Common use of Separate Grants of Security and Separate Classification Clause in Contracts

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: the grants of Liens pursuant to the ABL Security Documents and the Note Security Documents constitute two separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Note Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders and the Note Claimholders in respect of the Collateral constitute claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and Note Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priority, with such other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Each Agent, for itself and on behalf of the Note Claimholdersits Related Secured Parties, acknowledges and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security Documents and the Note Security applicable Collateral Documents constitute two separate and distinct grants of Liens, ; and (b) because of, among other things, their differing rights in the ABL Collateral and the Non-ABL Collateral, the Note Term Loan Credit Obligations, Revolving Credit Obligations and the Permitted Notes Obligations are fundamentally different from the ABL Obligations one another and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation ProceedingProceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Obligations). To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of the ABL Claimholders Term Loan Credit Secured Parties, Revolving Credit Secured Parties and the Note Claimholders Permitted Notes Secured Parties or any of them in respect of the any ABL Collateral or Non-ABL Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then each of the ABL Claimholders parties hereto hereby acknowledges and the Note Claimholders hereby acknowledge agrees that, as set forth in Section 2.01 and agree that as contemplated by Section 4.01, all distributions shall be made as if there were separate classes of ABL Obligations and Note Obligations secured claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral (with the effect being that, to the extent that the aggregate value of the such ABL Priority Collateral or Notes Priority Non-ABL Collateral is sufficient (for this purpose ignoring all claims held by the other Junior Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders or the Note Claimholders, respectively, Controlling Secured Parties shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees and expenses (including any additional interest payable pursuant to the applicable Prior Credit Documents arising from or expenses related to a default) that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, are disallowed as a claim in any Insolvency or Liquidation Proceeding before any distribution in respect of ABL Collateral or Non-ABL Collateral, as the case may be, is made in respect of the claims held by the other Junior Secured Parties for whom such Collateral is non-priorityParties, with such other each Junior Agent, for itself and on behalf of its Related Secured Parties Parties, hereby acknowledging and agreeing to turn over to (i) FIRST the respective other Controlling Agent, for itself and on behalf of the Controlling Secured Parties and (ii) SECOND, following the Discharge of Obligations with respect to the Controlling Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Secured Parties, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentencesentence (with respect to the payment of post-petition interest, fees and expenses), even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Junior Secured Parties).

Separate Grants of Security and Separate Classification. The Notes Second Priority Agent, for itself and on behalf of the Note ClaimholdersSecond Priority Creditors, and the ABL Agent First Priority Agent, for itself and on behalf of the ABL ClaimholdersFirst Priority Creditors, acknowledge and intend agree that: (a) the grants of Liens pursuant to the ABL Security First Priority Collateral Documents and the Note Security Second Priority Collateral Documents constitute two separate and distinct grants of Liens, ; and (b) because of, among other things, their differing rights in the Collateral, the Note Second Priority Obligations and the First Priority Obligations are fundamentally different from the ABL Obligations each other and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders class of First Priority Creditors and the Note Claimholders class of Second Priority Creditors in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior senior, junior and junior subordinated secured claims), then each of the ABL Claimholders parties hereto hereby acknowledges and the Note Claimholders hereby acknowledge agrees that, subject to Sections 2.1, 4.1 and agree that 4.2, all distributions shall be made as if there were separate classes of ABL Obligations senior, junior and Note Obligations subordinated secured claims against the Grantors (in respect of the Collateral, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance Second Priority Creditors, with Section 2.1 and Section 2.2)respect to payment to the First Priority Creditors, (A) subject to the Maximum First Priority Indebtedness Amount, the ABL Claimholders or the Note Claimholders, respectively, First Priority Creditors shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees including any additional interest payable pursuant to the First Priority Credit Agreement, arising from or expenses that related to a default, which is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectivelydisallowed as a claim in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Second Priority Creditors with respect to the Collateral, and (B) after such payments to the First Priority Creditors, subject to the Maximum Second Priority Indebtedness Amount, the Second Priority Creditors shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other Secured Parties for whom such Collateral claims, all amounts owing in respect of post-petition interest, including any additional interest payable pursuant to the Second Priority Credit Agreement, arising from or related to a default, which is non-prioritydisallowed as a claim in any Insolvency or Liquidation Proceeding, with such other Secured Parties the Second Priority Agent, for itself and on behalf of the Second Priority Creditors, hereby acknowledging and agreeing to turn over to the respective other Secured Parties First Priority Agent, for itself and on behalf of the First Priority Creditors, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentencesentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Priority Creditors.

Separate Grants of Security and Separate Classification. The Notes Each First Lien Agent, on behalf of the Note their respective First Lien Claimholders, and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: the grants of Liens pursuant to the ABL Security Documents and the Note First Lien Security Documents constitute two or more separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Note First Lien Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders and the Note First Lien Claimholders in respect of the Collateral constitute claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note First Lien Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and Note First Lien Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 2.01 and Section 2.22.02), the ABL Claimholders or the Note First Lien Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note First Lien Claimholders, respectively, before any distribution is made from the applicable pool of priority Collateral in respect of the claims held by the other Secured Parties for whom such Collateral is non-priority, with such other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them from the applicable pool of priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes CF Collateral Agent, on behalf of the Note Claimholderseach CF Secured Party, each ABL Secured Party and the ABL Collateral Agent on behalf of the ABL Claimholders, each acknowledge and intend that: agree that (i) the grants of Liens pursuant to the ABL Security Documents on the one hand and the Note CF Security Documents on the other hand constitute two separate and distinct grants of Liens, Liens and the CF Secured Parties’ claims against the Company and/or any Grantor in respect of Intercreditor Collateral constitute junior claims separate and apart (and of a different class) from the senior claims of the ABL Secured Parties against the Company and the Grantors in respect of Intercreditor Collateral and (ii) because of, among other things, their differing rights in the Intercreditor Collateral, the Note CF Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders any CF Secured Parties in respect of the Intercreditor Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders CF Secured Parties hereby acknowledge and agree that all distributions in respect of or from the Proceeds of Intercreditor Collateral shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations CF Obligation claims against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Intercreditor Collateral is sufficient (for this purpose ignoring all claims held by the other CF Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders or the Note Claimholders, respectively, Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of interest at the ABL Claimholders and the Note Claimholders, respectivelyrelevant contract rate, before any distribution is made in respect of the claims held by the other CF Secured Parties for whom from such Collateral is non-priorityIntercreditor Collateral, with such other the CF Secured Parties hereby acknowledging and agreeing to turn over to the respective other ABL Secured Parties amounts otherwise received or receivable by them in respect of or from the Proceeds of Intercreditor Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes AgentBorrowers and all other Grantors, on behalf of the Note Claimholders, Administrative Agent and the ABL Agent on behalf of the ABL Claimholders, Secured Parties agree and acknowledge and intend that: that (i) the grants of Liens to the Revolving Secured Parties on the one hand, and the Non-Revolving Secured Parties on the other hand, pursuant to the ABL Security Documents and the Note Security Documents this Agreement constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing respective rights in the CollateralPledged Collateral or all other collateral, the Note Non-Revolving Obligations are fundamentally different from the ABL Revolving Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an any Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Revolving Secured Parties and the Note Claimholders Non-Revolving Secured Parties in respect of the Pledged Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and Note Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Revolving Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Pledged Collateral in respect of principal, pre-petition interest interest, and other claims, all amounts owing in respect of post-petition interest, fees fees, costs, expenses, premiums, and other charges, irrespective of whether a claim for such amounts is allowed or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectivelyallowable in such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any Pledged Collateral is made in respect of the claims held by the other Non-Revolving Secured Parties for whom such Collateral is non-priorityParties), with such other the Non- Revolving Secured Parties Parties’ hereby acknowledging and agreeing to turn over hold in trust and promptly transfer to the respective other Revolving Secured Parties amounts otherwise received or receivable by them from, on account of or relating to the Pledged Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover transfer has the effect of reducing the aggregate recoveriesclaim or recovery of the Non-Revolving Secured Parties. Each Non- Revolving Secured Party (whether in the capacity of a secured creditor or an unsecured creditor) shall not propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization that is inconsistent with the priorities or other provisions of this Agreement, other than with the prior written consent of the Administrative Agent or to the extent any such plan is proposed or supported by the number of Revolving Secured Parties required under Section 1126(d) of the Bankruptcy Code. This Agreement, which the parties hereto acknowledge shall constitute a “subordination agreement” for the purposes of Section 510(a) of the Bankruptcy Code, shall be applicable prior to and after the commencement of any proceeding under any Debtor Relief Law.

Separate Grants of Security and Separate Classification. The Notes Each ABL Lender, the ABL Agent, on behalf of the Note Claimholders, each Cash Flow Collateral Secured Party and the ABL each Cash Flow Collateral Agent on behalf of the ABL Claimholders, acknowledge acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents, the Term Collateral Documents, the First Lien Note Collateral Documents, the Second Lien Note Collateral Documents and the Note Security Additional Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Cash Flow Collateral Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties, on the one hand, and the Note Claimholders Cash Flow Collateral Secured Parties, on the other hand, in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders any Cash Flow Collateral Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Cash Flow Collateral Obligation claims against the Grantors Credit Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes the Cash Flow Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties or the Note ClaimholdersCash Flow Collateral Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses interest that is available from each pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties, on the one hand, and the Note ClaimholdersCash Flow Collateral Secured Parties, respectivelyon the other hand, before any distribution is made from the applicable pool of Priority Collateral in respect of the claims held by the other Secured Parties for whom such Collateral is non-priorityParties), with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them from the applicable pool of Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and any other Party, on behalf of itself and the Secured Parties represented thereby, with respect to the Additional Obligations owing to any of such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Secured Party acknowledges and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security Working Capital Facility Documents and the Note Security Interim Notes Documents and the Pari Passu Indebtedness Documents and the Existing Notes Documents constitute two four separate and distinct grants of Liens, Liens and (b) because of, among other things, of their differing rights in the Collateral, the Note Obligations secured claims in respect of the Working Capital Facility Indebtedness, the Interim Notes Indebtedness, the Pari Passu Indebtedness and the Existing Notes Indebtedness are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency Proceeding, and none of them shall seek in any Insolvency Proceeding to have the Working Capital Facility Indebtedness, on one hand, the Interim Notes Indebtedness, on another hand, the Pari Passu Indebtedness, on another hand, or Liquidation Proceeding. To further effectuate the intent Existing Notes Indebtedness, on another hand, on any of them, be treated as part of the parties same class of creditors or shall oppose any pleading or motion to have the Working Capital Facility Indebtedness, on one hand, the Interim Notes Indebtedness, on another hand, the Pari Passu Indebtedness, on another hand, or the Existing Notes Indebtedness, on another hand, and each of them, to be treated as provided in separate classes of creditors. Notwithstanding the immediately preceding sentenceforegoing, if it is held that the secured claims of the ABL Claimholders and Working Capital Facility Indebtedness, the Note Claimholders Interim Notes Indebtedness, the Pari Passu Indebtedness and/or the Existing Notes Indebtedness in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claimsclaims as provided herein), then the ABL Claimholders and the Note Claimholders Secured Parties hereby acknowledge and agree that all distributions on Collateral securing the applicable components of such secured claom shall be made as if there were separate classes of ABL Obligations and Note Obligations secured claims against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by Company and the other Secured Parties for whom Obligors in respect of such Collateral is non-priority Collateral, all in accordance with the priority set forth in Section 2.1 and Section 2.2), the ABL Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priority, with such other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries4.1 hereof.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Term Secured Party and the each ABL Agent on behalf of the ABL Claimholders, acknowledge Secured Party acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents and the Note Security Term Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Term Obligation claims against the Grantors (Credit Parties, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Term Priority Collateral Collateral, as applicable, is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties or the Note ClaimholdersTerm Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses interest that is available from each pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties and the Note ClaimholdersTerm Secured Parties, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom from such Collateral is non-priorityCollateral, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Each of the First Lien Administrative Agent, on behalf of the Note Claimholders, First Lien Secured Parties and the ABL Second Lien Administrative Agent on behalf of the ABL ClaimholdersSecond Lien Secured Parties, acknowledge acknowledges and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security First Lien Loan Documents and the Note Security Second Lien Loan Documents constitute two separate and distinct grants of Liens, Liens and (b) because of, among other things, their differing rights in the Collateral, the Note Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of against the ABL Claimholders First Lien Lenders and the Note Claimholders Second Lien Lenders in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of first lien and second lien senior and junior secured claims), then the ABL Claimholders and the Note Claimholders Second Lien Lenders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations first lien and Note Obligations second lien senior secured claims against the Company and/or other Grantors (in respect of the Collateral with the effect being that, that (i) to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Second Lien Lenders), the ABL Claimholders or the Note Claimholders, respectively, First Lien Lenders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, interest before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priority, with such other Secured Parties Second Lien Lenders and (ii) the Second Lien Lenders hereby acknowledging acknowledge and agreeing agree to turn over to the respective other Secured Parties First Lien Lenders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Lien Lenders.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Term Secured Party and the each ABL Agent on behalf of the ABL Claimholders, acknowledge Secured Party acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents and the Note Security Term Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization (or other plan or proposal of similar effect under any Debtor Relief Laws) proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Term Obligation claims against the Grantors (Credit Parties, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Term Priority Collateral Collateral, as applicable, is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties or the Note ClaimholdersTerm Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or and expenses that is available from each pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties and the Note ClaimholdersTerm Secured Parties, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom from such Collateral is non-priorityCollateral, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Second Lien Secured Party and the each ABL Agent on behalf of the ABL Claimholders, acknowledge Secured Party acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Documents and the Note Second Lien Security Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Second Lien Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Second Lien Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders Second Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Second Lien Obligation claims against the Grantors (Loan Parties, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Second Lien Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties or the Note ClaimholdersSecond Lien Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses interest that is available from each pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties and the Note ClaimholdersSecond Lien Secured Parties, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom from such Collateral is non-priorityPriority Collateral, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf Each of the Note Claimholders, Grantors and the ABL Agent on behalf each of the ABL Claimholders, acknowledge Claimholders acknowledges and intend that: agrees with respect to each class of Priority Collateral that (i) the grants of Liens pursuant to the ABL Security Collateral Documents and the Note Security Term Loan Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note ABL Obligations and the Term Loan Obligations are fundamentally different from the ABL Obligations one another and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders and the Note Term Loan Claimholders in respect of the Collateral any Priority Collateral, constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Priority Claimholders and the Note Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and Note Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, their Priority Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees fees, costs and other charges, irrespective of whether a claim for such amounts is allowed or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectivelyallowable in such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any such Priority Collateral is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priorityClaimholders, with such the other Secured Parties Claimholders hereby acknowledging and agreeing to turn over to the respective other Secured Parties Priority Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the other Claimholders.

Separate Grants of Security and Separate Classification. The Notes Each Term Lender, the Term Agent, on behalf of the Note Claimholders, each ABL Lender and the ABL Agent on behalf of the ABL Claimholders, acknowledge acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Documents and the Note Term Security Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Term Obligation claims against the Grantors Credit Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Term Priority Collateral is sufficient (for this purpose ignoring all other claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties or the Note ClaimholdersTerm Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses interest that is available from each pool of priority Priority Collateral for the satisfaction of each of the applicable ABL Claimholders Obligation claims and the Note Claimholdersapplicable Term Obligation claims, respectively, before any distribution is made in respect of the other claims held by the other Secured Parties for whom such Collateral is non-priorityParties, with such other the Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries).

