Obligations by the Bank Agent, the Note Agent or any Grantor shall not (solely as between the Agents Agents, the Bank Claimholders and the Secured PartiesNote Claimholders) be treated as proceeds Proceeds of Collateral for purposes of determining the relative priorities of the Secured Parties’ Liens in the such Collateral which was so acquired. In furtherance of acquired or such Proceeds ("Deemed Non- Proceeds") which were so applied to the foregoing, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative with respect Bank Obligations or to the Note Priority Collateral or Obligations, as the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateralcase may be. In addition, (1) unless and until the Payment in Full Discharge of ABL Bank Obligations occurs, the Note Agent and the Note Claimholders each Junior Representative in respect of the ABL Priority Collateral hereby consents to the application, prior to the earlier to occur of the receipt by the Senior Representative in respect of the ABL Priority Collateral Bank Agent of an Enforcement Notice issued by any Junior the Note Agent in respect of the ABL Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, of cash Deemed Non-Proceeds (whether deposited in any Deposit Account or other proceeds of Collateral, deposited under account control agreements in any Security Account or not) to the repayment of ABL Bank Obligations pursuant to the ABL DocumentsBank Loan Documents without regard to whether or not such Deemed Non-Proceeds arose from or can be traced to the Note Priority Collateral; and (2) unless and until the Discharge of Note Obligations occurs, the Bank Agent and the Bank Claimholders each hereby consents to the application, prior to the earlier to occur of the receipt by the Note Agent of an Enforcement Notice issued by the Bank Agent or the commencement of any Insolvency or Liquidation Proceeding, of Deemed Non-Proceeds (whether deposited in any Deposit Account or in any Security Account or not) to the repayment of Note Obligations pursuant to the Note Documents without regard to whether or not such Deemed Non-Proceeds arose from or can be traced to the Bank Priority Collateral.

Set-Off and Tracing of and Priorities in Proceeds. Each The Note Agent, on behalf of the applicable Secured PartiesNote Claimholders, acknowledges and agrees that, to the extent such the Note Agent or any Secured Party for which it is acting as Agent Note Claimholder exercises its rights of set-off against any Collateral pursuant to an Enforcement ActionABL Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.1. Each The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that, to the extent the ABL Agent or any ABL Claimholder exercises its rights of set-off against any Note Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.1.‌ Notwithstanding the foregoing, the ABL Agent, for itself and on behalf of the applicable Secured PartiesABL Claimholders, and the Note Agent, for itself and on behalf of the Note Claimholders, further agrees that, notwithstanding anything herein agree that prior to the contrary, prior earlier to occur of the issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds Proceeds of Collateral, whether or not deposited in any Deposit Account or any Security Account or under account control agreementsAccount Agreements, which are used by any Grantor to acquire other property which is Collateral or which are applied to the ABL Obligations or to the Note Obligations by the ABL Agent, the Note Agent or any Grantor shall not (solely as between the Agents Agents, the ABL Claimholders and the Secured PartiesNote Claimholders) be treated as proceeds Proceeds of Collateral for purposes of determining the relative priorities of the Secured Parties’ Liens in the such Collateral which was so acquired. In furtherance of acquired or such Proceeds (“Deemed Non-Proceeds”) which were so applied to the foregoing, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative with respect ABL Obligations or to the Note Priority Collateral or Obligations, as the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateralcase may be. In addition, (1) unless and until the Payment in Full Discharge of ABL Obligations occurs, the Note Agent and the Note Claimholders each Junior Representative in respect of the ABL Priority Collateral hereby consents to the application, prior to the earlier to occur of the receipt by the Senior Representative in respect of the ABL Priority Collateral Agent of an Enforcement Notice issued by any Junior the Note Agent in respect of the ABL Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, of cash Deemed Non-Proceeds (whether deposited in any Deposit Account or other proceeds of Collateral, deposited under account control agreements in any Security Account or not) to the repayment of ABL Obligations pursuant to the ABL DocumentsLoan Documents without regard to whether or not such Deemed Non-Proceeds arose from or can be traced to the Note Priority Collateral; and (2) unless and until the Discharge of Note Obligations occurs, the ABL Agent and the ABL Claimholders each hereby consents to the application, prior to the earlier to occur of the receipt by the Note Agent of an Enforcement Notice issued by the ABL Agent or the commencement of any Insolvency or Liquidation Proceeding, of Deemed Non- Proceeds (whether deposited in any Deposit Account or in any Security Account or not) to the repayment of Note Obligations pursuant to the Note Documents without regard to whether or not such Deemed Non-Proceeds arose from or can be traced to the ABL Priority Collateral.

