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

Separate Grants of Security and Separate Classification. The New First Lien Collateral Agent, each New First Lien Secured Party, each ABL Secured Party and the ABL Collateral Agent each acknowledge and agree that (i) the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Security Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Obligation claims against the Grantors (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured Parties), the 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 at the relevant contract rate, before any distribution is made in respect of the claims held by the New First Lien Secured Parties from such Common Collateral), with the New First Lien Secured Parties hereby acknowledging and agreeing to turn over to the 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 New First Lien Collateral Agent, each New First Lien Each Secured Party, each ABL Secured Party Creditor acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (ia) the grants of Liens pursuant to the ABL Security Term Loan Credit Documents on the one hand and the New First Lien Security Revolving Credit Documents on and the other hand Existing Notes Documents constitute three separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, of their differing rights in the Common Collateral, the New First Lien Obligations Revolving Credit Secured Claims, the Term Loan Secured Claims and the Existing Notes Secured Claims are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent No Term Loan Creditor shall seek in any Insolvency Proceeding to be treated as part of the parties same class of creditors as provided the Revolving Creditors or the Existing Notes Creditors or shall oppose any pleading or motion for the Revolving Creditors, the Existing Notes Creditors and the Term Loan Creditors to be treated as separate classes of creditors. No Revolving Creditor shall seek in any Insolvency Proceeding to be treated as part of the immediately preceding sentencesame class of creditors as the Term Loan Creditors or the Existing Notes Creditors or shall oppose any pleading or motion for the Revolving Creditors, the Existing Notes Creditors and the Term Loan Creditors to be treated as separate classes of creditors. No Existing Notes Creditor shall seek in any Insolvency Proceeding to be treated as part of the same class of creditors as the Revolving Creditors or the Term Loan Creditors or shall oppose any pleading or motion for the Revolving Creditors, the Existing Notes Creditors and the Term Loan Creditors to be treated as separate classes of creditors. Notwithstanding the foregoing, if it is held that the claims of Revolving Credit Secured Claims and/or the ABL Existing Notes Secured Parties and any New First Lien Claims and/or the Term Loan Secured Parties Claims in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Secured Parties Creditors hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Obligation secured claims against the Grantors (Company and the other Obligors in respect of the Collateral, with the effect being that, to the extent that the aggregate value of the Common Priority Collateral is sufficient (for this purpose ignoring all claims held by exceeds the New First Lien Secured Parties)amount of the Priority Obligations, the ABL Priority Secured Parties Creditors as to such Priority Collateral shall be entitled to receivereceive to the extent of such excess, 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 at interest, and fees, costs and charges incurred subsequent to the relevant contract ratecommencement of the applicable Insolvency Proceeding to the extent constituting Revolving Credit Obligations or Term Loan Obligations, as applicable, in accordance with the other provisions hereof before any distribution from such Priority Collateral is made in respect of any of the claims held by the New First Lien Junior Secured Parties from Creditors as to such Common Collateral), with the New First Lien Secured Parties hereby acknowledging and agreeing to turn over to the 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 New First Lien Collateral Agent, each New First Lien Secured Party, each ABL Each Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (ia) the grants of Liens pursuant to the ABL Security Working Capital Facility Documents on the one hand and the New First Lien Security Interim Notes Documents on and the other hand Pari Passu Indebtedness Documents and the Existing Notes Documents constitute four separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, of their differing rights in the Common Collateral, the New First Lien 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 of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate , and none of them shall seek in any Insolvency Proceeding to have the intent 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, 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 Secured Parties and any New First Lien Secured Parties Working Capital Facility Indebtedness, the Interim Notes Indebtedness, the Pari Passu Indebtedness and/or the Existing Notes Indebtedness in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claimsclaims as provided herein), then the ABL Secured Parties and the New First Lien Secured Parties hereby acknowledge and agree that all distributions on Collateral securing the applicable components of such secured claim shall be made as if there were separate classes of ABL Obligation claims and New First Lien Obligation secured claims against the Grantors (with Company and the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured Parties), the ABL Secured Parties shall be entitled to receive, in addition to amounts distributed to them other Obligors in respect of principal, pre-petition interest and other claimssuch Collateral, all amounts owing in respect of post-petition interest at the relevant contract rate, before any distribution is made in respect of the claims held by the New First Lien Secured Parties from such Common Collateral), accordance with the New First Lien Secured Parties hereby acknowledging and agreeing to turn over to the 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 recoveriespriority set forth in Section 4.1 hereof.