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf Each of the Note Claimholders, Company and the ABL other Pledgors; the First Lien Agent on behalf of and all other First Lien Secured Parties; and the ABL Claimholders, acknowledge Second Lien Agent and intend that: all other Second Lien Secured Parties acknowledges and agrees that (i) the grants of Liens pursuant to the ABL Security First Lien Collateral Documents and the Note Security Second Lien Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Note Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. In addition, the parties hereto agree that regardless of whether any Post-Petition Claim is allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement is expressly intended to include and does include the “rule of explicitness” in that this Agreement expressly entitles the First Lien Agent and each other First Lien Secured Party, and is intended to provide the First Lien Agent and such other First Lien Secured Party, with the right to receive, in respect of their First Lien Obligations, payment from the Common Collateral of all Post-Petition Claims through distributions made therefrom pursuant to the provisions of this Agreement even though any such Post-Petition Claims are not allowed or allowable against the bankruptcy estate of the Company or any other Pledgor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code or any other Bankruptcy Law. To further effectuate the intent of the parties as provided in the immediately preceding sentencesentences, if it is held that the claims of the ABL Claimholders First Lien Secured Parties and the Note Claimholders Second Lien Secured Parties in respect of the Common Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and Note Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other First Lien Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Common Collateral in respect of principal, pre-petition prepetition interest and other claims, all amounts owing in respect of postPost-petition interestPetition Claims, fees irrespective of whether such claim for such amount is allowed or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectivelyallowable in such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any Common Collateral is made in respect of the claims held by the other Second Lien Secured Parties for whom such Collateral is non-priorityParties, with such other the Second Lien Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties First Lien Agent amounts otherwise received or receivable by them from the Common Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Lien Secured Parties.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of Each Subordinated Holder (by entering into the Note Claimholders, Subordinated Debenture Purchase Agreement and/or the Indenture and purchasing the ABL Agent on behalf of the ABL Claimholders, acknowledge Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) acknowledges and intend that: agrees that (a) the grants of Liens pursuant to the ABL Senior Security Documents and the Note Subordinated Security Documents constitute two separate and distinct grants of Liens, Liens and (b) because of, among other things, their differing rights in the Common Collateral, the Note Obligations are Subordinated Indebtedness is fundamentally different from the ABL Obligations Senior Indebtedness and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of against the ABL Claimholders Senior First Priority Secured Parties and the Note Claimholders Subordinated Holders in respect of the Common Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Subordinated Holders (by entering into the Subordinated Debenture Purchase Agreement and/or the Indenture and purchasing the Note Claimholders Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) hereby acknowledge and agree (i) that all distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the Grantors (Loan Parties in respect of the Common Collateral with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Common Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Subordinated Holders), the ABL Claimholders or the Note Claimholders, respectively, Senior First Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, Petition Interest before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-prioritySubordinated Holders, with such other Secured Parties hereby acknowledging and agreeing (ii) to turn over to the respective other Senior First Priority Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Subordinated Holders.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Term Secured Party and the each ABL Agent on behalf of the ABL Claimholders, acknowledge Secured Party acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents and the Note Security Term Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Term Obligation claims against the Grantors (Credit Parties, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Term Priority Collateral Collateral, as applicable, is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties or the Note ClaimholdersTerm Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or and expenses that is available from each pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties and the Note ClaimholdersTerm Secured Parties, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom from such Collateral is non-priorityCollateral, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Second Lien Creditor acknowledges and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security First Lien Documents and the Note Security Second Lien Documents constitute two separate and distinct grants of Liens, Liens and (b) because of, among other things, of their differing rights in the Collateral, the Note Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent The Second Lien Creditors shall not seek in any Insolvency Proceeding to be treated as part of the parties same class of creditors as provided in the immediately preceding sentenceFirst Lien Creditors and shall not oppose any pleading or motion by the First Lien Creditors for the First Lien Creditors and the Second Lien Creditors to be treated as separate classes of creditors. Notwithstanding the foregoing, if it is held that the claims of the ABL Claimholders First Lien Obligations and the Note Claimholders in respect of the Collateral Second Lien Obligation constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Claimholders Second Lien Creditors hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the Grantors (Obligors in respect of the Collateral, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by exceeds the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 amount of the First Lien Obligations incurred and Section 2.2)accrued before the commencement of any Insolvency Proceeding, the ABL Claimholders or the Note Claimholders, respectively, First Lien Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each and fees, costs and charges incurred subsequent to the commencement of the ABL Claimholders and the Note Claimholders, respectively, applicable Insolvency Proceeding before any distribution is made in respect of any of the claims held by the other Secured Parties for whom such Collateral is non-priority, with such other Secured Parties Second Lien Creditors. The Second Lien Creditors hereby acknowledging and agreeing agree to turn over to the respective other Secured Parties First Lien Creditors amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Lien Creditors.

Separate Grants of Security and Separate Classification. The Notes Term Loan Collateral Agent, on behalf of the Note Claimholderseach Term Loan Secured Party, each ABL Secured Party and the ABL Collateral Agent on behalf of the ABL Claimholders, each acknowledge and intend that: agree that (i) the grants of Liens pursuant to the ABL Security Documents on the one hand and the Note Term Loan Security Documents on the other hand constitute two separate and distinct grants of Liens, Liens and the Term Loan Secured Parties’ claims against the Company and/or any Grantor in respect of Common Collateral constitute junior secured claims separate and apart (and of a different class) from the senior secured claims of the ABL Secured Parties against the Company and the Grantors in respect of Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the Note Term Loan Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders any Term Loan Secured Parties in respect of the Common Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders Term Loan Secured Parties hereby acknowledge and agree that all distributions from the Common Collateral shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Term Loan Obligation claims against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Common Collateral is sufficient (for this purpose ignoring all claims held by the other Term Loan Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders or the Note Claimholders, respectively, Secured Parties shall be entitled to receive, in addition to amounts distributed dis- tributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of interest at the ABL Claimholders and the Note Claimholders, respectivelyrelevant contract rate, before any distribution is made in respect of the claims held by the other Term Loan Secured Parties for whom from such Collateral is non-priorityCommon Collateral, with such other the Term Loan Secured Parties hereby acknowledging and agreeing to turn over to the respective other ABL Secured Parties amounts otherwise received or receivable by them from the Common Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries. Nothing contained in this Agreement shall in any way compel the Term Loan Collateral Agent or Term Loan Secured Party to turn over any distribution they may receive from the Non-Common Collateral.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Term Credit Party and the each ABL Agent on behalf of the ABL Claimholders, acknowledge Credit Party acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents and the Note Security Term Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Credit Parties and the Note Claimholders Term Credit Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Credit Parties and the Note Claimholders Term Credit Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Term Obligation claims against the Grantors (Loan Parties, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Credit Parties), the ABL Claimholders Credit Parties or the Note ClaimholdersTerm Credit Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses interest that is available from each pool of priority Priority Collateral for each of the ABL Claimholders Credit Parties and the Note ClaimholdersTerm Credit Parties, respectively, before any distribution is made in respect of the claims held by the other Secured Credit Parties for whom from such Collateral is non-priorityPriority Collateral, with such other Secured Credit Parties hereby acknowledging and agreeing to turn over to the respective other Secured ABL Credit Parties and the Term Credit Parties, as the case may be, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Each Term Lender, the Term Agent, on behalf of the Note Claimholders, each ABL Lender and the ABL Agent on behalf of the ABL Claimholders, acknowledge acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents and the Note Security Term Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Term Obligation claims against the Grantors (Loan Parties, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties or the Note ClaimholdersTerm Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses interest that is available from each pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties and the Note ClaimholdersTerm Secured Parties, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom from such Collateral is non-priorityPriority Collateral, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Term Secured Party and the each ABL Agent on behalf of the ABL Claimholders, acknowledge Secured Party acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents and the Note Security Term Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Term Obligation claims against the Grantors (Loan Parties, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Term Priority Collateral Collateral, as applicable, is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties or the Note ClaimholdersTerm Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses interest that is available from each pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties and the Note ClaimholdersTerm Secured Parties, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom from such Collateral is non-priorityCollateral, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Secured Party acknowledges and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Documents and the Note Security Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Obligations are fundamentally different from the ABL Obligations and must should be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Secured Parties in respect of the Collateral constitute claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Obligation claims against the Grantors Loan Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Note Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties or the Note ClaimholdersSecured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest, fees or expenses Petition Interest that is are available from each pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties and the Note ClaimholdersSecured Parties, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priorityParties, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes ABL Collateral Agent, for itself and on behalf of the Note other ABL Claimholders, and the ABL Agent Term Collateral Agent, for itself and on behalf of the ABL other Term Claimholders, acknowledge acknowledges and intend that: agrees that (a) the respective grants of Liens pursuant to the ABL Security Collateral Documents and the Note Security Term Collateral Documents constitute two separate and distinct grants of Liens, Liens and (b) because of, among other things, their differing rights in the Collateral, (i) the Note Term Obligations are fundamentally different from the ABL Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders and the Note Term Claimholders in respect of the Collateral constitute claims in of the same class (rather than at least two separate classes of senior and junior secured claimsclaims with the relative Lien priorities described in Section 2.1), then the ABL Claimholders Collateral Agent, for itself and on behalf of the other ABL Claimholders, and the Note Claimholders Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if there such claims were of two separate classes of ABL Obligations junior and Note Obligations against the Grantors senior claims (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Term Claimholders thereon), the ABL Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest, fees or expenses Petition Interest that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectivelyPriority Collateral, before any distribution is made in respect of the claims held by Term Obligations with respect to the ABL Priority Collateral, with the Term Collateral Agent, for itself and on behalf of the other Secured Parties for whom such Collateral is non-priorityTerm Claimholders, with such other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries on the ABL Obligations).

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Term Facility Secured Party and the ABL Agent on behalf of the ABL Claimholders, acknowledge each Revolving Facility Secured Party acknowledges and intend that: agrees that (a) the grants of Liens pursuant to the ABL Revolving Facility Security Documents and the Note Term Facility Security Documents constitute two separate and distinct grants of Liens, Liens and (b) because of, among other things, their differing rights in the Common Collateral, the Note Term Facility Obligations are fundamentally different from the ABL Revolving Facility Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Revolving Facility Secured Parties and the Note Claimholders Term Facility Secured Parties in respect of the Common Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Term Facility Secured Parties and the Note Claimholders Revolving Facility Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the Grantors (Loan Parties in respect of the Common Collateral with the effect being that, that (i) to the extent that the aggregate value of the ABL Priority Collateral or Notes Revolving Facility Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Term Facility Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders or the Note Claimholders, respectively, Revolving Facility Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest, fees or expenses Petition Interest that is available from each pool of priority the Revolving Facility Priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, before any distribution is made in respect of the claims held by the other Term Facility Secured Parties for whom such and (ii) to the extent that the aggregate value of the Term Facility Priority Collateral is nonsufficient (for this purpose ignoring all claims held by the Revolving Facility Secured Parties), the Term Facility Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-prioritypetition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Facility Priority Collateral before any distribution is made in respect of the claims held by the Revolving Facility Secured Parties, with such other the Term Facility Secured Parties and the Revolving Facility Secured Parties hereby acknowledging and agreeing to turn over to the respective other Revolving Facility Secured Parties and the Term Facility Secured Parties, respectively, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of such Secured Parties.

Separate Grants of Security and Separate Classification. The Notes Each Term Loan Secured Party, the Term Loan Agent, each Additional Term Secured Party and each Additional Term Agent on behalf of the Note Claimholdersone hand and each ABL Secured Party, the ABL Agent, each Additional ABL Secured Party and the each Additional ABL Agent on behalf of the ABL Claimholders, acknowledge other hand acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents, the Term Loan Collateral Documents, the Additional Term Collateral Documents and the Note Security Additional ABL Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Term Loan Obligations and Additional Term Obligations are fundamentally different from the ABL Obligations and the Additional ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Additional ABL Secured Parties, on the one hand, and the Term Loan Secured Parties and the Additional Term Secured Parties, on the other hand, in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties, the Term Loan Secured Parties, any Additional Term Secured Parties and the Note Claimholders any Additional ABL Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims, Additional ABL Obligation claims, Term Loan Obligation claims and Note Obligations Additional Term Obligation claims against the Grantors Credit Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes the Term Loan Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties and the Additional ABL Secured Parties or the Note ClaimholdersTerm Loan Secured Parties and the Additional Term Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses interest that is available from each pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties and Additional ABL Secured Parties, on the one hand, and the Note ClaimholdersTerm Loan Secured Parties and the Additional Term Secured Parties, respectivelyon the other hand, before any distribution is made from the applicable pool of Priority Collateral in respect of the claims held by the other Secured Parties for whom such Collateral is non-priorityParties, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them from the applicable pool of Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, and any other Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, with respect to the Additional Obligations owing to any of such Additional Agent and Additional Secured Parties.

Separate Grants of Security and Separate Classification. The Notes ABL Agent, on behalf of the Note ABL Claimholders, and the ABL Term Agent on behalf of the ABL Term Claimholders and the Junior Secured Notes Agent on behalf of the Junior Secured Claimholders, acknowledge and intend that: the respective grants of Liens pursuant to the ABL Security Documents, the Term Documents and the Note Junior Secured Notes Security Documents constitute two three separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, Collateral (i) the Note Term Obligations are fundamentally different from the ABL Obligations and the Junior Secured Notes Obligations, (ii) the ABL Obligations are fundamentally different from the Term Obligations and the Junior Secured Notes Obligations and (iii) the Junior Secured Notes Obligations are fundamentally different from the ABL Obligations and the Term Obligations and, in each case, must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of (i) the ABL Claimholders and the Note Term Claimholders and/or the Junior Secured Notes Claimholders, (ii) the Term Claimholders and the ABL Claimholders and/or the Junior Secured Notes Claimholders or (iii) the Junior Secured Notes Claimholders and the ABL Claimholders and/or the Term Claimholders, in each case, in respect of the Collateral constitute claims in the same class (rather than at least three separate classes of senior and junior secured claimsclaims with the priorities described in Section 2.1), then the ABL Claimholders, the Term Claimholders and the Note Junior Secured Notes Claimholders hereby acknowledge and agree that all distributions shall be made as if there were three separate classes of ABL Obligations, Term Obligations and Note Junior Secured Notes Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority their Prior Lien Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Subordinated Lien Claimholders thereon), the ABL Prior Lien Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectivelytheir Prior Lien Collateral, before any distribution is made in respect of the claims held by the other Secured Parties for whom Subordinated Lien Obligations with respect to such Collateral is non-priorityPrior Lien Collateral, with such other Secured Parties hereby each Subordinated Lien Claimholder acknowledging and agreeing to turn over to the respective other Secured Parties Prior Lien Agent with respect to such Prior Lien Collateral amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries of the Subordinated Lien Obligations.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Term Secured Party and the each ABL Agent on behalf of the ABL Claimholders, acknowledge Secured Party acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents and the Note Security Term Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties hereby acknowledge and agree that all distributions from the Collateral shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Term Obligation claims against the Grantors (Loan Parties, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties or the Note ClaimholdersTerm Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or and expenses that is available from each pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties and the Note ClaimholdersTerm Secured Parties, respectively, (whether or not allowed or allowable in any such Insolvency Proceeding) before any distribution is made in respect of the claims held by the other Secured Parties for whom from such Collateral is non-priorityPriority Collateral, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them from such Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries of the Secured Parties turning over such amounts.

Separate Grants of Security and Separate Classification. The Notes First Lien Collateral Agent, for itself and on behalf the First Lien Claimholders, and the Collateral Trustee, for itself and on behalf of the Note ClaimholdersSecond Lien Claimholder, acknowledges and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security First Lien Collateral Documents and the Note Security Second Lien Collateral Documents constitute two separate and distinct grants of Liens, and (b) because of, among other things, their differing rights in the Collateral, the Note Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any Plan plan of Reorganization reorganization or liquidation under the Bankruptcy Code (or other plan of similar effect under any Bankruptcy Law) proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Note Second Lien Claimholders in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders First Lien Collateral Agent, on behalf of the First Lien Claimholders, and the Note Claimholders Collateral Trustee, on behalf of the Second Lien Claimholders, each hereby acknowledge acknowledges and agree agrees that all distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the Grantors (Company and the other Grantors, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Trustee on behalf of the Second Lien Claimholders), the ABL First Lien Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses interest that is available from each pool of priority the Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom Second Lien Claimholders from such Collateral is non-priorityCollateral, with such other Secured Parties the Collateral Trustee, on behalf of the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the respective other Secured Parties First Lien Collateral Agent, for the benefit of the First Lien Claimholders, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries of the Second Lien Claimholders.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Term Secured Party and the each ABL Agent on behalf of the ABL Claimholders, acknowledge Secured Party acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents and the Note Security Term Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization proposed or confirmed reorganization (or approvedother plan of similar effect under any Debtor Relief Laws) proposed, confirmed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties hereby acknowledge and agree that all distributions from the Collateral shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Term Obligation claims against the Grantors (Loan Parties, with the effect being that, to the extent that the aggregate value (as applicable) of the ABL Priority Collateral or Notes Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties or the Note ClaimholdersTerm Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or and expenses that is available from each the applicable pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties and the Note ClaimholdersTerm Secured Parties, respectively, (whether or not allowed or allowable in any such Insolvency Proceeding) before any distribution is made from such pool of Priority Collateral in respect of the claims held by the other Secured Parties for whom from such Collateral is non-priorityPriority Collateral, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them from such pool of Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries of such Secured Parties.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf Each of the Note ClaimholdersGrantors, the First Lien Claimholders and the ABL Agent on behalf of the ABL Claimholders, acknowledge Second Lien Claimholders acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security First Lien Collateral Documents and the Note Security Second Lien Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Note Second Lien Claimholders in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL First Lien Claimholders and the Note Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and Note Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees fees, costs and other charges, irrespective of whether a claim for such amounts is allowed or expenses that is available from each pool of priority Collateral for each allowable in such Insolvency or Liquidation Proceeding, until the occurrence of the ABL Claimholders and the Note Claimholders, respectivelyDischarge of First Lien Obligations, before any distribution from, or in respect of, any Collateral is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-prioritySecond Lien Claimholders), with such other Secured Parties the Second Lien Claimholders hereby acknowledging and agreeing to turn over to the respective other Secured Parties First Lien Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Lien Claimholders.