Set-Off and Tracing of and Priorities in Proceeds. Each (a) The Term Agent, on behalf of the applicable Secured PartiesTerm Claimholders represented by it, acknowledges and agrees that, to the extent such the Term Agent or any Secured Party for which it is acting as Agent other Term Claimholder exercises its rights of set-off against any Collateral pursuant to an Enforcement ActionABL Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.1(a). Each The ABL Agent, on behalf of the ABL Claimholders represented by it, acknowledges and agrees that, to the extent the ABL Agent or any other ABL Claimholder exercises its rights to set-off against any Term Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.1(b). (b) The ABL Agent, for itself and on behalf of each other ABL Claimholder represented by it, and the applicable Secured PartiesTerm Agent, further agrees thatfor itself and on behalf of each other Term Claimholder represented by it, notwithstanding anything herein to the contrary, agree that prior to the an issuance of an Enforcement Notice Notice, or the commencement of any Insolvency or Liquidation Proceeding, any proceeds of Collateral, whether or not deposited under account control agreementsAccount Agreements, which are used by any Grantor to acquire other property which is constituting Collateral shall not (solely as between the Agents ABL Agent and the Secured PartiesTerm Agent and as between the ABL Claimholders and the Term Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities of the ABL Claimholders and the Term Claimholders in the Collateral which was so acquired. In furtherance . (c) The ABL Agent, on behalf of itself and the foregoingABL Claimholders represented by it, any proceeds and the Term Agent, on behalf of Note Priority Collateral received itself and the Term Claimholders represented by it, agrees that after the earlier of the an issuance of an Enforcement Notice by any Senior Representative with respect to the Note Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateral. In addition, unless and until the Payment in Full of ABL Obligations occursNotice, each Junior Representative such Person shall cooperate in respect good faith to identify the proceeds of the ABL Priority Collateral hereby consents and the Term Priority Collateral, as the case may be (it being agreed that after an issuance of an Enforcement Notice, unless the ABL Agent has actual knowledge to the applicationcontrary, prior all funds deposited under Account Agreements (other than any Account Agreement to which the TL Priority Collateral Account or the TL Specified Blocked Account is subject) and then applied to the earlier of receipt by the Senior Representative in respect of the ABL Obligations shall be presumed to be ABL Priority Collateral of an Enforcement Notice issued (a presumption that can be rebutted by the Term Agent)); provided, however, that neither any Junior Agent ABL Claimholder nor any Term Claimholder shall be liable or in respect any way responsible for any claims or damages from conversion of the ABL Priority Collateral or Term Priority Collateral, as the commencement case may be (it being understood and agreed that (A) the only obligation of any Insolvency or Liquidation ProceedingABL Claimholder is to pay over to the Term Agent, of cash or other in the same form as received, with any necessary endorsements, all proceeds that such ABL Claimholder received that have been identified as proceeds of Collateral, deposited under account control agreements the Term Priority Collateral and (B) the only obligation of any Term Claimholder is to the repayment of ABL Obligations pursuant pay over to the ABL DocumentsAgent, in the same form as received, with any necessary endorsements, all proceeds that such Term Claimholder received that have been identified as proceeds of the ABL Priority Collateral). Each of the ABL Agent and the Term Agent may reasonably request from the other agents an accounting of the identification of the proceeds of Collateral (and the ABL Agent and the Term Agent, as the case may be, upon which such request is made shall deliver such accounting reasonably promptly after such request is made).

Set-Off and Tracing of and Priorities in Proceeds. Each The Notes Collateral Agent, on behalf of the applicable Secured PartiesNotes Claimholders, acknowledges and agrees that, to the extent such the Notes Collateral Agent or any Secured Party for which it is acting as Agent Notes Claimholder exercises its rights of set-off against any Collateral pursuant to an Enforcement ActionRevolving Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.1. Each The Revolving Collateral AgentLender, on behalf of the Revolving Claimholders, acknowledges and agrees that, to the extent the Revolving Collateral AgentLender or any Revolving Claimholder exercises its rights of set-off against any Notes Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.1. The Revolving Collateral AgentLender, for itself and on behalf of the Revolving Claimholders, and the Notes Collateral Agent, for itself and on behalf of the applicable Secured PartiesNotes Claimholders, further agrees that, notwithstanding anything herein to the contrary, agree that prior to the an issuance of an any Enforcement Notice by such Claimholder or the commencement of any an Insolvency or Liquidation Proceeding, any proceeds of CollateralCollateral obtained in accordance with the terms of the Revolving Loan Documents and the Notes Documents, whether or not deposited under account control agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Agents and the Secured PartiesClaimholders) be treated as proceeds Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In furtherance of addition, notwithstanding anything to the foregoing, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative contrary contained in this Agreement (other than with respect to the Note Priority Collateral identifiable cash proceeds or the commencement right to payment from a sale of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Notes Priority Collateral. In addition), unless and until the Payment in Full Discharge of ABL Revolving Obligations occurs, each Junior Representative in respect the Notes Collateral Agent, for itself and on behalf of the ABL Priority Collateral Notes Claimholders, each hereby consents to the applicationagrees that, prior to the earlier of receipt by the Senior Representative in respect Revolving Collateral AgentLender of the ABL Priority Collateral of an Enforcement a Notes Cash Proceeds Notice issued by any Junior Agent in respect of the ABL Priority Notes Collateral or Agent, the commencement of any Insolvency or Liquidation ProceedingRevolving Claimholders are permitted to treat all cash, of cash equivalents, money, collections and payments or other proceeds of Collateral, deposited under deposited, held in or otherwise credited to any deposit account, commodities account control agreements or securities account (other than any Notes Proceeds Account) or otherwise received by any Revolving Claimholder as Revolving Priority Collateral prior to receipt by the Revolving Collateral AgentLender of such Notes Cash Proceeds Notice, and no such amounts deposited, held in or otherwise credited to any such deposit account, commodities account or securities account or received by any Revolving Claimholder or applied to the repayment Revolving Obligations shall be subject to disgorgement or deemed to be held in trust for the benefit of ABL Obligations pursuant the Note Claimholders (and all claims of the Note Claimholders to the ABL Documentssuch amounts are hereby waived) .