Separate Grants of Security and Separate Classification. The New First Lien Each of the US Revolving Credit Collateral Agent, each New First Lien Secured PartyRevolving Credit Claimholders, each ABL Secured Party and the ABL Notes Collateral Agent each acknowledge and agree Notes Claimholders acknowledges and agrees that (ia) the grants of Liens pursuant to the ABL Security Revolving Credit Collateral Documents on the one hand and the New First Lien Security Notes Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Lien Revolving Credit Obligations and the Notes Obligations are fundamentally different from the ABL Obligations one another and must be separately classified in any plan of reorganization proposed or 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 Secured Parties Revolving Credit Claimholders and any New First Lien Secured Parties the Notes Claimholders in respect of the Common Revolving Credit Primary Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Obligation claims against the Grantors (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured Parties), the ABL Secured Parties Revolving Credit Claimholders shall be entitled to receive, in addition to amounts distributed to them from, or in respect of of, the Revolving Credit Primary Collateral with respect to principal, pre-petition interest and other claims, all amounts owing in with respect of to post-petition interest at the relevant contract rateinterest, fees, costs, and other charges, irrespective of whether a claim for such amounts is allowed or allowable in any such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any such Revolving Credit Primary Collateral is made in respect of the claims held by the New First Lien Secured Parties from such Common Collateral)Notes Claimholders, with the New First Lien Secured Parties Notes Claimholders hereby acknowledging and agreeing to turn over to the ABL Secured Parties 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 recoveriesclaim or recovery of the Notes Claimholders.

Separate Grants of Security and Separate Classification. The New First Lien Collateral Notes Agent, each New First Lien Secured Partyon behalf of the Note Claimholders, each ABL Secured Party and the ABL Collateral Agent each on behalf of the ABL Claimholders, acknowledge and agree that (i) intend that: the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Note Security Documents on the other hand constitute two separate and distinct grants of Liens Liens, and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Note Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan Plan of reorganization Reorganization proposed or adopted 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 Secured Parties Claimholders and any New First Lien Secured Parties the Note Claimholders in respect of the Common Collateral constitute only one secured claim claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties Claimholders and the New First Lien Secured Parties Note Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims Obligations and New First Lien Obligation claims Note Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured PartiesParties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Secured Parties 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 at interest, fees or expenses that is available from each pool of priority Collateral for each of the relevant contract rateABL Claimholders and the Note Claimholders, respectively, before any distribution is made in respect of the claims held by the New First Lien other Secured Parties from for whom such Common Collateral)Collateral is non-priority, with the New First Lien such other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Each Senior Lien Collateral Agent, each New First Lien Secured Party, each ABL Secured Party and the ABL Collateral Agent each acknowledge Junior Lien Secured Party acknowledges and agree agrees that (ia) the grants of Liens pursuant to the ABL Security Senior Lien Collateral Documents on the one hand and the New First Junior Lien Security Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Senior Lien Obligations are fundamentally different from the ABL Junior Lien Obligations and must be separately classified in any plan of reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or adopted in an Insolvency 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 Secured Parties and any New First the Junior Lien Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Senior Lien Secured Parties and the New First Junior Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Senior Lien Obligation claims and New First Junior Lien Obligation claims against the Grantors (Credit Parties, with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Junior Lien Secured Parties), the ABL Senior 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 at interest, fees and expenses that is available from the