Separate Grants of Security and Separate Classification. The Notes AgentEach Cash Flow Secured Party, on behalf of the Note Claimholders, each ABL Secured Party and the ABL Agent on behalf of the ABL Claimholders, acknowledge each Junior Secured Party acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Documents, the Cash Flow Security Documents and the Note Security Junior Debt Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Cash Flow Obligations are fundamentally different from the ABL Obligations and the Junior Obligations, the ABL Obligations are fundamentally different from the Cash Flow Obligations and the Junior Obligations, and the Junior Obligations are fundamentally different from the ABL Obligations and the Cash Flow Obligations, and, in each case, must be separately classified in any Plan plan of Reorganization reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, (x) if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Cash Flow Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders Cash Flow Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Cash Flow Obligation claims against the Grantors (Credit Parties, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Cash Flow Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties or the Note ClaimholdersCash Flow Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses interest that is available from each pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties and the Note ClaimholdersCash Flow Secured Parties, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom from such Collateral is non-priorityPriority Collateral, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries and (y) if it is held that the claims of any of the Senior Secured Parties and any Junior Secured Parties in respect of the Junior Shared Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Junior Agent that becomes a party to this Agreement, for itself and on behalf of each Junior Secured Party represented thereby, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of Senior Obligation claims and Junior Obligation claims against the Credit Parties in respect of the Junior Shared Collateral, with the effect being that, to the extent that the aggregate value of the Junior Shared Collateral is sufficient (for this purpose ignoring all claims held by any Junior Secured Parties), the applicable Senior Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest that is available from each pool of Priority Collateral for each of the Senior Secured Parties and any other Senior Collateral (regardless of whether any claim for such amounts is allowed or allowable in such Insolvency Proceeding) before any distribution is made in respect of the claims held by the Junior Secured Parties from Junior Shared Collateral, with each Junior Agent that becomes a party to this Agreement, for itself and on behalf of each Junior Secured Party represented thereby, hereby acknowledging and agreeing to turn over to the applicable Senior Agent amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of such Junior Secured Parties.

Separate Grants of Security and Separate Classification. The Notes Term Collateral Agent, on behalf of the Note ClaimholdersTerm Loan Secured Parties, and the ABL Collateral Agent on behalf of the ABL ClaimholdersSecured Parties, acknowledge and intend that: the grants of Liens pursuant to the ABL Security Documents and the Note Term Security Documents constitute two separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Note Term Loan Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Term Loan Secured Parties in respect of the Collateral constitute claims in the same class (rather than separate classes of senior and junior secured claimsclaims subject to the relative priorities set forth in this Agreement), then the ABL Claimholders Secured Parties and the Note Claimholders Term Loan Secured Parties hereby acknowledge and agree that all distributions in respect or from the Proceeds of ABL Priority Collateral or the Proceeds of Term Priority Collateral, as the case may be, shall be made as if there were separate classes of ABL Obligations and Note Term Loan Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes the Term Priority Collateral Collateral, as applicable, is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such pool of Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders Secured Parties or the Note ClaimholdersTerm Loan Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each the applicable priority pool of priority Collateral for each of such Secured Party (regardless of whether any such claims may or may not be allowed or allowable in whole or in part as against the Grantor in the respective Insolvency or Liquidation Proceeding pursuant to Section 506(b) of the ABL Claimholders and the Note Claimholders, respectivelyBankruptcy Code or otherwise), before any distribution is made from such pool of priority Collateral in respect of the claims held by the other Secured Parties for whom such pool of Collateral is non-priority, with such other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties Creditors amounts otherwise received or receivable by them from such pool of priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries received thereby.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Secured Party acknowledges and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: agrees that (i) the grants of Liens pursuant to the ABL Senior Security Documents and the Note Subordinated Security Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Senior Collateral and the TDI Collateral, respectively, the Note Senior Obligations and the Subordinated Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Senior Creditors and the Note Claimholders Subordinated Creditors in respect of the Senior Collateral and the TDI Collateral, respectively, constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Claimholders Subordinated Creditors hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the Grantors Loan Parties in respect of the TDI Collateral (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority TDI Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Subordinated Creditors), the ABL Claimholders or the Note Claimholders, respectively, Senior Creditors shall be entitled to receivereceive from the TDI Collateral, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest, fees or expenses that is available from each pool of priority Petition Interest up to the Senior TDI Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, Limit before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-prioritySubordinated Creditors, with such other Secured Parties the Subordinated Creditors hereby acknowledging and agreeing to turn over to the respective other Secured Parties Senior Creditors amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Subordinated Creditors).

Separate Grants of Security and Separate Classification. The Notes ABL Agent, on behalf of the Note Claimholderseach ABL Claimholder, and the ABL Agent Collateral Trustee, on behalf of the ABL Claimholderseach Priority Lien Representative and Priority Lien Claimholder, acknowledge acknowledges and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security Loan Documents and the Note Security Priority Lien Documents constitute two separate and distinct grants of Liens, Liens and (b) because of, among other things, their differing rights in the Collateral, the Note Priority Lien Obligations and the ABL Obligations are fundamentally different from the ABL Obligations each other and must be separately classified in any Plan plan of Reorganization reorganization or liquidation under the Bankruptcy Code (or other plan of similar effect under any Bankruptcy Law) proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders and the Note Priority Lien Claimholders in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims, as applicable), then the ABL Claimholders Agent, on behalf of the ABL Claimholders, and the Note Claimholders Collateral Trustee, on behalf of each Priority Lien Representative and each Priority Lien Claimholder, hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Priority Lien Obligation claims against the Grantors (Company and the Grantors, with the effect being that, (i) to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 Trustee on behalf of the Priority Lien Representatives and Section 2.2the Priority Lien Claimholders), the ABL Agent and the ABL Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses interest that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, Collateral before any distribution is made in respect of the claims held by the other Secured Parties for whom Collateral Trustee, the Priority Lien Representatives and the Priority Lien Claimholders from such Collateral is non-priorityABL Collateral, with such other Secured Parties the Collateral Trustee, on behalf of the Priority Lien Representatives and the Priority Lien Claimholders, hereby acknowledging and agreeing to turn over to the respective ABL Agent, for the benefit of the ABL Claimholders, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries, and (ii) to the extent that the aggregate value of the Shared Collateral is sufficient (for this purpose ignoring all claims held by the ABL Agent on behalf of the ABL Claimholders), the Collateral Trustee, on behalf of the Priority Lien Representatives and the Priority Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other Secured Parties claims, all amounts owing in respect of post-petition interest that is available from the Shared Collateral before any distribution is made in respect of the claims held by the ABL Agent, on behalf of the ABL Claimholders from such Shared Collateral, with the ABL Agent, on behalf of the ABL Claimholders hereby acknowledging and agreeing to turn over to the Collateral Trustee, for the benefit of the Priority Lien Representatives and the Priority Lien Claimholders, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Each of the ABL Agent, for itself and on behalf of the Note Claimholdersother ABL Secured Parties, and the ABL Agent Term Agent, for itself and on behalf of the ABL Claimholdersother Term Secured Parties, acknowledge acknowledges and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security Collateral Documents and the Note Security Term Collateral Documents constitute two separate and distinct grants of Liens, Liens and (b) because of, among other things, their differing rights in the ABL Priority Collateral and the Term Priority Collateral, the Note ABL Obligations and the Term Obligations are fundamentally different from the ABL Obligations one another and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation ProceedingProceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate amount of (and accrued interest, fees and expenses under) the ABL Obligations and the Term Obligations). To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claimsclaims as contemplated hereunder), then each Agent, for itself and on behalf of its Related Secured Parties, acknowledges and agrees that, subject to the ABL Claimholders provisions hereof (including Sections 2.01 and the Note Claimholders hereby acknowledge and agree that 4.01), all distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the Grantors (in respect of the Collateral, with the effect being that, to the extent that the aggregate value of the ABL Senior Priority Collateral or Notes Priority Collateral of any Class is sufficient (for this purpose ignoring all claims held by to satisfy the other Senior Obligations of such Class, the Senior Secured Parties for whom of such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note Claimholders, respectively, Class shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claimsclaims constituting the Senior Obligations of such Class, all amounts owing Post-Petition Amounts included in respect the Senior Obligations of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, such Class before any distribution is made in respect of the claims held by Junior Obligations in respect of such Collateral, with the other Junior Secured Parties for whom in respect of such Collateral is non-priority, with such other Secured Parties being required to (and hereby acknowledging and agreeing to to) turn over to the respective other Secured Parties Senior Agent in respect of such Collateral amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf Each of the Note ClaimholdersCredit Parties, the First Lien Lenders and the ABL Agent on behalf of the ABL Claimholders, acknowledge Second Lien Lenders acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security First Lien Debt Documents and the Note Security Second Lien Debt Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Obligations Second Lien Debt are fundamentally different from the ABL Obligations First Lien Debt and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders First Lien Lenders and the Note Claimholders Second Lien Lenders in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and Note Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note Claimholders, respectively, First Lien Lenders shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees fees, costs, premium, optional and other charges, irrespective of whether a claim for such amounts is allowed or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectivelyallowable in such Proceeding, before any distribution from, or in respect of, any Collateral is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-prioritySecond Lien Lenders), with such other Secured Parties the Second Lien Lenders hereby acknowledging and agreeing to turn over to the respective other Secured Parties First Lien Lenders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Lien Lenders.

Separate Grants of Security and Separate Classification. The Notes Revolving Collateral Agent, on behalf of the Note Revolving Claimholders, and the ABL Agent Notes Collateral Agent, on behalf of the ABL Notes Claimholders, acknowledge and intend that: the respective grants of Liens pursuant to the ABL Security Revolving Collateral Documents and the Note Security Notes Collateral Documents constitute two separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, Collateral (i) the Note Notes Obligations are fundamentally different from the ABL Revolving Obligations and and, (ii) the Revolving Obligations are fundamentally different from the Notes Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Revolving Claimholders and the Note Notes Claimholders in respect of the Collateral constitute claims in the same class (rather than at least two separate classes of senior and junior secured claimsclaims with the priorities described in Section 2.1), then the ABL Revolving Claimholders and the Note Notes Claimholders hereby acknowledge and agree that all distributions shall be made as if there were two separate classes of ABL Revolving Obligations and Note Notes Obligations against the Grantors (with the effect being that, to the extent that (i) the aggregate value of the ABL Priority Collateral or Notes Revolving Claimholders’ Revolving Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Notes Claimholders thereon), the ABL Revolving Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectivelytheir Revolving Priority Collateral, before any distribution is made in respect of the claims held by the other Secured Parties for whom Notes Obligations with respect to such Collateral is non-priorityCollateral, with such other Secured Parties hereby each Notes Claimholder acknowledging and agreeing to turn over to the respective other Secured Parties Revolving Collateral Agent with respect to such Collateral amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries of the Notes Obligations and (ii) the aggregate value of the Notes Claimholders’ Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Claimholders thereon), the Notes Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from their Notes Priority Collateral, before any distribution is made in respect of the Revolving Obligations with respect to such Collateral, with each Revolving Claimholder acknowledging and agreeing to turn over to the Notes Collateral Agent with respect to such Collateral amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the Revolving Obligations).

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Term Secured Party and the each ABL Agent on behalf of the ABL Claimholders, acknowledge Secured Party acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents and the Note Security Term Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization proposed or confirmed reorganization (or approvedother plan of similar effect under any Debtor Relief Laws) proposed, confirmed, or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claimsclaims subject to the priorities set forth herein), then the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties hereby acknowledge and agree that all distributions from the Collateral shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Term Obligation claims against the Grantors (Credit Parties, with the effect being that, that (a) to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Term Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders or the Note Claimholders, respectively, Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-pre petition interest and other claims, all amounts owing in respect of post-post petition interest, fees and expenses (regardless of whether any claim therefor is allowed or expenses allowable in any such Insolvency Proceeding) that is available from each pool of priority the ABL Priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectivelySecured Parties, before any distribution is made in respect of the claims held by the other Term Secured Parties for whom such Collateral is non-priorityfrom the ABL Priority Collateral, with such other the Term Secured Parties hereby acknowledging and agreeing to turn over to the respective other ABL Secured Parties amounts otherwise received or receivable by them from the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recovery, and (b) to the extent that the aggregate recoveriesvalue of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Secured Parties), the Term Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre petition interest and other claims, all amounts owing in respect of postpetition interest, fees and expenses (regardless of whether any claim therefor is allowed or allowable in any such Insolvency Proceeding) that is available from the Term Priority Collateral for the Term Secured Parties, before any distribution is made in respect of the claims held by the ABL Secured Parties from the Term Priority Collateral, with the ABL Secured Parties hereby acknowledging and agreeing to turn over to the Term Secured Parties amounts otherwise received or receivable by them from the Term Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recovery.

Separate Grants of Security and Separate Classification. The Notes First Lien Agent, for itself and on behalf of the Note ClaimholdersFirst Lien Creditors, and the ABL Agent Second Lien Agents, for their own behalf and on behalf of the ABL ClaimholdersSecond Lien Creditors, acknowledge and intend that: that the grants of Liens pursuant to the ABL Security Second Lien Documents and the Note Security First Lien Documents constitute two separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Note First Lien Obligations are fundamentally different from the ABL Second Lien Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders First Lien Creditors and the Note Claimholders Second Lien Creditors in respect of the Collateral constitute claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Claimholders First Lien Creditors and the Note Claimholders Second Lien Creditors hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL First Lien Obligations and Note Second Lien Obligations against the Grantors (Credit Parties with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2)is, the ABL Claimholders or the Note Claimholders, respectively, First Lien Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority the Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priorityFirst Lien Creditors, with such other Secured Parties Second Lien Creditors hereby acknowledging and agreeing to turn over to the respective other Secured Parties First Lien Creditors amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes ABL Agent, on behalf of the Note ABL Claimholders, and the ABL each Term Agent on behalf of the ABL applicable Term Claimholders, acknowledge and intend that: the respective grants of Liens pursuant to the ABL Security Documents and the Note Security Term Loan Documents constitute two separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, such that the Note Term Obligations and the ABL Obligations are fundamentally different from the ABL Obligations and and, in each case, must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Term Claimholders and the Note Claimholders ABL Claimholders, in each case, in respect of the Collateral constitute claims in the same class (rather than at least two separate classes of senior and junior secured claimsclaims with the priorities described in Section 2.1), then the ABL Claimholders and the Note Term Claimholders hereby acknowledge and agree that all distributions shall be made as if there were two separate classes of ABL Obligations and Note Term Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority their Prior Lien Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Subordinated Lien Claimholders thereon), the ABL Prior Lien Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectivelytheir Prior Lien Collateral, before any distribution is made in respect of the claims held by the other Secured Parties for whom Subordinated Lien Obligations with respect to such Collateral is non-priorityCollateral, with such other Secured Parties hereby each Subordinated Lien Claimholder acknowledging and agreeing to turn over to the respective other Secured Parties Prior Lien Agent with respect to such Collateral amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries of the Subordinated Lien Obligations.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, (a) Each Second Lien Claimholder acknowledges and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: agrees that (i) the grants of Liens to the pursuant to the ABL Security Senior Lien Collateral Documents and the Note Security Second Lien Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Second Lien Obligations are fundamentally different from the ABL Senior Lien Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Senior Lien Claimholders and the Note Second Lien Claimholders in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Second Lien Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the Grantors Issuer and the Issuer Subsidiaries in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Second Lien Claimholders)), the ABL Senior Lien Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, interest before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-prioritySecond Lien Claimholders, with such other Secured Parties the Second Lien Claimholders hereby acknowledging and agreeing to turn over to the respective other Secured Parties Senior Lien Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Lien Claimholders.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: the grants of Liens pursuant to the ABL Security Documents and the Note Security Documents constitute two separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Note Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders and the Note Claimholders in respect of the Collateral constitute claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and Note Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Note Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priority, with such other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Each First Lien Notes Secured Party, each Future Notes Indebtedness Secured Party, the First Lien Notes Agent, on behalf of the Note Claimholders, each ABL Secured Party and the ABL Agent on behalf of the ABL Claimholders, acknowledge acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Documents and the Note Term Security Documents constitute two or more separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note First Lien Notes Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization proposed reorganization or confirmed (similar dispositive restructuring plan proposed, confirmed, or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders First Lien Notes Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders First Lien Notes Secured Parties hereby acknowledge and agree that all distributions from the Collateral shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations First Lien Notes Obligation claims against the Grantors Credit Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Non-ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties or the Note ClaimholdersFirst Lien Notes Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees fees, or expenses that is available from each pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties and the Note ClaimholdersFirst Lien Notes Secured Parties, respectively, before any distribution from such pool of Priority Collateral is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priorityParties, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them from such pool of Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf Section 6.9 of the Note Claimholders, Intercreditor Agreement is hereby amended by (i) inserting the following immediately prior to the semicolon at the end of clause (a) in the first paragraph thereof “ and the ABL Agent on behalf of priority and rights to receive payment under the ABL Claimholders, acknowledge and intend that: the grants of Liens pursuant to the ABL Security First Lien Loan Documents and the Note Security Second Lien Loan Documents constitute two separate and distinct grants rights and priorities of Liens, and because of, among other things, their differing rights payment”; (ii) inserting the following phrase immediately after the word “Collateral” in clause (b) in the Collateral, first paragraph thereof “and the Note Obligations are fundamentally different from differing priorities and rights of payment” and (iii) deleting the ABL Obligations second paragraph thereof in its entirety and must be separately classified substituting in any Plan lieu there of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. the following new paragraph: “To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Note Second Lien Claimholders in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then each of the ABL Claimholders First Lien Collateral Agent and the Note Claimholders Second Lien Collateral Agent hereby acknowledge acknowledges and agree that agrees that, subject to Sections 2.1, 4.1 and 8, all payments and other distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL First Lien Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interestinterest (including any additional interest payable pursuant to the First Lien Credit Agreement, fees arising from or expenses that related to a default, which is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any payment or other distribution of any kind is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-prioritySecond Lien Claimholders, with such other Secured Parties the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the respective First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, any such payments or other Secured Parties amounts distributions, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Lien Claimholders).”

