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 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 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 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 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 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 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 The Senior Secured Notes Agent, on behalf of the applicable Senior Secured PartiesNotes Claimholders, acknowledges and agrees the Junior Secured Notes Agent, on behalf of the Junior Secured Notes Claimholders, acknowledge and agree that, to the extent such the Senior Secured Notes Agent, any Senior Secured Notes 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 Senior Secured PartiesNotes Agent, for itself and on behalf of the Senior Secured Notes Claimholders, and the Junior Secured Notes Agent, for itself and on behalf of the Junior Secured Notes Claimholders, each further agrees that, notwithstanding anything herein to the contrarysolely as between Agents and Claimholders, prior to the an issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds Collateral purchased or acquired by a Grantor using Proceeds of Collateral shall be treated as Collateral, and not 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 such 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, on behalf of itself and the Senior Secured Notes 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 Senior Secured Notes Agent, and thereafter, except as it relates to identifiable proceeds of the ABL Senior 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 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 Pari Term Loan Debt Agent, on behalf of the applicable Pari Term Loan Debt Secured Parties, acknowledges and agrees that, to the extent such any Pari Term Loan Debt Agent or any Pari Term Loan 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 First Lien 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 First Lien 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 the Pari Term Loan Debt Agents, for themselves and on behalf of the Pari Term Loan Debt Secured Parties, 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 Pari Term Loan Debt Agents and the Pari Term Loan 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 Pari Term Loan Debt Agents and the Pari Term Loan 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 ProceedingPari Term Loan 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 Pari Term Loan Debt Agent and a Term Loan Proceeds Notice with respect to such proceeds, any identifiable proceeds of Term Loan First Lien Collateral (whether or not deposited under Account Agreements with the ABL Agent) shall be treated as Term Loan First Lien Collateral. Notwithstanding anything to the contrary contained herein or in the definition of ABL First Lien Collateral or Term Loan First Lien Collateral, 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 First Lien Collateral and Term Loan First Lien Collateral, the portion of such proceeds that shall be allocated as proceeds of ABL First Lien Collateral for purposes of this Agreement shall be an amount equal to the net book value of such ABL First Lien 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 or in the definition of ABL First Lien Collateral or Term Loan First Lien Collateral, to the extent proceeds of Collateral are proceeds received from (or are otherwise attributable to the value of) the sale or disposition of all or substantially all of the Capital Stock of any Subsidiary that is a Grantor or all or substantially all of the assets of any such Subsidiary, such proceeds shall constitute (a) first, in an amount equal to (i) the face amount of the Accounts (excluding any rights to payment for any property which specifically constitutes Term Loan First Lien Collateral that has been or is to be sold, leased, licensed, assigned or otherwise disposed of), (ii) the amount of cash held in the deposit accounts of such Grantor immediately prior to the consummation of such sale constituting the proceeds of Accounts constituting ABL First Lien Collateral and (iii) the net book value of the Inventory owned by such Subsidiary at the time of such sale, ABL First Lien Collateral, and (b) second, to the extent in excess of the amounts described in preceding clause (a), Term Loan First Lien Collateral. In the event that amounts are received in respect of Collateral consisting of Capital Stock of or intercompany loans issued to any Grantor in an Insolvency or Liquidation Proceeding, such amounts shall be deemed to be Proceeds received from a sale or disposition of ABL First Lien Collateral and Term Loan First Lien Collateral and shall be allocated as proceeds of ABL First Lien Collateral and Term Loan First Lien Collateral in proportion to the ABL First Lien Collateral and Term Loan First Lien Collateral owned at such time by the issuer of such Capital Stock (with such proportion to be determined in the same manner as is set forth in the immediately preceding sentence as it relates to a sale or disposition of Capital Stock).

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 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 the Notes 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 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 the applicable Notes Agent in respect of the ABL Priority Collateral or the commencement of any Insolvency or Liquidation Proceeding, 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 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 The ABL Agent, for itself and on behalf of the applicable ABL Secured Parties, and the Pari Term Loan Debt Agents, for themselves and on behalf of the Pari Term Loan Debt Secured Parties, further agrees that, notwithstanding anything herein to the contrary, agree that prior to the an issuance of an any Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any proceeds of Collateral, whether or not deposited under account any control 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 Pari Term Loan Debt Agents and the Pari Term Loan 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 the Pari Term Loan Debt Agents and until the Payment in Full of ABL Obligations occurs, Pari Term Loan 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 ProceedingPari Term Loan Debt Agent, of cash or other proceeds of Collateral, deposited under account control agreements to with the repayment of ABL Obligations Collateral Agent pursuant to the ABL Debt Documents; provided that after the receipt by the ABL Agent of an Enforcement Notice from any Pari Term Loan Debt Agent, any identifiable proceeds of Pari Term Debt Priority Collateral (whether or not deposited under any control agreements with the ABL Agent) shall be treated as Pari Term Debt Priority Collateral.

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 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 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 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 2.054.1. 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 any 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 Senior Secured Notes Agent, on behalf of the applicable Senior Secured PartiesNotes 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 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, and the Senior Secured PartiesNotes Agent, for itself and on behalf of the Senior 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; 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 Senior Notes Priority Collateral, such Proceeds shall continue to constitute Senior Notes 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 CollateralSenior Secured Notes Indenture. 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 Senior Secured Notes Agent, on behalf of itself and the ABL Priority Collateral Senior Secured 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 Senior Secured Notes Agent, and thereafter, except as it relates to identifiable proceeds of the ABL Senior 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 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. 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 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 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 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 Pari Notes Debt Agent, on behalf of the applicable Pari Notes Debt Secured Parties, acknowledges and agrees that, to the extent such any Pari Notes Debt Agent or any Pari Notes 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 First Lien 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 First Lien 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 the Pari Notes Debt Agents, for themselves and on behalf of the Pari Notes Debt Secured Parties, 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 Pari Notes Debt Agents and the Pari Notes 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 Pari Notes Debt Agents and the Pari Notes 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 ProceedingPari Notes 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 Pari Notes Debt Agent, any identifiable proceeds of Notes First Lien Collateral (whether or not deposited under Account Agreements with the ABL Agent) shall be treated as Notes First Lien Collateral.