relevant contract rate, Collateral for Senior Lien Secured Parties before any distribution is made in respect of the claims held by the New First Junior Lien Secured Parties from such Common Collateral), with the New First Junior Lien Secured Parties hereby acknowledging and agreeing to turn over to the ABL Senior 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 New First Lien Collateral Each of the ABL Agent, each New First Lien Secured Party, each ABL Secured Party on behalf of itself and the ABL Collateral Agent each acknowledge Secured Parties, the New Money Term Loan Agent, on behalf of itself and agree the New Money Term Loan Secured Parties, and the Junior Term Loan Agent, on behalf of itself and the Junior Term Loan Secured Parties, acknowledges and agrees that (i) the grants grant of Liens pursuant to on the Common Collateral securing the ABL Security Documents on the one hand and the New First Lien Security Documents on the other hand constitute Secured Obligations constitutes a separate and distinct grants grant of Liens and from the grant of Liens on such Common Collateral securing the New First Lien Money Term Loan Secured Parties’ claims against Obligations and from the Company and/or any Grantor in respect grant of Liens on such Common Collateral constitute junior claims separate and apart (and of a different class) from securing the senior claims of the ABL Junior Term Loan Secured Parties against the Company and the Grantors in respect of Common Collateral and Obligations, (ii) because of, among other things, their differing rights in the such Common Collateral, each of the ABL Secured Obligations, New First Lien Money Term Loan Secured Obligations are and Junior Term Loan Secured Obligations is fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization proposed or adopted confirmed in an Insolvency 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, the New Money Term Loan Secured Obligations and the Junior 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 First Priority Secured Parties, the claims held by the Second Priority Secured Parties and any New First Lien the claims held by the Third Priority Secured Parties in respect of the any Type of Common Collateral constitute only one secured claim (rather than separate classes of senior first, second and junior third priority secured claims), then the ABL Second Priority Secured Parties and the New First Lien Third Priority 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 Obligation claims first, second and New First Lien Obligation third 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 such Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Second Priority Secured Parties and the Third Priority Secured Parties), the ABL 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 Petition Interest (at the relevant contract applicable non-default rate, ) before any distribution is made in respect of the claims held by the New First Lien Second Priority Secured Parties from and the Third Priority Secured Parties with respect to such Common Collateral), with the New First Lien Second Priority Secured Parties and the Third Priority Secured Parties with respect to such Common Collateral hereby acknowledging and agreeing to turn over to the ABL 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 and/or the Third Priority Secured Parties with respect to such Common Collateral.

Separate Grants of Security and Separate Classification. The New First Lien CF Collateral Agent, each New First Lien CF Secured Party, each ABL Secured Party and the ABL Collateral Agent each acknowledge and agree that (i) the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien CF Security Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien CF Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Intercreditor Collateral and (ii) because of, among other things, their differing rights in the Common Intercreditor Collateral, the New First Lien CF Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien CF Secured Parties in respect of the Common Intercreditor Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien 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 Obligation claims and New First Lien CF Obligation claims against the Grantors (with the effect being that, to the extent that the aggregate value of the Common Intercreditor Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien CF Secured Parties), the 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 at the relevant contract rate, before any distribution is made in respect of the claims held by the New First Lien CF Secured Parties from such Common Intercreditor Collateral), with the New First Lien CF Secured Parties hereby acknowledging and agreeing to turn over to the 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 New First Lien Collateral AgentBorrowers and all other Grantors, each New First Lien Secured Party, each ABL