Separate Grants of Security and Separate Classification. The Notes Second Priority Agent, for itself and on behalf of the Note Second Lien Claimholders, the Collateral Agent, for itself and on behalf of the Indenture Claimholders, and the ABL Agent Super Priority Agent, for itself and on behalf of the ABL Super Priority Claimholders, acknowledge and intend agree that: (a) the grants of Liens pursuant to the ABL Security Super Priority Collateral Documents, the Collateral Documents and the Note Security Second Lien Collateral Documents constitute two three separate and distinct grants of Liens, ; and (b) because of, among other things, their differing rights in the Collateral, the Note Second Lien Obligations, the Indenture Obligations and the Super Priority Obligations are fundamentally different from the ABL Obligations each other and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that (i) the claims of any two or three of the ABL class of Super Priority Claimholders, the class of Indenture Claimholders and the Note class of Second Lien Claimholders in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior senior, junior and junior subordinated secured claims), then each of the ABL Claimholders parties hereto hereby acknowledges and the Note Claimholders hereby acknowledge agrees that, subject to Sections 2.1 and agree that 4.1, all distributions shall be made as if there were separate classes of ABL Obligations senior, junior and Note Obligations subordinated secured claims against the Grantors (in respect of the Collateral, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose (x) ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance Indenture Claimholders and the Second Lien Claimholders, with Section 2.1 respect to payments to the Super Priority Claimholders and Section 2.2(y) ignoring all claims held by the Second Lien Claimholders with respect to payments to the Indenture Claimholders), (A) the ABL Super Priority Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees including any additional interest payable pursuant to the Revolving Credit Agreement, arising from or expenses that related to a default, which is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectivelydisallowed as a claim in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Indenture Claimholders or the Second Lien Claimholders with respect to the Collateral, and (B) after such payments to the Super Priority Claimholders, the Indenture Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other Secured Parties for whom such Collateral claims, all amounts owing in respect of post-petition interest, including any additional interest payable pursuant to the Indenture, arising from or related to a default, which is non-prioritydisallowed as a claim in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral, with such other Secured Parties each of the Collateral Agent, for itself and on behalf of the Indenture Claimholders, and the Second Priority Agent, for itself and on behalf of the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the respective other Secured Parties Super Priority Agent, for itself and on behalf of the Super Priority Claimholders, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentencesentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the claim or recovery of the Indenture Claimholders or the Second Lien Claimholders, as applicable; or (ii) after the Discharge of Super Priority Obligations, the claims of the Indenture Claimholders and the Second Lien Claimholders in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Collateral, with the effect being that, to the extent that the aggregate recoveriesvalue of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the Indenture Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, including any additional interest payable pursuant to the Indenture, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral, with the Second Priority Agent, for itself and on behalf of the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Collateral Agent, for itself and on behalf of the Indenture Claimholders, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders.

Separate Grants of Security and Separate Classification. The Notes AgentBorrowers and all other Grantors, on behalf of the Note Claimholders, Administrative Agent and the ABL Agent on behalf of the ABL Claimholders, Secured Parties agree and acknowledge and intend that: that (i) the grants of Liens to the Revolving Secured Parties on the one hand, and the Non-Revolving Secured Parties on the other hand, pursuant to the ABL Security Documents and the Note Security Documents this Agreement constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing respective rights in the CollateralPledged Collateral or all other collateral, the Note Non-Revolving Obligations are fundamentally different from the ABL Revolving Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an any Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Revolving Secured Parties and the Note Claimholders Non-Revolving Secured Parties in respect of the Pledged Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and Note Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Revolving Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Pledged Collateral in respect of principal, pre-petition interest interest, and other claims, all amounts owing in respect of post-petition interest, fees fees, costs, expenses, premiums, and other charges, irrespective of whether a claim for such amounts is allowed or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectivelyallowable in such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any Pledged Collateral is made in respect of the claims held by the other Non-Revolving Secured Parties for whom such Collateral is non-priorityParties), with such other the Non-Revolving Secured Parties Parties’ hereby acknowledging and agreeing to turn over hold in trust and promptly transfer to the respective other Revolving Secured Parties amounts otherwise received or receivable by them from, on account of or relating to the Pledged Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover transfer has the effect of reducing the aggregate recoveriesclaim or recovery of the Non-Revolving Secured Parties. Each Non-Revolving Secured Party (whether in the capacity of a secured creditor or an unsecured creditor) shall not propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization that is inconsistent with the priorities or other provisions of this Agreement, other than with the prior written consent of the Administrative Agent or to the extent any such plan is proposed or supported by the number of Revolving Secured Parties required under Section 1126(d) of the Bankruptcy Code. This Agreement, which the parties hereto acknowledge shall constitute a “subordination agreement” for the purposes of Section 510(a) of the Bankruptcy Code, shall be applicable prior to and after the commencement of any proceeding under any Debtor Relief Law.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf Each of the Note ClaimholdersGrantors, the First Lien Secured Parties and the ABL Agent on behalf of the ABL Claimholders, acknowledge Second Lien Secured Parties acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security First Lien Collateral Documents and the Note Security Second Lien Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held held, by a court of competent jurisdiction in an Insolvency or Liquidation Proceeding, that the claims of the ABL Claimholders First Lien Secured Parties and the Note Claimholders Second Lien Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and Note Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other First Lien Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees fees, costs and other charges, irrespective of whether a claim for such amounts is allowed or expenses that is available from each pool of priority Collateral for each allowable in such Insolvency or Liquidation Proceeding, until the occurrence of the ABL Claimholders and the Note Claimholders, respectivelyDischarge of First Lien Obligations, before any distribution from, or in respect of, any Collateral is made in respect of the claims held by the other Second Lien Secured Parties for whom such Collateral is non-priorityParties), with such other the Second Lien Secured Parties hereby acknowledging and agreeing to turn over to the respective other First Lien Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Lien Secured Parties.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each First Lien Secured Party and the ABL Agent on behalf of the ABL Claimholders, acknowledge each Second Lien Secured Party acknowledges and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security First Lien Collateral Documents and the Note Security Second Lien Collateral Documents constitute two separate and distinct grants of Liens, Liens and (b) because of, among other things, their differing rights in the Collateral, the Note First Lien Obligations are fundamentally different from the ABL Second Lien Obligations and must be separately classified in any Plan plan of Reorganization reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties hereto as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders First Lien Secured Parties and the Note Claimholders in respect of Second Lien Secured Parties against the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders First Lien Secured Parties and the Note Claimholders Second Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations First Lien Obligation claims and Note Obligations Second Lien Obligation claims against the Grantors (Credit Parties, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Second Lien Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders or the Note Claimholders, respectively, First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or and expenses that is allowed and available from each pool of priority the Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, First Lien Secured Parties before any distribution is made in respect of the claims held by the other Second Lien Secured Parties for whom from such Collateral is non-priorityCollateral, with such other the Second Lien Secured Parties hereby acknowledging and agreeing to turn over to the respective other First Lien Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Term Secured Party and the each ABL Agent on behalf of the ABL Claimholders, acknowledge Secured Party acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents and the Note Security Term Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Term Obligation claims against the Grantors (Credit Parties, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Term Priority Collateral Collateral, as applicable, is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties or the Note ClaimholdersTerm Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses interest that is available from each pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties and the Note ClaimholdersTerm Secured Parties, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom from such Collateral is non-priorityCollateral, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.. 40 Form of J. Crew Intercreditor Agreement

Separate Grants of Security and Separate Classification. The Notes Each of the First Lien Administrative Agent, on behalf of the Note Claimholders, First Lien Secured Parties and the ABL Second Lien Administrative Agent on behalf of the ABL ClaimholdersSecond Lien Secured Parties, acknowledge acknowledges and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security First Lien Loan Documents and the Note Security Second Lien Loan Documents constitute two separate and distinct grants of Liens, Liens and (b) because of, among other things, their differing rights in the Collateral, the Note Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of against the ABL Claimholders First Lien Secured Parties and the Note Claimholders Second Lien Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of first lien and second lien senior and junior secured claims), then the ABL Claimholders and the Note Claimholders Second Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations first lien and Note Obligations second lien senior secured claims against the Company and/or other Grantors (in respect of the Collateral with the effect being that, that (i) to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Second Lien Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders or the Note Claimholders, respectively, First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, interest before any distribution is made in respect of the claims held by the other Second Lien Secured Parties for whom such Collateral is non-priority, with such other and (ii) the Second Lien Secured Parties hereby acknowledging acknowledge and agreeing agree to hold in trust for the benefit of the First Lien Secured Parties and forthwith turn over to the respective other First Lien Administrative Agent for the benefit of the First Lien Secured Parties amounts otherwise received or receivable by them any such Second Lien Lender to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Lien Secured Parties.

Separate Grants of Security and Separate Classification. The Notes Term Loan Collateral Agent, for itself and on behalf of the Note Term Loan Claimholders, and the ABL Revolving Credit Collateral Agent for itself and on behalf of the ABL Revolving Credit Claimholders, acknowledge and intend agree that: the grants of Liens pursuant to the ABL Security Revolving Credit Collateral Documents and the Note Security Term Loan Collateral Documents constitute two separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Note Term Loan Obligations are fundamentally different from the ABL Revolving Credit Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentenceSection 6.8, if it is held that the claims of the ABL Term Loan Claimholders and the Note Revolving Credit Claimholders in respect of the Term Loan Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then each of the ABL Claimholders parties hereto hereby acknowledges and the Note Claimholders hereby acknowledge agrees that, subject to Sections 2.1 and agree that 4.1, all distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the Grantors in respect of the Term Loan Collateral (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Term Loan Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Revolving Credit Claimholders), the ABL Term Loan Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interestPetition Interest, fees including any additional interest payable pursuant to the Term Loan Agreement, arising from or expenses that related to a default, which is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priorityRevolving Credit Claimholders, with such other Secured Parties the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledging and agreeing to turn over to the respective other Secured Parties Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Revolving Credit Claimholders). To further effectuate the intent of the parties as provided in Section 6.8, if it is held that the claims of the Term Loan Claimholders and the Revolving Credit Claimholders in respect of the Revolving Credit Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Revolving Credit Collateral (with the effect being that, to the extent that the aggregate recoveriesvalue of the Revolving Credit Collateral is sufficient (for this purpose ignoring all claims held by the Term Loan Claimholders), the Revolving Credit Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Revolving Credit Agreement, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held by the Term Loan Claimholders, with the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, hereby acknowledging and agreeing to turn over to the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Term Loan Claimholders).

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Second Lien Secured Party and the each ABL Agent on behalf of the ABL Claimholders, acknowledge Secured Party acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Documents and the Note Second Lien Security Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Second Lien Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Second Lien Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Claimholders Second Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Second Lien Obligation claims against the Grantors (Loan Parties, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders or the Note Claimholders, respectively, Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses interest that is available from each pool of priority the Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, before any distribution is made in respect of the claims held by the other Second Lien Secured Parties for whom from such Collateral is non-priorityCollateral, with such other the Second Lien Secured Parties hereby acknowledging and agreeing to turn over to the respective other ABL Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Each of the Company and the other Pledgors; each Applicable First Lien Agent, on behalf of the Note ClaimholdersFirst Lien Obligations Representative, and the ABL Agent on behalf of the ABL Claimholdersall other First Lien Obligations Secured Parties; and each Applicable Second Lien Agent, acknowledge Second Lien Obligations Representative, and intend that: all other Second Lien Obligations Secured Parties acknowledges and agrees that (i) the grants of Liens pursuant to the ABL Security First Lien Facility Collateral Documents and the Note Security Second Lien Facility Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Note Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. In addition, the parties hereto agree that regardless of whether any Post-Petition Claim is allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement expressly is intended to include and does include the “rule of explicitness” in that this Agreement expressly entitles the Applicable First Lien Agent, each First Lien Obligations Representative and each other First Lien Obligations Secured Party, and is intended to provide the Applicable First Lien Agent, such First Lien Obligations Representative and such other First Lien Obligations Secured Party with the right to receive, in respect of their First Lien Obligations, payment from the Common Collateral of all Post-Petition Claims through distributions made therefrom pursuant to the provisions of this Agreement even if any such Post-Petition Claims are not allowed or allowable against the bankruptcy estate of the Company or any other Pledgor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code or any other Bankruptcy Law. To further effectuate the intent of the parties as provided in the immediately preceding sentencesentences, if it is held that the claims of the ABL Claimholders First Lien Obligations Secured Parties and the Note Claimholders Second Lien Obligations Secured Parties in respect of the Common Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL First Lien Obligations and Note Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition prepetition interest and other claims, all amounts owing in respect of postPost-petition interestPetition Claims, fees irrespective of whether any claim for such amounts is allowed or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectivelyallowable in such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any Common Collateral is made in respect of the claims held by the other Second Lien Obligations Secured Parties for whom such Collateral is non-priorityParties, with such other the Second Lien Obligations Secured Parties hereby acknowledging and agreeing to turn over to the respective other First Lien Obligations Secured Parties amounts otherwise received or receivable by them from the Common Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Lien Obligations Secured Parties.

Separate Grants of Security and Separate Classification. The Notes Each of the First Lien Collateral Agent, on behalf of the Note Claimholders, First Lien Secured Parties and the ABL Second Lien Collateral Agent on behalf of the ABL ClaimholdersSecond Lien Secured Parties, acknowledge acknowledges and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security First Lien Loan Documents and the Note Security Second Lien Loan Documents constitute two separate and distinct grants of Liens, Liens and (b) because of, among other things, their differing rights in the Collateral, the Note Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of against the ABL Claimholders First Lien Lenders and the Note Claimholders Second Lien Lenders in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of first lien and second lien senior and junior secured claims), then the ABL Claimholders and the Note Claimholders Second Lien Lenders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations first lien and Note Obligations second lien senior secured claims against the Borrower and/or other Grantors (in respect of the Collateral with the effect being that, that (i) to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Second Lien Lenders), the ABL Claimholders or the Note Claimholders, respectively, First Lien Lenders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, Petition Interest before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priority, with such other Secured Parties Second Lien Lenders and (ii) the Second Lien Lenders hereby acknowledging acknowledge and agreeing agree to turn over to the respective other Secured Parties First Lien Lenders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Lien Lenders.