Set-Off and Tracing of and Priorities in Proceeds. Each AgentThe Term Agents, on behalf of the applicable Secured PartiesTerm Claimholders, acknowledges acknowledge and agrees agree that, to the extent such any Term Agent or any Secured Party for which it is acting as Agent Term Claimholder exercises its rights of set-off against any Collateral pursuant to an Enforcement ActionABL Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.1. Each The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that, to the extent the ABL Agent or any ABL Claimholder exercises its rights of set-off against any Term Priority Collateral or any Grantors’ Deposit Accounts or Securities Accounts that contain identifiable Cash Proceeds of Term Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.1. The ABL Agent, for itself and on behalf of the ABL Claimholders, and each Term Agent, for itself and on behalf of the applicable Secured Parties, Term Claimholders further agrees that, notwithstanding anything herein to solely as between the contraryAgents and Claimholders, prior to an issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any Collateral purchased or acquired by a Grantor using Proceeds of Collateral shall be treated as Collateral, and not Proceeds of Collateral, for purposes of determining the relative priorities in such Collateral; provided that after the issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any all identifiable proceeds of Collateral, Term Priority Collateral shall be deemed Term Priority Collateral (whether or not deposited under account control agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Agents and the Secured Parties) be treated as proceeds of Collateral for purposes of determining the relative priorities Account Agreements in the Collateral which was so acquired. In furtherance favor of the foregoing, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative with respect to the Note Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority CollateralAgent). In addition, unless and until the Payment in Full Discharge of ABL Obligations occurs, each Junior Representative in respect subject to Section 4.2, the Term Agents, on behalf of itself and the ABL Priority Collateral applicable Term Claimholders, hereby consents consent to the application, prior to the earlier of receipt by the Senior Representative in respect of the ABL Priority Collateral Agent of an Enforcement Notice issued by any Junior Agent in respect Term Agent, and thereafter, except as it relates to identifiable cash proceeds of the ABL Term Priority Collateral or the commencement of any Insolvency or Liquidation ProceedingCollateral, of cash or other proceeds Proceeds of Collateral, deposited under account control agreements Account Agreements in favor of the ABL Agent to the repayment of ABL Obligations pursuant to the ABL Loan Documents.

