ABL Priority Collateral Proceeds: the Proceeds of the ABL Priority Collateral.

ABL Priority Collateral Proceeds: the Proceeds of the ABL Priority Collateral.

ABL Priority Collateral Proceeds: the Proceeds of the ABL Priority Collateral.

ABL Priority Collateral Proceeds: the Proceeds of the ABL Priority Collateral.

ABL Priority Collateral Proceeds: the Proceeds of the ABL Priority Collateral.

“ABL Priority Collateral” means, collectively, all “ABL Priority Collateral” as defined in the Intercreditor Agreement.

. The ABL Agent and the Term Loan Agent hereby agree that all ABL Priority Collateral and the proceeds thereof, including # whatever is recoverable or recovered when any ABL Priority Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily, including any additional or replacement ABL Priority Collateral provided during any Insolvency Proceeding and any payment or property received during an Insolvency Proceeding on account of, or from, ABL Priority Collateral, an interest in the ABL Priority Collateral or the value of any ABL Priority Collateral and # any distribution received in respect of any of the foregoing or in respect of any Lien on any ABL Priority Collateral or any “secured claim” within the meaning of section 506(a) of the Bankruptcy Code to the extent such claim is secured by ABL Priority Collateral, in each case, received by either of them from the Exercise of Any Secured Creditor Remedies, or in connection with any Insolvency Proceeding (including for this purpose, any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral by a Grantor with the consent of the ABL Agent

all Liens on ABL Priority Collateral securing any such ABL DIP Financing shall be senior to or on a parity with the Liens of the ABL Agent and the ABL Secured Parties securing the ABL Obligations on ABL Priority Collateral,

“First Priority Agent” shall mean, with respect to # any ABL Priority Collateral, the ABL Agent, and # any Term Loan Priority Collateral, the Term Loan Agent.

“First Priority Claims” shall mean, with respect to # any ABL Priority Collateral, the ABL Obligations, and # any Term Loan Priority Collateral, the Term Loan Obligations.