Separate Grants of Security and Separate Classification. The Notes Each First Lien Agent, on behalf of the Note their respective First Lien Claimholders, and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: the grants of Liens pursuant to the ABL Security Documents and the Note First Lien Security Documents constitute two or more separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Note First Lien Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders and the Note First Lien Claimholders in respect of the Collateral constitute claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note First Lien Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and Note First Lien Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes First Lien Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note First Lien Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note First Lien Claimholders, respectively, before any distribution is made from the applicable pool of priority Collateral in respect of the claims held by the other Secured Parties for whom such Collateral is non-priority, with such other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them from the applicable pool of priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes AgentEach of the Second Priority Indenture Trustee and the Second Priority Collateral Trustee, each for itself and on behalf of the Note other Second Priority Claimholders, and each of the ABL Agent First Priority Indenture Trustee and the First Priority Collateral Trustee, each for itself and on behalf of the ABL other First Priority Claimholders, acknowledge acknowledges and intend that: agrees that (a) the grants of Liens pursuant to the ABL First Priority Security Documents and the Note Second Priority Security Documents constitute two separate and distinct grants of Liens, ; and (b) because of, among other things, their differing rights rights, privileges, powers and remedies in the Collateral, the Note Second Priority Obligations are fundamentally different from the ABL First Priority Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Priority Claimholders and the Note Second Priority Claimholders in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then each of the ABL Claimholders parties hereto hereby acknowledges and the Note Claimholders hereby acknowledge and agree agrees that all distributions in respect of Collateral in any Insolvency or Liquidation Proceeding shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the ABL First Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interestinterest (including any additional interest payable pursuant to the First Priority Documents, fees arising from or expenses that related to a Default, which is available from each pool disallowed as a claim in any Insolvency or Liquidation Proceeding), subject to the other applicable provisions of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectivelythis Agreement, before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-prioritySecond Priority Claimholders with respect to the Collateral, with such each of the Second Priority Indenture Trustee and the other Secured Parties Second Priority Collateral Trustee, each for itself and on behalf of the other Second Priority Claimholders, hereby acknowledging and agreeing to turn over to the respective other Secured Parties First Priority Collateral Trustee, for itself and on behalf of the First Priority Claimholders, amounts otherwise received or receivable by them in respect of Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Priority Claimholders).

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Term Secured Party and the each ABL Agent on behalf of the ABL Claimholders, acknowledge Secured Party acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents and the Note Security Term Collateral Documents constitute at least two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties hereby acknowledge and agree that all distributions from the Collateral shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Term Obligation claims against the Grantors (Loan Parties, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties or the Note ClaimholdersTerm Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or and expenses that is available from each pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties and the Note ClaimholdersTerm Secured Parties, respectively, (whether or not allowed or allowable in any such Insolvency Proceeding) before any distribution is made in respect of the claims held by the other Secured Parties for whom from such Collateral is non-priorityPriority Collateral, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them from such Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries of the Secured Parties turning over such amounts.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Subordinated Creditor acknowledges and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: agrees that (i) the grants of Liens pursuant to to, the ABL Senior Security Documents and the Note Subordinated Security Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Note Subordinated Obligations are fundamentally different from the ABL Senior Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Senior Creditors and the Note Claimholders Subordinated Creditors in respect of the Common Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Claimholders Subordinated Creditors hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the Grantors Loan Parties in respect of the Common Collateral (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Common Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Subordinated Creditors), the ABL Claimholders or the Note Claimholders, respectively, Senior Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, Petition Interest before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-prioritySubordinated Creditors), with such other Secured Parties the Subordinated Creditors hereby acknowledging and agreeing to turn over to the respective other Secured Parties Senior Agent for the benefit of the Senior Creditors amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Subordinated Creditors.

Separate Grants of Security and Separate Classification. The Notes First Lien Credit Facility Agent, on behalf of the Note First Lien Credit Facility Claimholders, and the ABL Agent Notes Collateral Agent, on behalf of the ABL Notes Claimholders, acknowledge and intend that: the respective grants of Liens pursuant to the ABL Security First Lien Credit Facility Collateral Documents and the Note Security Notes Collateral Documents constitute two separate and distinct dis- tinct grants of Liens, and because of, among other things, their differing rights in the Collateral, (i) the Note Notes Obligations do not give rise to a commonality of interest and are fundamentally different from the ABL First Lien Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed con- firmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided pro- vided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Credit Facility Claimholders and the Note Notes Claimholders in respect of the Collateral constitute claims in the same class (rather than at least two separate classes of senior and junior secured claimsclaims with the priorities described in Section 2.1), then the ABL First Lien Credit Facility Claimholders and the Note Notes Claimholders hereby acknowledge and agree that all distributions from the Collateral shall be made as if there were two separate classes of ABL First Lien Obligations and Note Notes Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority First Lien Credit Facility Claimholders’ Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Notes Claimholders thereon), the ABL First Lien Credit Facility Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest or pre-filing inter- est and other claims, all amounts owing in respect of post-petition or post-filing interest, fees or expenses that is available from each pool their Collateral (regardless of priority Collateral for each whether any such claims may or may not be allowed or allowable in whole or in part as against the Grantor in the respective Insolvency Proceeding pursuant to Section 506(b) of the ABL Claimholders and the Note Claimholders, respectivelyBankruptcy Code or applicable law), before any distribution is made from the Col- lateral in respect of the claims held by the other Secured Parties for whom Notes Obligations with respect to such Collateral is non-priorityCollateral, with such other Secured Parties hereby each Notes Claimholder acknowledging and agreeing to turn over to the respective other Secured Parties First Lien Credit Facility Agent with respect to such Col- lateral amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecov- eries of the Notes Obligations).

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Secured Party Agent and the ABL Agent on behalf of the ABL Claimholders, acknowledge Secured Creditor acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents, the 2025 Notes Collateral Documents and the Note Security Additional Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note 2025 Notes Obligations and Additional Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization proposed reorganization or confirmed (similar dispositive restructuring plan proposed, confirmed, or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties, on the one hand, and the Note Claimholders 2025 Notes Secured Parties and Additional Secured Parties, on the other hand, in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claimsclaims subject to the Lien Priority), then the ABL Claimholders Secured Parties, the 2025 Notes Secured Parties and the Note Claimholders any Additional Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims, 2025 Notes Obligation claims and Note Obligations Additional Obligation claims against the Grantors Credit Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes the Non-ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by (i) the other ABL Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 the case of the 2025 Notes Secured Parties and Section 2.2the Additional Secured Parties, and (ii) the 2025 Notes Secured Parties and the Additional Secured Parties in the case of the ABL Secured Parties), the ABL Claimholders Secured Parties or the Note Claimholders2025 Notes Secured Parties and Additional Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or fees, and expenses that is available from each applicable pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties, on the one hand, and the Note Claimholders2025 Notes Secured Parties and Additional Secured Parties, respectively, on the other hand) before any distribution is made from such pool of Priority Collateral in respect of the claims held by the other Secured Parties for whom such Collateral is non-priorityParties, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them from such pool of Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the such Secured Parties’ aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes AgentWith respect to each Type of Common Collateral, on behalf of each Secured Party acknowledges and agrees that (i) the Note Claimholders, and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: the grants grant of Liens pursuant to the ABL First Priority Security Documents and the Note Security Documents constitute two constitutes a separate and distinct grants grant of LiensLiens from the grant of each of the Liens granted pursuant to any of the Second Priority Security Documents, and (ii) because of, among other things, their differing rights in the such Common Collateral, each of the Note First Priority Obligations are and Second Priority Obligations is fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation ProceedingProceeding and (iii) it will object to, and not vote in favor of, any plan of reorganization that does not separately classify each such Class. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held a court of competent jurisdiction holds that the claims of the ABL Claimholders First Priority Secured Parties and the Note Claimholders claims held by the Second Priority Secured Parties in respect of the any Type of Common Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Claimholders Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the Grantors relevant Loan Parties in respect of such Common Collateral (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority such Common Collateral is sufficient (for this purpose ignoring all claims held by the other Second Priority Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders or the Note Claimholders, respectively, First Priority Secured Parties shall be entitled to receive, in addition to amounts distributed distributions to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest, fees or expenses that is available from each pool of priority Collateral for each of Petition Interest (at the ABL Claimholders and the Note Claimholders, respectively, applicable non-default rate) before any distribution is made in respect of the claims held by the other Second Priority Secured Parties for whom such Collateral is non-priorityParties), with such other the Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the respective other First Priority Secured Parties amounts distributions otherwise received or receivable by them in respect of such Common Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Priority Secured Parties.

Separate Grants of Security and Separate Classification. The Notes ABL Agent, on behalf of the Note Claimholderseach ABL Claimholder, and the ABL Agent Collateral Trustee, on behalf of the ABL Claimholderseach Secured Debt Representative and Secured Debt Claimholder, acknowledge acknowledges and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security Loan Documents, the Priority Lien Documents and the Note Security Junior Lien Documents constitute two separate and distinct grants of Liens, Liens and (b) because of, among other things, their differing rights in the Collateral, the Note Priority Lien Obligations, the Junior Lien Obligations and the ABL Obligations are fundamentally different from the ABL Obligations each other and must be separately classified in any Plan plan of Reorganization reorganization or liquidation under the Bankruptcy Code (or other plan of similar effect under any Bankruptcy Law) proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders, the Priority Lien Claimholders and the Note Junior Lien Claimholders in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Agent, on behalf of the ABL Claimholders, and the Note Claimholders Collateral Trustee, on behalf of each Secured Debt Representative and each Secured Debt Claimholder, hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims, Priority Lien Obligation claims and Note Obligations Junior Lien Obligation claims against the Grantors (Company and the Grantors, with the effect being that, (i) to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Collateral Trustee on behalf of the Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 Debt Representatives and Section 2.2the Secured Debt Claimholders), the ABL Agent and the ABL Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses interest that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, Collateral before any distribution is made in respect of the claims held by the other Collateral Trustee, the Secured Parties for whom Debt Representatives and the Secured Debt Claimholders from such Collateral is non-priorityABL Collateral, with such other the Collateral Trustee, on behalf of the Secured Parties Debt Representatives and the Secured Debt Claimholders, hereby acknowledging and agreeing to turn over to the respective ABL Agent, for the benefit of the ABL Claimholders, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries, and (ii) to the extent that the aggregate value of the Shared Collateral is sufficient (for this purpose ignoring all claims held by the ABL Agent on behalf of the ABL Claimholders and the Collateral Trustee on behalf of the Junior Lien Representatives and the Junior Lien Claimholders), the Collateral Trustee, on behalf of the Priority Lien Representatives and the Priority Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other Secured Parties claims, all amounts owing in respect of post-petition interest that is available from the Shared Collateral before any distribution is made in respect of the claims held by the ABL Agent, on behalf of the ABL Claimholders, or the Collateral Trustee, on behalf of the Junior Lien Representatives and the Junior Lien Claimholders from such Shared Collateral, with the ABL Agent, on behalf of the ABL Claimholders and the Collateral Trustee, on behalf of the Junior Lien Representatives and the Junior Lien Claimholders, hereby acknowledging and agreeing to turn over to the Collateral Trustee, for the benefit of the Priority Lien Representatives and the Priority Lien Claimholders, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Each of the ABL Agent, on behalf of the Note Claimholders, itself and the ABL Agent Secured Parties and each Second Priority Representative, on behalf of itself and the applicable Second Priority Secured Parties, acknowledges and agrees that (i) the grant of Liens on the ABL Claimholders, acknowledge and intend that: the grants of Liens pursuant to Priority Collateral securing the ABL Security Documents and the Note Security Documents constitute two Secured Obligations constitutes a separate and distinct grants grant of LiensLiens from the grant of Liens on the ABL Priority Collateral securing the Second Priority Secured Obligations, and (ii) because of, among other things, their differing rights in the ABL Priority Collateral, each of the Note ABL Secured Obligations, and the Second Priority Secured Obligations are is fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation ProceedingProceeding and (iii) it will object to, and not vote in favor of, any plan of reorganization that does not separately classify the ABL Secured Obligations and the Second Priority Secured Obligations. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held a court of competent jurisdiction holds that the claims of the ABL Claimholders First Priority Secured Parties and the Note Claimholders claims held by any Second Priority Secured Parties in respect of the ABL Priority Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and one or more junior priority secured claims), then the ABL Claimholders and the Note Claimholders Second Priority Secured Parties hereby acknowledge and agree that all distributions in respect of ABL Priority Collateral shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the relevant Grantors in respect of the ABL Priority Collateral (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Second Priority Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders or the Note Claimholders, respectively, First Priority Secured Parties shall be entitled to receive, in addition to amounts distributed distributions to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest, fees or expenses that is available from each pool of priority Collateral for each of Petition Interest (at the ABL Claimholders and the Note Claimholders, respectively, applicable non-default rate) before any distribution in respect of ABL Priority Collateral is made in respect of the claims held by the other Second Priority Secured Parties for whom such Collateral is non-priorityParties), with such other the Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the respective other First Priority Secured Parties amounts distributions otherwise received or receivable by them in respect of the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Priority Secured Parties with respect to the ABL Priority Collateral.

Separate Grants of Security and Separate Classification. The Notes AgentEach Term Secured Party, on behalf of the Note Claimholders, each ABL Secured Party and the ABL Agent on behalf of the ABL Claimholders, acknowledge each Junior Secured Party acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents, the Term Collateral Documents and the Note Security Junior Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Term Obligations are fundamentally different from the ABL Obligations and the Junior Obligations, the ABL Obligations are fundamentally different from the Term Obligations and the Junior Obligations, and the Junior Obligations are fundamentally different from the Senior Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, (x) if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Term Obligation claims against the Grantors (Credit Parties, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Term Priority Collateral Collateral, as applicable, is sufficient (for this purpose ignoring all claims held by the other 39168701_7 Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties or the Note ClaimholdersTerm Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or and expenses that is available from each pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties and the Note ClaimholdersTerm Secured Parties, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom from such Collateral is non-priorityCollateral, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries, and (y) if it is held that the claims of any of the Senior Secured Parties and any Junior Secured Parties in respect of the Junior Shared Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Junior Agent that becomes a party to this Agreement, for itself and on behalf of each Junior Secured Party represented thereby, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of Senior Obligation claims and Junior Obligation claims against the Credit Parties in respect of the Junior Shared Collateral, with the effect being that, to the extent that the aggregate value of the Junior Shared Collateral is sufficient (for this purpose ignoring all claims held by any Junior Secured Parties), the applicable Senior Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest that is available from each pool of Priority Collateral for each of the Senior Secured Parties and any other Senior Collateral (regardless of whether any claim for such amounts is allowed or allowable in such Insolvency Proceeding) before any distribution is made in respect of the claims held by the Junior Secured Parties from Junior Shared Collateral, with each Junior Agent that becomes a party to this Agreement, for itself and on behalf of each Junior Secured Party represented thereby, hereby acknowledging and agreeing to turn over to the applicable Senior Agent amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of such Junior Secured Parties.

Separate Grants of Security and Separate Classification. The ABL Agent, on behalf of the ABL Claimholders, and Notes Agent, on behalf of the Note Claimholders, and the ABL Agent on behalf of the ABL Notes Claimholders, acknowledge and intend that: that the respective grants of Liens pursuant to the ABL Security Collateral Documents and the Note Security Notes Collateral Documents constitute two separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, Collateral (i) the Note Notes Obligations are fundamentally different from the ABL Obligations and (ii) the ABL Obligations are fundamentally different from the Notes Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders and the Note Notes Claimholders in respect of the Collateral constitute claims in the same class (rather than at least two separate classes of senior and junior secured claimsclaims with the priorities described in Section 2.1), then the ABL Claimholders and the Note Notes Claimholders hereby acknowledge and agree that all distributions shall be made as if there were two separate classes of ABL Obligations and Note Notes Obligations against the Grantors (with the effect being that, to the extent that (i) the aggregate value of the ABL Priority Collateral or Notes Claimholders’ ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Notes Claimholders thereon), the ABL Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool their ABL Priority Collateral (regardless of priority Collateral for each whether any such claims may or may not be allowed or allowable in whole or in part as against the Grantor in the respective Insolvency Proceeding pursuant to Section 506(b) of the ABL Claimholders and the Note Claimholders, respectivelyBankruptcy Code or otherwise), before any distribution is made in respect of the claims held by the other Secured Parties for whom Notes Obligations with respect to such Collateral is non-priorityCollateral, with such other Secured Parties hereby each Notes Claimholder acknowledging and agreeing to turn over to the respective other Secured Parties ABL Agent with respect to such Collateral amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries of the Notes Obligations and (ii) the aggregate value of the Notes Claimholders’ Notes Priority Collateral is sufficient (for this purpose ignoring all claims, if any, held by the ABL Claimholders thereon), the Notes Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from their Notes Priority Collateral (regardless of whether any such claims may or may not be allowed or allowable in whole or in part as against the Grantor in the respective Insolvency Proceeding pursuant to Section 506(b) of the Bankruptcy Code or otherwise), before any distribution is made in respect of the ABL Obligations with respect to such Collateral, with each ABL Claimholder acknowledging and agreeing to turn over to Notes Agent with respect to such Collateral amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the ABL Obligations).