Secured Party the Administrative Agent and the ABL Collateral Agent each Secured Parties agree and acknowledge and agree that (i) the grants of Liens pursuant to the ABL Security Documents Revolving Secured Parties on the one hand hand, and the New First Lien Security Documents Non-Revolving Secured Parties on the other hand hand, pursuant to this Agreement constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing respective rights in the Common CollateralPledged Collateral or all other collateral, the New First Lien Non-Revolving Obligations are fundamentally different from the ABL Revolving Obligations and must be separately classified in any plan of reorganization proposed or 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 Revolving Secured Parties and any New First Lien Non-Revolving Secured Parties in respect of the Common Pledged Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Obligation claims against the Grantors (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured Parties), the ABL Revolving Secured Parties 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 at the relevant contract rateinterest, fees, costs, expenses, premiums, and other charges, irrespective of whether a claim for such amounts is allowed or allowable 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 New First Lien Non-Revolving Secured Parties from such Common CollateralParties), with the New First Lien Non- Revolving Secured Parties Parties’ hereby acknowledging and agreeing to turn over hold in trust and promptly transfer to the ABL 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 New Each First Lien Collateral Agent, each New on behalf of their respective First Lien Secured PartyClaimholders, each ABL Secured Party and the ABL Collateral Agent each on behalf of the ABL Claimholders, acknowledge and agree that (i) intend that: the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Security Documents on the other hand constitute two or more separate and distinct grants of Liens Liens, and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan Plan of reorganization Reorganization proposed or adopted 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 Secured Parties Claimholders and any New the First Lien Secured Parties Claimholders in respect of the Common Collateral constitute only one secured claim claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties Claimholders and the New First Lien Secured Parties Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims Obligations and New First Lien Obligation claims Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured PartiesParties for whom such Collateral is non-priority in accordance with Section 2.01 and Section 2.02), the ABL Secured Parties Claimholders or the 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 at interest, fees or expenses that is available from each pool of priority Collateral for each of the relevant contract rateABL Claimholders and the First Lien Claimholders, respectively, before any distribution is made from the applicable pool of priority Collateral in respect of the claims held by the New First Lien other Secured Parties from for whom such Common Collateral)Collateral is non-priority, with the New First Lien such other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Secured Party, each ABL Each Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Senior Priority Security Documents on the one hand and the New First Lien Junior Priority Security Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Senior Priority Obligations are fundamentally different from the ABL Junior Priority Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Priority Secured Parties Parties, on the one hand, and any New First Lien the Junior Priority Secured Parties Parties, on the other hand, in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Senior Priority Obligation claims and New First Lien Junior Priority Obligation claims against the Grantors (Credit Parties, with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Junior Priority Secured Parties), the ABL Senior Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition prepetition interest and other claims, all amounts owing in respect of post-petition postpetition interest at that is available from the relevant contract rateCollateral for each of the Senior Priority Secured Parties, before any distribution is made in respect of the claims held by the New First Lien Junior Priority Secured Parties from such Common Collateral)Parties, with the New First Lien Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the ABL Senior 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 recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, on behalf of itself and the Additional Credit Facility Secured Parties represented thereby, and any other Agent, on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Credit Facility Secured Parties.