Set-Off and Tracing of and Priorities in Proceeds. Each The Notes Collateral Agent, on behalf of the applicable Secured PartiesNotes Claimholders, acknowledges and agrees that, to the extent such the Notes Collateral Agent or any Secured Party for which it is acting as Agent Notes Claimholder exercises its rights of set-off against any Collateral pursuant to an Enforcement ActionRevolving Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.1. Each The Revolving Collateral Agent, on behalf of the Revolving Claimholders, acknowledges and agrees that, to the extent the Revolving Collateral Agent or any Revolving Claimholder exercises its rights of set-off against any Notes Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.1. The Revolving Collateral Agent, for itself and on behalf of the applicable Secured PartiesRevolving Claimholders, and the Notes Collateral Agent, for itself and on behalf of the Notes Claimholders, further agrees that, notwithstanding anything herein to the contrary, agree that prior to the an issuance of an any Enforcement Notice by such Claimholder or the commencement of any an Insolvency or Liquidation Proceeding, any proceeds of CollateralCollateral obtained in accordance with the terms of the Revolving Loan Documents and the Notes Documents, whether or not deposited under account control agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Agents and the Secured PartiesClaimholders) be treated as proceeds Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. In furtherance of the foregoingaddition, any proceeds of Note Priority Collateral received after the earlier of the issuance of an Enforcement Notice by any Senior Representative with respect notwithstanding anything to the Note Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited contrary contained in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateral. In additionthis Agreement, unless and until the Payment in Full Discharge of ABL Revolving Obligations occurs, each Junior Representative in respect the Notes Collateral Agent, for itself and on behalf of the ABL Priority Collateral Notes Claimholders, each hereby consents to the applicationagrees that, prior to the earlier of receipt by the Senior Representative in respect Revolving Collateral Agent of the ABL Priority Collateral of an Enforcement a Notes Cash Proceeds Notice issued by any Junior Agent in respect of the ABL Priority Notes Collateral or Agent, the commencement of any Insolvency or Liquidation ProceedingRevolving Claimholders are permitted to treat all cash, of cash equivalents, money, collections and payments or other proceeds of Collateral, deposited under deposited, held in or otherwise credited to any deposit account, commodities account control agreements or securities account (other than any Notes Proceeds Account) or otherwise received by any Revolving Claimholder as Revolving Priority Collateral prior to receipt by the Revolving Collateral Agent of such Notes Cash Proceeds Notice, and no such amounts deposited, held in or otherwise credited to any such deposit account, commodities account or securities account or received by any Revolving Claimholder or applied to the repayment Revolving Obligations shall be subject to disgorgement or deemed to be held in trust for the benefit of ABL Obligations pursuant the Note Claimholders (and all claims of the Note Claimholders to the ABL Documentssuch amounts are hereby waived) .

Set-Off and Tracing of and Priorities in Proceeds. Each (a) The Term Agent, on behalf of the applicable Secured PartiesTerm Claimholders represented by it, acknowledges and agrees that, to the extent such the Term Agent or any Secured Party for which it is acting as Agent other Term Claimholder exercises its rights of set-off against any Collateral pursuant to an Enforcement ActionABL Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 2.054.1(a). Each The ABL Agent, on behalf of the ABL Claimholders represented by it, acknowledges and agrees that, to the extent the ABL Agent or any other ABL Claimholder exercises its rights to set-off against any Term Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.1(b). (b) The ABL Agent, for itself and on behalf of each other ABL Claimholder represented by it, and the applicable Secured PartiesTerm Agent, further agrees thatfor itself and on behalf of each other Term Claimholder represented by it, notwithstanding anything herein to the contrary, agree that prior to the an issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds of Collateral, whether or not deposited under account control agreementsAccount Agreements, which are used by any Grantor to acquire other property which is constituting Collateral shall not (solely as between the Agents ABL Agent and the Secured PartiesTerm Agent and as between the ABL Claimholders and the Term Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities of the ABL Claimholders and the Term Claimholders in the Collateral which was so acquired. In furtherance . (c) The ABL Agent, on behalf of itself and the foregoingABL Claimholders represented by it, any proceeds and the Term Agent, on behalf of Note Priority Collateral received itself and the Term Claimholders represented by it, agrees that after the earlier of the an issuance of an Enforcement Notice by any Senior Representative with respect to the Note Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, whether or not deposited in any deposit accounts or securities accounts that constitute ABL Priority Collateral shall be treated as Note Priority Collateral. In addition, unless and until the Payment in Full of ABL Obligations occursNotice, each Junior Representative such Person shall cooperate in respect good faith to identify the proceeds of the ABL Priority Collateral hereby consents and the Term Priority Collateral, as the case may be (it being agreed that after an issuance of an Enforcement Notice, unless the ABL Agent has actual knowledge to the applicationcontrary, prior all funds deposited under Account Agreements (other than the Accounts Agreement to which the TL Proceeds and Priority Collateral Account is subject) and then applied to the earlier of receipt by the Senior Representative in respect of the ABL Obligations shall be presumed to be ABL Priority Collateral of an Enforcement Notice issued (a presumption that can be rebutted by the Term Agent)); provided, however, that neither any Junior Agent ABL Claimholder nor any Term Claimholder shall be liable or in respect any way responsible for any claims or damages from conversion of the ABL Priority Collateral or Term Priority Collateral, as the commencement case may be (it being understood and agreed that (A) the only obligation of any Insolvency or Liquidation ProceedingABL Claimholder is to pay over to the Term Agent, of cash or other in the same form as received, with any necessary endorsements, all proceeds that such ABL Claimholder received that have been identified as proceeds of Collateral, deposited under account control agreements the Term Priority Collateral and (B) the only obligation of any Term Claimholder is to the repayment of ABL Obligations pursuant pay over to the ABL DocumentsAgent, in the same form as received, with any necessary endorsements, all proceeds that such Term Claimholder received that have been identified as proceeds of the ABL Priority Collateral). Each of the ABL Agent and the Term Agent may request from the other agents an accounting of the identification of the proceeds of Collateral (and the ABL Agent and the Term Agent, as the case may be, upon which such request is made shall deliver such accounting reasonably promptly after such request is made).