Separate Grants of Security and Separate Classification. The Notes Revolving Collateral Agent, on behalf of the Note Revolving Claimholders, and the ABL Agent Notes Collateral Agent, on behalf of the ABL Notes Claimholders, acknowledge and intend that: the respective grants of Liens pursuant to the ABL Security Revolving Collateral Documents and the Note Security Notes Collateral Documents constitute two separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, Collateral (i) the Note Notes Obligations are fundamentally different from the ABL Revolving Obligations and and, (ii) the Revolving Obligations are fundamentally different from the Notes Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Revolving Claimholders and the Note Notes Claimholders in respect of the Collateral constitute claims in the same class (rather than at least two separate classes of senior and junior secured claimsclaims with the priorities described in Section 2.1), then the ABL Revolving Claimholders and the Note Notes Claimholders hereby acknowledge and agree that all distributions shall be made as if there were two separate classes of ABL Revolving Obligations and Note Notes Obligations against the Grantors (with the effect being that, to the extent that (i) the aggregate value of the ABL Priority Collateral or Notes Revolving Claimholders’ Revolving Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Notes Claimholders thereon), the ABL Revolving Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool their Revolving Priority Collateral (regardless of priority Collateral for each whether any such claims may or may not be allowed or allowable in whole or in part as against the Grantor in the respective Insolvency Proceeding pursuant to Section 506(b) of the ABL Claimholders and the Note Claimholders, respectivelyBankruptcy Code or otherwise), before any distribution is made in respect of the claims held by the other Secured Parties for whom Notes Obligations with respect to such Collateral is non-priorityCollateral, with such other Secured Parties hereby each Notes Claimholder acknowledging and agreeing to turn over to the respective other Secured Parties Revolving Collateral Agent with respect to such Collateral amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries of the Notes Obligations and (ii) the aggregate value of the Notes Claimholders’ Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Claimholders thereon), the Notes Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from their Notes Priority Collateral (regardless of whether any such claims may or may not be allowed or allowable in whole or in part as against the Grantor in the respective Insolvency Proceeding pursuant to Section 506(b) of the Bankruptcy Code or otherwise), before any distribution is made in respect of the Revolving Obligations with respect to such Collateral, with each Revolving Claimholder acknowledging and agreeing to turn over to the Notes Collateral Agent with respect to such Collateral amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the Revolving Obligations).

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Term Secured Party and the each ABL Agent on behalf of the ABL Claimholders, acknowledge Secured Party acknowledges and intend that: agrees that (i) the grants of Liens liens pursuant to the ABL Security Documents and the Note Security Term Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Note Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties in respect of the Common Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Term Secured Parties and the Note Claimholders ABL Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims, in accordance with the terms of this Agreement, against the Grantors (Loan Parties in respect of the Common Collateral with the effect being that, that (A) to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Term Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders or Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims constituting ABL Priority Claims, all amounts owing in respect of Post-Petition Interest that is available from the Note ClaimholdersABL Priority Collateral before any distribution is made therefrom in respect of the claims held by the Term Secured Parties and (B) to the extent that the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Secured Parties), respectively, the Term Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest, fees or expenses Petition Interest that is available from each pool of priority the Term Priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, before any distribution is made therefrom in respect of the claims held by the other ABL Secured Parties, with the Term Secured Parties for whom such Collateral is non-priority, with such other and the ABL Secured Parties hereby acknowledging and agreeing to turn over to the respective other ABL Secured Parties and the Term Secured Parties, respectively, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of such Secured Parties.

Separate Grants of Security and Separate Classification. The Notes AgentWith respect to each Type of Common Collateral, on behalf of each Secured Party acknowledges and agrees that (i) the Note Claimholders, and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: the grants grant of Liens pursuant to the ABL First Priority Security Documents and the Note Security Documents constitute two constitutes a separate and distinct grants grant of LiensLiens from the grant of each of the Liens granted pursuant to any of the Second Priority Security Documents, and (ii) because of, among other things, their differing rights in the such Common Collateral, the Note First Priority Obligations and Second Priority Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation ProceedingProceeding and (iii) it will object to, and not vote in favor of, any plan of reorganization that does not separately classify each such Class. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held a court of competent jurisdiction holds that the claims of the ABL Claimholders First Priority Secured Parties and the Note Claimholders claims held by the Second Priority Secured Parties in respect of the such Common Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Claimholders Second Priority Secured Parties hereby acknowledge and agree that that, subject to Sections 2.01 and 4.01, all distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the relevant Grantors in respect of such Common Collateral (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority such Common Collateral is sufficient (for this purpose ignoring all claims held by the other Second Priority Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders or the Note Claimholders, respectively, First Priority Secured Parties shall be entitled to receive, in addition to amounts distributed distributions to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest, fees or expenses that is available from each pool of priority Collateral for each of Petition Interest (at the ABL Claimholders and the Note Claimholders, respectively, applicable non-default rate) before any distribution is made in respect of the claims held by the other Second Priority Secured Parties for whom such Collateral is non-priorityParties), with such other the Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the respective other First Priority Secured Parties amounts distributions otherwise received or receivable by them in respect of such Common Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Priority Secured Parties.

Separate Grants of Security and Separate Classification. The Notes Each of the Revolving Credit Agent, for itself and on behalf of the Note ClaimholdersRevolving Credit Secured Parties, and the ABL Agent Senior Notes Agent, for itself and on behalf of the ABL ClaimholdersSenior Notes Secured Parties, acknowledge acknowledges and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security Revolving Credit Collateral Documents and the Note Security Senior Notes Collateral Documents constitute two separate and distinct grants of Liens, ; and (b) because of, among other things, their differing rights in the ABL Collateral and the Non-ABL Collateral, the Note Revolving Credit Obligations and the Senior Notes Obligations are fundamentally different from the ABL Obligations one another and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation ProceedingProceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums and expenses under) the Revolving Credit Obligations and Senior Notes Obligations). To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Revolving Credit Secured Parties and the Note Claimholders Senior Notes Secured Parties or any of them in respect of the any ABL Collateral or Non-ABL Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then each of the ABL Claimholders parties hereto hereby acknowledges and the Note Claimholders hereby acknowledge agrees that, subject to Sections 2.01 and agree that 4.01, all distributions shall be made as if there were separate classes of ABL Obligations and Note Obligations secured claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral (with the effect being that, to the extent that the aggregate value of the such ABL Priority Collateral or Notes Priority Non-ABL Collateral is sufficient (for this purpose ignoring all claims held by the other Junior Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders or the Note Claimholders, respectively, Senior Secured Parties shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees and expenses (including any additional interest payable pursuant to the applicable Senior Credit Documents arising from or expenses related to a default) that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, are disallowed as a claim in any Insolvency or Liquidation Proceeding before any distribution in respect of ABL Collateral or Non-ABL Collateral, as the case may be, is made in respect of the claims held by the other Junior Secured Parties for whom such Collateral is non-priorityParties, with such other the Junior Agent, for itself and on behalf of the Junior Secured Parties Parties, hereby acknowledging and agreeing to turn over to the respective other Senior Agent, for itself and on behalf of the Senior Secured Parties Parties, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentencesentence (with respect to the payment of post-petition interest, fees and expenses), even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Junior Secured Parties).

Separate Grants of Security and Separate Classification. The Notes Noteholder Collateral Agent, for itself and on behalf of the Note Claimholders, and the ABL Revolving Credit Agent for itself and on behalf of the ABL Revolving Credit Claimholders, acknowledge and intend that: that the grants of Liens pursuant to the ABL Revolving Credit Security Documents and the Note Security Documents constitute two separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Note Obligations are fundamentally different from the ABL Revolving Credit Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation ProceedingProceeding with respect to Holdings or any other Grantor. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Revolving Credit Claimholders and the Note Claimholders in respect of the Collateral constitute claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Revolving Credit Claimholders and the Note Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Revolving Credit Obligations and Note Obligations against the Grantors Holdings (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2primary), the ABL Revolving Credit Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority the Collateral for each of the ABL Revolving Credit Claimholders and the Note Claimholders, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom such Noteholder Collateral is non-priorityAgent or any Note Claimholders, with such other Secured Parties hereby the Noteholder Collateral Agent and any Note Claimholders acknowledging and agreeing to turn over to the respective other Secured Parties Revolving Credit Agent and the Revolving Credit Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries to the Noteholder Collateral Agent or any Note Claimholders.

Separate Grants of Security and Separate Classification. The Notes ABL Revolving Collateral Agent, on behalf of the Note ABL Revolving Claimholders, and the ABL Agent each Term Agent, on behalf of the ABL Term Claimholders, acknowledge and intend that: the respective grants of Liens pursuant to the ABL Security Revolving Collateral Documents and the Note Security Term Collateral Documents constitute two separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, (i) the Note Term Obligations do not give rise to a commonality of interest and are fundamentally different from the ABL Revolving Obliga- tions and (ii) the ABL Revolving Obligations do not give rise to a commonality of interest and are fun- damentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate ef- fectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Revolving Claimholders and the Note Term Claimholders in respect of the Collateral constitute consti- tute claims in the same class (rather than at least two separate classes of senior and junior secured claimsclaims with the priorities described in Section 2.1), then the ABL Revolving Claimholders and the Note Term Claimholders hereby acknowledge and agree that all distributions from the Collateral shall be made as if there were separate two sepa- rate classes of ABL Revolving Obligations and Note Term Obligations against the Grantors (with the effect being that, to the extent that (i) the aggregate value of the ABL Priority Collateral or Notes Revolving Claimholders’ ABL Revolving Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Term Claimholders thereon), the ABL Revolv- ing Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principalprin- cipal, pre-petition or pre-filing interest and other claims, all amounts owing in respect of post-petition or post-filing interest, fees or expenses that is available from each pool their ABL Revolving Priority Collateral (re- gardless of priority Collateral for each whether any such claims may or may not be allowed or allowable in whole or in part as against the Grantor in the respective Insolvency Proceeding pursuant to Section 506(b) of the ABL Claimholders and the Note Claimholders, respectivelyBankruptcy Code or applicable law), before any distribution is made from the ABL Revolving Priority Collateral in respect of the claims held by the other Secured Parties for whom Term Obligations with respect to such Collateral is non-priorityABL Revolving Priority Collateral, with such other Secured Parties hereby each Term Claimholder acknowledging and agreeing to turn over to the respective other Secured Parties ABL Revolving Collateral Agent with re- spect to such ABL Revolving Priority Collateral amounts otherwise received or receivable by them from the ABL Revolving Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries of the Term Obligations and (ii) the aggregate value of the Term Claimholders’ Notes Priority Collateral is sufficient (for this purpose ig- xxxxxx all claims held by the ABL Revolving Claimholders thereon), the Term Claimholders shall be enti- tled to receive, in addition to amounts distributed to them in respect of principal, pre-petition or pre-filing interest and other claims, all amounts owing in respect of post-petition or post-filing interest, fees or ex- penses that is available from their Notes Priority Collateral (regardless of whether any such claims may or may not be allowed or allowable in whole or in part as against the Grantor in the respective Insolvency Proceeding pursuant to Section 506(b) of the Bankruptcy Code or applicable law), before any distribution is made from the Notes Priority Collateral in respect of the ABL Revolving Obligations with respect to such Notes Priority Collateral, with each ABL Revolving Claimholder acknowledging and agreeing to turn over to the Term Agents with respect to such Notes Priority Collateral amounts otherwise received or receivable by them from the Notes Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the ABL Re- volving Obligations).

Separate Grants of Security and Separate Classification. The Notes Each of the First Lien Administrative Agent, on behalf of the Note Claimholders, First Lien Secured Parties and the ABL Second Lien Administrative Agent on behalf of the ABL ClaimholdersSecond Lien Secured Parties, acknowledge acknowledges and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security First Lien Loan Documents and the Note Security Second Lien Loan Documents constitute two separate and distinct grants of Liens, Liens and (b) because of, among other things, their differing rights in the Collateral, the Note Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of against the ABL Claimholders First Lien Lenders and the Note Claimholders Second Lien Lenders in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of first lien and second lien senior and junior secured claims), then the ABL Claimholders and the Note Claimholders Second Lien Lenders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations first lien and Note Obligations second lien senior secured claims against the Borrower and/or other Grantors (in respect of the Collateral with the effect being that, that to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Second Lien Lenders), the ABL Claimholders or the Note Claimholders, respectively, First Lien Lenders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, interest before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priority, with such other Secured Parties Second Lien Lenders and the Second Lien Lenders hereby acknowledging acknowledge and agreeing agree to turn over to the respective other Secured Parties First Lien Lenders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Lien Lenders.

Separate Grants of Security and Separate Classification. The Notes Agent(1) Until the ABL Obligations Payment Date has occurred, on behalf the Term Agent and each of the Note Claimholders, and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: Secured Notes Trustees agrees that (i) the grants of Liens over the ABL Priority Collateral pursuant to each of the ABL Security Documents and the Note Security Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the ABL Priority Collateral, the Note Term Credit Obligations and Secured Notes Obligations are fundamentally different from the ABL Obligations and must be separately classified with respect to the ABL Priority Collateral in any Plan plan of Reorganization compromise, arrangement and/or reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders and the Note Claimholders Secured Parties in respect of the ABL Priority Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then each of the ABL Claimholders Term Agent and the Note Claimholders hereby Secured Notes Trustees acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and Note Obligations secured claims against the Grantors Credit Parties in respect of the ABL Priority Collateral (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Term Credit Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Secured Notes Secured Parties), the ABL Claimholders or the Note Claimholders, respectively, Agent shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, receive all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of to the ABL Claimholders and the Note Claimholders, respectively, Secured Parties before any distribution on the ABL Priority Collateral is made in respect of the claims held by the other Term Credit Secured Parties for whom such Collateral is non-priorityand Secured Notes Secured Parties), with such other the Term Agent and the Secured Parties hereby Notes Trustees acknowledging and agreeing to turn over to the respective other Secured Parties ABL Agent amounts otherwise received or receivable by them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Term Credit Secured Parties or the Secured Notes Secured Parties.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, and the ABL SCF Agent on behalf of the ABL SCF Claimholders, acknowledge and intend that: the grants of Liens pursuant to the ABL SCF Security Documents and the Note Security Documents constitute two separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Note Obligations are fundamentally different from the ABL SCF Obligations and must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL SCF Claimholders and the Note Claimholders in respect of the Collateral constitute claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL SCF Claimholders and the Note Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL SCF Obligations and Note Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority SCF Primary Collateral or Notes Priority Note Primary Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2primary), the ABL SCF Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority primary Collateral for each of the ABL SCF Claimholders and the Note Claimholders, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priorityprimary, with such other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Secured Party acknowledges and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Documents and the Note Term Loan Security Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Term Loan Obligations are fundamentally different from the ABL Obligations and must should be separately classified in any Plan plan of Reorganization reorganization, plan of liquidation or similar plan proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Obligations and the Note Claimholders in respect of the Collateral Term Loan Obligations constitute claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders Term Loan Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and Note Term Loan Obligations against the Grantors Loan Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Term Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties or the Note ClaimholdersTerm Loan Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest, fees or expenses Petition Interest that is are available from each pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties and the Note ClaimholdersTerm Loan Secured Parties, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priorityParties, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Secured Party acknowledges and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security Documents and the Note Notes Security Documents constitute two separate and distinct grants of Liens, Liens and (b) because of, among other things, their differing rights in the Common Collateral, the Note Notes Obligations are fundamentally different from the ABL Obligations and must should be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Notes Secured Parties in respect of the Common Collateral constitute claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders Notes Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Notes Obligation claims against the Grantors Loan Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties or the Note ClaimholdersNotes Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest, fees or expenses Petition Interest that is available from each pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties and the Note ClaimholdersNotes Secured Parties, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priorityParties, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.. 5.8

Separate Grants of Security and Separate Classification. The Notes Each of the ABL Agent, for itself and on behalf of the Note Claimholdersother ABL Secured Parties, and the ABL Agent each Term Agent, for itself and on behalf of the ABL Claimholdersits other Related Secured Parties, acknowledge acknowledges and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security Collateral Documents and the Note Security Term Collateral Documents constitute two separate and distinct grants of Liens, Liens and (b) because of, among other things, their differing rights in the ABL Priority Collateral and the Term Priority Collateral, the Note ABL Obligations and the Term Obligations are fundamentally different from the ABL Obligations one another and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation ProceedingProceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate amount of (and accrued interest, fees and expenses under) the ABL Obligations and the Term Obligations). To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders Term Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claimsclaims as contemplated hereunder), then each Agent, for itself and on behalf of its Related Secured Parties, acknowledges and agrees that, subject to the ABL Claimholders provisions hereof (including Sections 2.01 and the Note Claimholders hereby acknowledge and agree that 4.01), all distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the Grantors (in respect of the Collateral, with the effect being that, to the extent that the aggregate value of the ABL Senior Priority Collateral or Notes Priority Collateral of any Class is sufficient (for this purpose ignoring all claims held by to satisfy the other Senior Obligations of such Class, the Senior Secured Parties for whom of such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note Claimholders, respectively, Class shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claimsclaims constituting the Senior Obligations of such Class, all amounts owing Post-Petition Amounts included in respect the Senior Obligations of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, such Class before any distribution is made in respect of the claims held by Junior Obligations in respect of such Collateral, with the other Junior Secured Parties for whom in respect of such Collateral is non-priority, with such other Secured Parties being required to (and hereby acknowledging and agreeing to to) turn over to the respective other Secured Parties Senior Agent (which in the case of the Term Obligations, shall be the Controlling Term Agent) in respect of such Collateral amounts otherwise received or receivable by them from such Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries thereof.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Secured Party acknowledges and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security Documents and the Note and Specified Hedge Security Documents constitute two separate and distinct grants of Liens, Liens and (b) because of, among other things, their differing rights in the Collateral, the Note and Specified Hedge Obligations are fundamentally different from the ABL Obligations and must should be separately classified in any Plan plan of Reorganization reorganization, plan of liquidation or similar plan proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Obligations and the Note Claimholders in respect of the Collateral and Specified Hedge Obligations constitute claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties and the Note Claimholders and Specified Hedge Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and Note and Specified Hedge Obligations against the Grantors Loan Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Note and Specified Hedge Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties)), the ABL Claimholders Secured Parties or the Note Claimholdersand Specified Hedge Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest, fees or expenses Petition Interest that is are available from each pool of priority Collateral collateral for each of the ABL Claimholders Secured Parties and the Note Claimholdersand Specified Hedge Secured Parties, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priorityParties, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Second Lien Claimholder acknowledges and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security First Lien Collateral Documents and the Note Security Second Lien Collateral Documents constitute two separate and distinct grants of Liens, and (b) because of, among other things, their differing rights in the Collateral, the Note Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of against the ABL First Lien Claimholders and the Note Second Lien Claimholders in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Second Lien Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the Grantors (in respect of the Collateral with the effect being that, that (i) to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Second Lien Claimholders), the ABL First Lien Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, interest before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priority, with such other Secured Parties Second Lien Claimholders and (ii) the Second Lien Claimholders hereby acknowledging acknowledge and agreeing agree to turn over to the respective other Secured Parties First Lien Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Lien Claimholders.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Secured Party Agent and the ABL Agent on behalf of the ABL Claimholders, acknowledge Secured Creditor acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents, the Cash Flow Collateral Documents and the Note Security Additional Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Cash Flow Obligations and Additional Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties, on the one hand, and the Note Claimholders Cash Flow Secured Parties and Additional Secured Parties, on the other hand, in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Secured Parties, the Cash Flow Secured Parties and the Note Claimholders any Additional Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims, Cash Flow Obligation claims and Note Obligations Additional Obligation claims against the Grantors Credit Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes the Cash Flow Facilities Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders Secured Parties or the Note ClaimholdersCash Flow Secured Parties and Additional Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses interest that is available from each pool of priority Priority Collateral for each of the ABL Claimholders Secured Parties, on the one hand, and the Note ClaimholdersCash Flow Secured Parties and Additional Secured Parties, respectivelyon the other hand, before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priorityParties, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes ABL Agent, on behalf each ABL Secured Party, and the Collateral Agent, on behalf of the each Note ClaimholdersClaimholder, acknowledges and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security Documents and Loan Documents, the Note Security Noteholder Documents constitute two separate and distinct grants of Liens, Liens and (b) because of, among other things, their differing rights in the Collateral, the Note Noteholder Obligations and the ABL Obligations are fundamentally different from the ABL Obligations each other and must be separately classified in any Plan plan of Reorganization reorganization or liquidation under the Bankruptcy Code (or other plan of similar effect under any Bankruptcy Law) proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Secured Parties and the Note Claimholders in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Agent, on behalf of the ABL Secured Parties, and the Collateral Agent, on behalf of each Note Claimholders Claimholder, hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Obligation claims and Note Obligations Noteholder Obligation claims against the Grantors (Company and the Grantors, with the effect being that, (i) to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority First Lien Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Agent on behalf of the Note Claimholders), the ABL Claimholders or Agent and the Note Claimholders, respectively, ABL Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses interest that is available from each pool the ABL First Lien Collateral (regardless of priority Collateral for each whether any such claims may or may not be allowed or allowable in whole or in part as against the Company or any of the ABL Claimholders and Guarantors in the Note Claimholders, respectively, applicable Insolvency Proceeding(s) pursuant to Section 506(b) of the Bankruptcy Code or otherwise) before any distribution is made in respect of the claims held by the other Secured Parties for whom Collateral Agent, the Note Claimholders from such Collateral is non-priorityABL First Lien Collateral, with such other Secured Parties the Collateral Agent, on behalf of the Note Claimholders, hereby acknowledging and agreeing to turn over to the respective other ABL Agent, for the benefit of the ABL Secured Parties Parties, amounts otherwise received or receivable by them from such ABL First Lien Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries of the Note Claimholders, and (ii) to the extent that the aggregate value of the Noteholder First Lien Collateral is sufficient (for this purpose ignoring all claims held by the ABL Agent on behalf of the ABL Secured Parties), the Collateral Agent, on behalf of the Note Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest that is available from the Noteholder First Lien Collateral (regardless of whether any such claims may or may not be allowed or allowable in whole or in part as against the Company or any of the Guarantors in the applicable Insolvency Proceeding(s) pursuant to Section 506(b) of the Bankruptcy Code or otherwise) before any distribution is made in respect of the claims held by the ABL Agent, on behalf of the ABL Secured Parties from such Noteholder First Lien Collateral, with the ABL Agent, on behalf of the ABL Secured Parties, hereby acknowledging and agreeing to turn over to the Collateral Agent, for the benefit of the Note Claimholders, amounts otherwise received or receivable by them from such Noteholder First Lien Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the ABL Secured Parties.

Separate Grants of Security and Separate Classification. The Each Notes Agent, on behalf of the Note its respective Notes Claimholders, and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: the respective grants of Liens pursuant to the ABL Security Documents and the Note respective Notes Security Documents constitute two five separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Note each class of Notes Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders and the Note any Notes Claimholders in respect of the Collateral constitute claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Notes Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and Note Notes Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority or lower priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note Term Loan Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Notes Claimholders, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priority or lower priority, with such other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Second Lien Claimholder acknowledges and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security Senior Lien Collateral Documents and the Note Security Second Lien Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Second Lien Obligations are fundamentally different from the ABL Senior Lien Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of against the ABL Senior Lien Claimholders and the Note Second Lien Claimholders in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Second Lien Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the Grantors Issuer and the Guarantors in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Second Lien Claimholders), the ABL Senior Lien Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, interest before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-prioritySecond Lien Claimholders, with such other Secured Parties the Second Lien Claimholders hereby acknowledging and agreeing to turn over to the respective other Secured Parties Senior Lien Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Lien Claimholders. For avoidance of doubt, the occurrence of the Second Lien Maturity Date shall not have any impact on the agreements of the parties hereto set forth in this Section 6.6.

Separate Grants of Security and Separate Classification. The Notes ABL Agent, on behalf of the Note ABL Claimholders, and the ABL Notes Agent on behalf of the ABL Notes Claimholders, acknowledge and intend that: the respective grants of Liens pursuant to the ABL Security Documents and the Note Security Notes Documents constitute two separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, such that the Note Notes Obligations and the ABL Obligations are fundamentally different from the ABL Obligations and and, in each case, must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Notes Claimholders and the Note Claimholders ABL Claimholders, in each case, in respect of the Collateral constitute claims in the same class (rather than at least two separate classes of senior and junior secured claimsclaims with the priorities described in Section 2.1), then the ABL Claimholders and the Note Notes Claimholders hereby acknowledge and agree that all distributions shall be made as if there were two separate classes of ABL Obligations and Note Notes Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority their Prior Lien Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Subordinated Lien Claimholders thereon), the ABL Prior Lien Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectivelytheir Prior Lien Collateral, before any distribution is made in respect of the claims held by the other Secured Parties for whom Subordinated Lien Obligations with respect to such Collateral is non-priorityCollateral, with such other Secured Parties hereby each Subordinated Lien Claimholder acknowledging and agreeing to turn over to the respective other Secured Parties Prior Lien Agent with respect to such Collateral amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries of the Subordinated Lien Obligations.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Second Priority Lenders and the ABL Agent on behalf of the ABL Claimholders, First Priority Lenders acknowledge and intend that: agree that (a) the grants of Liens pursuant to the ABL Security First Priority Collateral Documents and the Note Security Second Priority Collateral Documents constitute two separate and distinct grants of Liens, and (b) because of, among other things, their differing rights in the Common Collateral, the Note Obligations Second Priority Claims are fundamentally different from the ABL Obligations First Priority Claims and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of against the ABL Claimholders First Priority Lenders and the Note Claimholders Second Priority Lenders in respect of the Common Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then (i) the ABL Claimholders and the Note Claimholders Second Priority Lenders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the Grantors in respect of the First Priority Collateral (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes First Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Second Priority Lenders), the ABL Claimholders or the Note Claimholders, respectively, First Priority Lenders shall be entitled to receivereceive from the First Priority Collateral or proceeds thereof, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interestall interest accrued (or which would have, fees absent the commencement of an Insolvency or expenses that Liquidation Proceeding, accrued, whether or not such interest is available from each pool allowed in such Insolvency or Liquidation Proceeding) after the commencement of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, an Insolvency or Liquidation Proceeding before any distribution is made from the First Priority Collateral or proceeds thereof in respect of the claims held by the other Secured Parties for whom such Collateral is non-prioritySecond Priority Lenders, with such other Secured Parties the Second Priority Lenders hereby acknowledging and agreeing to turn over to the respective other Secured Parties First Priority Lenders amounts otherwise received or receivable by them from the First Priority Collateral or proceeds thereof to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Priority Lenders, and (ii) the First Priority Lenders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Second Priority Collateral (with the effect being that, to the extent that the aggregate recoveriesvalue of the Second Priority Collateral is sufficient (for this purpose ignoring all claims held by the First Priority Lenders), the Second Priority Lenders shall be entitled to receive from the Second Priority Collateral or proceeds thereof, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of all interest accrued (or which would have, absent the commencement of an Insolvency or Liquidation Proceeding, accrued, whether or not such interest is allowed in such Insolvency or Liquidation Proceeding) after the commencement of an Insolvency or Liquidation Proceeding before any distribution is made from the Second Priority Collateral or proceeds thereof in respect of the claims held by the First Priority Lenders, with the First Priority Lenders hereby acknowledging and agreeing to turn over to the Second INTERCREDITOR AGREEMENT BETWEEN CIT FINANCE LLC AND THE BANK OF NEW YORK MELLON/BROADVIEW NETWORKS HOLDINGS, INC AND SUBSIDIARIES Priority Lenders amounts otherwise received or receivable by them from the Second Priority Collateral or proceeds thereof to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the First Priority Lenders.

Separate Grants of Security and Separate Classification. The Notes Collateral Agent, the Grantors, the Revolver Agent on behalf of the Note Claimholderseach Revolver Lender, and the ABL Term Loan Agent on behalf of the ABL Claimholderseach Term Loan Lender, acknowledge and intend that: the grants of Liens pursuant to the ABL Security Documents and the Note Security Documents constitute two separate and distinct grants of Liens, and agree that because of, among other things, their differing rights in the CollateralCollateral and the Proceeds thereof, the Note Term Loan Obligations and the Revolver Obligations are fundamentally different from the ABL Obligations each other and must be separately classified in any Plan plan of Reorganization reorganization or liquidation under the Bankruptcy Code (or other plan of similar effect under any Bankruptcy Law) proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Revolver Lenders and the Note Claimholders Term Loan Lenders in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Grantors, the Collateral Agent, the Revolver Agent, on behalf of the Revolver Lenders, and the Note Claimholders Term Loan Agent, on behalf of the Term Loan Lenders, hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations Revolver Obligation claims and Note Obligations Term Loan Obligation claims against the Grantors (and any other Grantors, with the effect being that, (i) to the extent that the aggregate value of the ABL Priority Collateral or Notes Revolver Priority Collateral is sufficient (for this purpose ignoring all claims held by sufficient, the other Revolver Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses interest that is available from each pool the Revolver Priority Collateral (regardless of priority Collateral for each whether any such claims may or may not be allowed or allowable in whole or in part as against the Grantors in the applicable Insolvency Proceeding(s) pursuant to Section 506(b) of the ABL Claimholders and the Note Claimholders, respectively, Bankruptcy Code or otherwise) before any distribution is made in respect of the claims held by the other Term Loan Secured Parties for whom from such Collateral is non-priorityRevolver Priority Collateral, with such other the Collateral Agent, on behalf of the Term Loan Secured Parties Parties, hereby acknowledging and agreeing to turn over to the respective other Secured Parties Revolver Agent, for the benefit of the Revolver Lenders, amounts otherwise received or receivable by them from such Revolver Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries of the Term Loan Secured Parties, and (ii) to the extent that the aggregate value of the Term Loan Priority Collateral is sufficient, the Term Loan Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest 41 that is available from the Term Loan Priority Collateral (regardless of whether any such claims may or may not be allowed or allowable in whole or in part as against the Company or any of the Guarantors in the applicable Insolvency Proceeding(s) pursuant to Section 506(b) of the Bankruptcy Code or otherwise) before any distribution is made in respect of the claims held by the Revolver Secured Parties from such Term Loan Priority Collateral, with the Collateral Agent, on behalf of the Revolver Secured Parties, hereby acknowledging and agreeing to turn over to the Term Loan Agent, for its own account and for the benefit of the Term Loan Lenders, amounts otherwise received or receivable by them from such Term Loan Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the Revolver Secured Parties.

Separate Grants of Security and Separate Classification. The Notes Each of the Revolving Collateral Agent, for itself and on behalf of the Note ClaimholdersRevolving Secured Parties, and the ABL Agent Term Collateral Agent, for itself and on behalf of the ABL ClaimholdersTerm Secured Parties, acknowledge acknowledges and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security Revolving Collateral Documents and the Note Security Term Collateral Documents constitute two separate and distinct grants of Liens, ; and (b) because of, among other things, their differing rights in the ABL Collateral, the Note Revolving Obligations and the Term Obligations are fundamentally different from the ABL Obligations one another and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation ProceedingProceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate amount of (and accrued interest, fees and expenses under) the Revolving Obligations and Term Obligations). To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Revolving Secured Parties and the Note Claimholders Term Secured Parties or any of them in respect of the any ABL Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then each of the ABL Claimholders parties hereto hereby acknowledges and the Note Claimholders hereby acknowledge agrees that, subject to Sections 2.1 and agree that 4.1, all distributions shall be made as if there were separate classes of ABL Obligations and Note Obligations secured claims against the Grantors in respect of such ABL Collateral (with the effect being that, to the extent that the aggregate value of the such ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Term Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders or the Note Claimholders, respectively, Revolving Secured Parties shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees including any additional interest payable pursuant to the applicable Revolving Documents arising from or expenses that related to a default, which is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, disallowed as a claim in any Insolvency or Liquidation Proceeding before any distribution in respect of ABL Collateral is made in respect of the claims held by the other Term Secured Parties for whom such Collateral is non-priorityParties, with such other the Term Collateral Agent, for itself and on behalf of the Term Secured Parties Parties, hereby acknowledging and agreeing to turn over to the respective other Revolving Collateral Agent, for itself and on behalf of the Revolving Secured Parties Parties, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentencesentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Term Secured Parties.

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Each Second Lien Creditor acknowledges and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security First Lien Documents and the Note Security Second Lien Documents constitute two separate and distinct grants of Liens, Liens and (b) because of, among other things, of their differing rights in the Collateral, the Note Obligations Second Lien Secured Claims are fundamentally different from the ABL Obligations First Lien Secured Claims and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent Each of the parties First Lien Creditors and Second Lien Creditors agree that, without the written consent of the other, they shall not seek to vote with the other as provided a single class in connection with any plan of reorganization or otherwise be treated as the immediately preceding sentencesame class of creditors in any Insolvency Proceeding and shall not oppose any pleading or motion by the other for the First Lien Creditors and the Second Lien Creditors to be treated as separate classes of creditors. Notwithstanding the foregoing, if it is held that the claims Secured Claims of the ABL Claimholders First Lien Creditors and the Note Claimholders Second Lien Creditors in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Claimholders Second Lien Creditors hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the Grantors (Obligors in respect of the Collateral, with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by exceeds the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2)amount of the First Lien Obligations, the ABL Claimholders or the Note Claimholders, respectively, First Lien Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each and fees, costs and charges incurred subsequent to the commencement of the ABL Claimholders and the Note Claimholders, respectively, applicable Insolvency Proceeding before any distribution is made in respect of any of the claims held by the other Secured Parties for whom such Collateral is non-priority, with such other Secured Parties Second Lien Creditors. The Second Lien Creditors hereby acknowledging acknowledge and agreeing agree to turn over to the respective other Secured Parties First Lien Creditors amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Lien Creditors.

Separate Grants of Security and Separate Classification. The Notes Each First Lien Agent, on behalf of the Note their respective First Lien Claimholders, and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: the grants of Liens pursuant to the ABL Security Documents and the Note First Lien Security Documents constitute two or more separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Note First Lien Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders and the Note First Lien Claimholders in respect of the Collateral constitute claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note First Lien Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and Note First Lien Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note First Lien Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note First Lien Claimholders, respectively, before any distribution is made from the applicable pool of priority Collateral in respect of the claims held by the other Secured Parties for whom such Collateral is non-priority, with such other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them from the applicable pool of priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Each Second Lien Debt Trustee and the Security Agent, for itself and on behalf of the Note Claimholderseach other Second Lien Debt Creditor represented by it, and each Senior Secured Representative and the ABL Agent Security Agent, for itself and on behalf of the ABL Claimholderseach other Senior Secured Creditor represented by it, acknowledge acknowledges and intend that: the grants of Liens pursuant to the ABL Security Documents and the Note Security Documents constitute two separate and distinct grants of Liens, and agrees that because of, among other things, their differing rights in the Collateral, the Note Second Lien Debt Obligations are fundamentally different from the ABL Senior Secured Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Senior Secured Creditors and the Note Claimholders Second Lien Debt Creditors in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then each of the ABL Claimholders parties hereto hereby acknowledges and the Note Claimholders hereby acknowledge and agree agrees that all distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the Grantors Debtors in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Second Lien Debt Creditors), the ABL Claimholders or the Note Claimholders, respectively, Senior Secured Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of postPost-petition interestPetition Interest (including any additional interest payable pursuant to the Senior Secured Documents, fees arising from or expenses that related to a default, which is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, disallowed as a claim in any Insolvency Proceeding) before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-prioritySecond Lien Debt Creditors with respect to the Collateral, with such each Second Lien Debt Trustee and the Security Agent, for itself and on behalf of each other Secured Parties Second Lien Debt Creditor represented by it, hereby acknowledging and agreeing to turn over to the respective Security Agent, for itself and on behalf of each other Senior Secured Parties amounts Creditor, Collateral or proceeds of Collateral otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Lien Debt Creditors).

Separate Grants of Security and Separate Classification. The Notes Note Agent, on behalf of the Note Claimholders, and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: the grants of Liens pursuant to the ABL Security Documents and the Note Security Documents constitute two separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Note Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders and the Note Claimholders in respect of the Collateral constitute claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and Note Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Note Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priority, with such other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.recoveries.‌

Separate Grants of Security and Separate Classification. The Notes Revolving and Term Loan Administrative Agent, for itself and on behalf of the Note Revolving and Term Loan Claimholders, and the ABL Senior Administrative Agent for itself and on behalf of the ABL Senior Claimholders, acknowledge acknowledges and intend agrees that: (a) the grants of Liens pursuant to the ABL Security Senior Collateral Documents and the Note Security Revolving and Term Loan Collateral Documents constitute two separate and distinct grants of Liens; (b) the Senior Obligations include all interest, fees, and expenses that accrue after the commencement of any Insolvency or Liquidation Proceeding of any Obligor at the rate provided for in the Senior Loan Documents governing the same, whether or not a claim for Post-Petition Interest, fees, or expenses is allowed or allowable in any such Insolvency or Liquidation Proceeding; and (c) because of, among other things, their differing rights in the Collateral, the Note Revolving and Term Loan Obligations are fundamentally different from the ABL Senior Obligations and must be separately classified in any Plan proposal, plan of Reorganization reorganization or similar dispositive restructuring plan proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Senior Claimholders and the Note Revolving and Term Loan Claimholders in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then each of the ABL Claimholders parties hereto hereby acknowledges and the Note Claimholders hereby acknowledge agrees that, subject to Sections 2.1 and agree that 4.1, all distributions shall be made as if there were separate classes of ABL Obligations and Note Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priority, with such other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.senior and

Separate Grants of Security and Separate Classification. The Notes Agent, on behalf of the Note Claimholders, Second Lien Agent and the ABL Agent on behalf of the ABL Claimholders, acknowledge each Second Priority Lender acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the ABL Security First Priority Documents and the Note Security Second Priority Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note Obligations Second Priority Claims are fundamentally different from the ABL Obligations First Priority Claims and must should be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed adopted in any case under the Bankruptcy Code or any other Insolvency or Liquidation Proceeding (or approved) in an including, without limitation, for purposes of Section 1122 of the Bankruptcy Code). In any Insolvency or Liquidation Proceeding, neither the Second Lien Agent nor the Second Priority Lenders will make any assertion to the contrary or object to the assertion that the claims and interests of the First Priority Lenders under the First Priority Documents are substantially different from the claims of the Second Priority Lenders under the Second Priority Documents. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of against the ABL Claimholders First Priority Lenders and the Note Claimholders Second Priority Lenders in respect of the Common Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Claimholders Second Lien Agent and the Note Claimholders each Second Priority Lender hereby acknowledge acknowledges and agree agrees that all distributions shall be made as if there were separate classes of ABL Obligations senior and Note Obligations junior secured claims against the Grantors in respect of the Common Collateral (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Common Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Second Priority Lenders), the ABL Claimholders or the Note Claimholders, respectively, First Priority Lenders shall be receive all amounts they are entitled to receivepursuant to the terms of this Agreement, in addition to amounts distributed to them in respect of principalthe First Priority Documents, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, applicable law before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-prioritySecond Priority Lenders, with such other Secured Parties the Second Lien Agent and each Second Priority Lender hereby acknowledging and agreeing to turn over to the respective other Secured Parties First Priority Lenders amounts otherwise received or receivable by them (other than with respect to permitted payments on the Second Priority Claims properly made and/or received and retained according to the terms hereof) to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Priority Lenders.

Separate Grants of Security and Separate Classification. The Notes Each DIP Term Lender, the DIP Term Agent, on behalf of the Note Claimholders, each DIP ABL Lender and the DIP ABL Agent on behalf of the ABL Claimholders, acknowledge acknowledges and intend that: agrees that (i) the grants of Liens pursuant to the DIP ABL Security Documents and the Note DIP Term Security Documents constitute two separate and distinct grants of Liens, Liens and (ii) because of, among other things, their differing rights in the Collateral, the Note DIP Term Obligations are fundamentally different from the DIP ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the DIP ABL Claimholders Secured Parties and the Note Claimholders DIP Term Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior and junior secured claims), then the DIP ABL Claimholders Secured Parties and the Note Claimholders DIP Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of DIP ABL Obligations Obligation claims and Note Obligations DIP Term Obligation claims against the Grantors Credit Parties (with the effect being that, to the extent that the aggregate value of the DIP ABL Priority Collateral or Notes DIP Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the DIP ABL Claimholders Secured Parties or the Note ClaimholdersDIP Term Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses interest that is available from each pool of priority Priority Collateral for each of the DIP ABL Claimholders Secured Parties and the Note ClaimholdersDIP Term Secured Parties, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priorityParties, with such the other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Revolving Agent, on behalf of the Note Revolving Claimholders, and the ABL Agent Notes Collateral Agent, on behalf of the ABL Notes Claimholders, acknowledge and intend that: the respective grants of Liens pursuant to the ABL Security Revolving Collateral Documents and the Note Security Notes Collateral Documents constitute two separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, Collateral (i) the Note Notes Obligations are fundamentally different from the ABL Revolving Obligations and and, (ii) the Revolving Obligations are fundamentally different from the Notes Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Revolving Claimholders and the Note Notes Claimholders in respect of the Collateral constitute claims in the same class (rather than at least two separate classes of senior and junior secured claimsclaims with the priorities described in Section 2.1), then the ABL Revolving Claimholders and the Note Notes Claimholders hereby acknowledge and agree that all distributions shall be made as if there were two separate classes of ABL Revolving Obligations and Note Notes Obligations against the Grantors (with the effect being that, to the extent that (i) the aggregate value of the ABL Priority Collateral or Notes Revolving Claimholders’ Revolving Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Notes Claimholders thereon), the ABL Revolving Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectivelytheir Revolving Priority Collateral, before any distribution is made in respect of the claims held by the other Secured Parties for whom Notes Obligations with respect to such Collateral is non-priorityCollateral, with such other Secured Parties hereby each Notes Claimholder acknowledging and agreeing to turn over to the respective other Secured Parties Revolving Agent with respect to such Collateral amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries of the Notes Obligations and (ii) the aggregate value of the Notes Claimholders’ Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Claimholders thereon), the Notes Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from their Notes Priority Collateral, before any distribution is made in respect of the Revolving Obligations with respect to such Collateral, with each Revolving Claimholder acknowledging and agreeing to turn over to the Notes Collateral Agent with respect to such Collateral amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the Revolving Obligations).

Separate Grants of Security and Separate Classification. The Notes Each of the First Lien Administrative Agent, on behalf of the Note ClaimholdersFirst Lien Secured Parties, and the ABL Second Lien Administrative Agent on behalf of the ABL ClaimholdersSecond Lien Secured Parties, acknowledge acknowledges and intend that: agrees that (a) the grants of Liens pursuant to the ABL Security First Lien Loan Documents and the Note Security Second Lien Loan Documents constitute two separate and distinct grants of Liens, Liens and (b) because of, among other things, their differing rights in the Collateral, the Note First Lien Obligations and the Second Lien Obligations are fundamentally different from the ABL Obligations each other and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of against the ABL Claimholders and the Note Claimholders Secured Parties in respect of the Collateral constitute claims in the same class only one secured claim (rather than separate classes of first lien and second lien senior and junior secured claims), then the ABL Claimholders Second Lien Administrative Agent, for itself and on behalf of the Note Claimholders other Second Lien Secured Parties, hereby acknowledge acknowledges and agree agrees that all distributions shall be made as if there were separate classes of ABL Obligations first lien and Note Obligations second lien senior secured claims against the Company and/or other Grantors (in respect of the Collateral with the effect being that, that (i) to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Second Lien Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders or the Note Claimholders, respectively, First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees interest (whether at the Default Rate (as defined in the First Lien Credit Agreement) or expenses that is available from each pool of priority Collateral for each of otherwise in accordance with the ABL Claimholders and the Note Claimholders, respectively, First Lien Credit Agreement) before any distribution is made in respect of the claims held by the other Second Lien Secured Parties, and (ii) each Second Lien Secured Party shall hold in trust for the benefit of the First Lien Secured Parties for whom such Collateral is non-priority, with such other Secured Parties hereby acknowledging and agreeing to forthwith turn over to the respective other First Lien Administrative Agent for the benefit of the First Lien Secured Parties amounts otherwise received or receivable by them such Second Lien Secured Party to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Lien Secured Parties.

Separate Grants of Security and Separate Classification. The Notes Each First Lien Agent, on behalf of the Note their respective First Lien Claimholders, and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that: the grants of Liens pursuant to the ABL Table of Contents Security Documents and the Note First Lien Security Documents constitute two or more separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Note First Lien Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders and the Note First Lien Claimholders in respect of the Collateral constitute claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note First Lien Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and Note First Lien Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 2.01 and Section 2.22.02), the ABL Claimholders or the Note First Lien Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note First Lien Claimholders, respectively, before any distribution is made from the applicable pool of priority Collateral in respect of the claims held by the other Secured Parties for whom such Collateral is non-priority, with such other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them from the applicable pool of priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Separate Grants of Security and Separate Classification. The Notes Each of the ABL Agent, on behalf of the Note Claimholders, itself and the ABL Agent Secured Parties and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, acknowledges and agrees that (i) the grant of Liens on the Common Collateral securing the ABL Claimholders, acknowledge and intend that: the grants of Liens pursuant to the ABL Security Documents and the Note Security Documents constitute two Secured Obligations constitutes a separate and distinct grants grant of LiensLiens from the grant of Liens on the Common Collateral securing the Term Loan Secured Obligations, and (ii) because of, among other things, their differing rights in the Common Collateral, each of the Note ABL Secured Obligations, and Term Loan Secured Obligations are is fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation ProceedingProceeding and (iii) it will object to, and not vote in favor of, any plan of reorganization that does not separately classify the ABL Secured Obligations and the Term Loan Secured Obligations. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held a court of competent jurisdiction holds that the claims of the ABL Claimholders First Priority Secured Parties and the Note Claimholders claims held by the Second Priority Secured Parties in respect of the Common Collateral constitute claims in the same class only one secured claim (rather than separate classes of senior first and junior second priority secured claims), then the ABL Claimholders and the Note Claimholders Second Priority Secured Parties hereby acknowledge and agree that all distributions in respect of Common Collateral shall be made as if there were separate classes of ABL Obligations first and Note Obligations second secured claims against the relevant Grantors in respect of the Common Collateral (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Common Collateral is sufficient (for this purpose ignoring all claims held by the other Second Priority Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders or the Note Claimholders, respectively, First Priority Secured Parties shall be entitled to receive, in addition to amounts distributed distributions to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest, fees or expenses that is available from each pool of priority Collateral for each of Petition Interest (at the ABL Claimholders and the Note Claimholders, respectively, applicable non-default rate) before any distribution in respect of Common Collateral is made in respect of the claims held by the other Second Priority Secured Parties for whom such Collateral is non-priorityParties), with such other the Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the respective other First Priority Secured Parties amounts distributions otherwise received or receivable by them in respect of the Common Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Priority Secured Parties with respect to the Common Collateral.

Separate Grants of Security and Separate Classification. The Notes ABL Agent, on behalf of itself and the Note ClaimholdersABL Secured Parties, and the ABL Agent LC Agent, on behalf of itself and the LC Secured Parties, acknowledges and agrees that (i) the grant of Liens on the Common Collateral securing the ABL Claimholders, acknowledge and intend that: the grants of Liens pursuant to the ABL Security Documents and the Note Security Documents constitute two Secured Obligations constitutes a separate and distinct grants grant of Liens, Liens from the grant of Liens on such Common Collateral securing the LC Secured Obligations and (ii) because of, among other things, their differing rights in the such Common Collateral, each of the Note ABL Secured Obligations are and LC Secured Obligations is fundamentally different from the ABL Obligations and must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held a court of competent jurisdiction holds that the claims of the ABL Claimholders and Secured Parties and/or the Note Claimholders claims of LC Secured Parties in respect of the any Type of Common Collateral constitute claims in the same class more than one secured claim (rather than separate classes of senior first, second and junior third priority secured claims), then the ABL Claimholders and the Note Claimholders Secured Parties in respect of such Common Collateral hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations first and Note Obligations second priority secured claims against the relevant Grantors in respect of such Common Collateral (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority such Common Collateral is sufficient (for this purpose ignoring all claims held by the other Second Priority Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2Parties), the ABL Claimholders or the Note Claimholders, respectively, First Priority Secured Parties with respect to such Common Collateral shall be entitled to receive, in addition to amounts distributed distributions to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest, fees or expenses that is available from each pool of priority Collateral for each of Petition Interest (at the ABL Claimholders and the Note Claimholders, respectively, applicable non-default rate) before any distribution is made in respect of the claims held by the other Second Priority Secured Parties), with the Second Priority Secured Parties for whom with respect to such Common Collateral is non-priority, with such other Secured Parties hereby acknowledging and agreeing to turn over to the respective other First Priority Secured Parties amounts with respect to such Common Collateral distributions otherwise received or receivable by them in respect of such Common Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Priority Secured Parties with respect to such Common Collateral.