Separate Grants of Security and Separate Classification. The New First Lien Collateral Notes Agent, each New First Lien Secured Partyon behalf of the Note Claimholders, each ABL Secured Party and the ABL Collateral Agent each on behalf of the ABL Claimholders, acknowledge and agree that (i) intend that: the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Note Security Documents on the other hand constitute two separate and distinct grants of Liens Liens, and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Note Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan Plan of reorganization Reorganization proposed or adopted 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 Secured Parties Claimholders and any New First Lien Secured Parties the Note Claimholders in respect of the Common Collateral constitute only one secured claim claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties Claimholders and the New First Lien Secured Parties Note Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims Obligations and New First Lien Obligation claims Note Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Note Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured PartiesParties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Secured Parties 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 at interest, fees or expenses that is available from each pool of priority Collateral for each of the relevant contract rateABL Claimholders and the Note Claimholders, respectively, before any distribution is made in respect of the claims held by the New First Lien other Secured Parties from for whom such Common Collateral)Collateral is non-priority, with the New First Lien such other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Each Term Secured Party, Party and each ABL Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents on the one hand and the New First Lien Security Term Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien the Term Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Term Obligation claims against the Grantors (Credit Parties, with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Term Priority Collateral, as applicable, is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties or the 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 at that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties and the Term Secured Parties, respectively, before any distribution is made in respect of the claims held by the New First Lien other Secured Parties from such Common Collateral), with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New Each of the First Lien Collateral Administrative Agent, each New on behalf of the First Lien Secured Party, each ABL Secured Party Parties and the ABL Collateral Second Lien Administrative Agent each acknowledge on behalf of the Second Lien Secured Parties, acknowledges and agree agrees that (ia) the grants of Liens pursuant to the ABL Security First Lien Loan Documents on the one hand and the New First Second Lien Security Loan Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien Secured Parties Lenders and Second Lien Lenders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of first lien and second lien senior and junior secured claims), then the ABL Secured Parties and the New First Second Lien Secured Parties Lenders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims first lien and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Second Lien Secured PartiesLenders), the ABL Secured Parties 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 at the relevant contract rate, before any distribution is made in respect of the claims held by the New First Second Lien Secured Parties from such Common Collateral), with Lenders and (ii) the New First Second Lien Secured Parties Lenders hereby acknowledging acknowledge and agreeing agree to turn over to the ABL 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 New Each of the Company and the other Pledgors; the First Lien Collateral Agent, each New Agent and all other First Lien Secured Party, each ABL Secured Party Parties; and the ABL Collateral Second Lien Agent each acknowledge and agree all other Second Lien Secured Parties acknowledges and agrees that (i) the grants of Liens pursuant to the ABL Security First Lien Collateral Documents on the one hand and the New First Second Lien Security Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First 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 adopted confirmed 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 First Lien Secured Parties and any New First the Second Lien Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Obligation claims against the Grantors (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured Parties), the ABL Secured Parties 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 interest at the relevant contract ratePetition Claims, irrespective of whether such claim for such amount is allowed or allowable 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 New First Second Lien Secured Parties from such Common Collateral)Parties, with the New First Second Lien Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Each Term Loan Secured Party, the Term Loan Agent, each New First Lien Additional Term Secured Party and each Additional Term Agent on the one hand and each ABL Secured Party, the ABL Agent, each Additional ABL Secured Party and each Additional ABL Agent on the ABL Collateral Agent each acknowledge other hand acknowledges and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents, the Term Loan Collateral Documents, the Additional Term Collateral Documents on the one hand and the New First Lien Security Additional ABL Collateral Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Term Loan Obligations and Additional Term Obligations are fundamentally different from the ABL Obligations and the Additional 107 ABL Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien the 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 Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties, the Term Loan Secured Parties, any Additional Term Secured Parties and the New First Lien any Additional ABL Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims, Additional ABL Obligation claims, Term Loan Obligation claims and New First Lien Additional Term Obligation claims against the Grantors Credit Parties (with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or the Term Loan Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties and the Additional ABL Secured Parties or the Term 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 at that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties and Additional ABL Secured Parties, on the one hand, and the Term Loan Secured Parties and the Additional Term Secured Parties, on the other hand, before any distribution is made in respect of the claims held by the New First Lien other Secured Parties from such Common Collateral)Parties, with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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. 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 Party, 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 New First Lien Collateral Agent, each New First Lien Secured Party, Each Term Credit Party and each ABL Secured Credit Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents on the one hand and the New First Lien Security Term Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or adopted in an Insolvency 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 Secured Credit Parties and any New First Lien Secured the Term Credit Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Credit Parties and the New First Lien Secured Term Credit Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Term Obligation claims against the Grantors (Loan Parties, with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured other Credit Parties), the ABL Secured Credit Parties or the Term 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 at that is available from each pool of Priority Collateral for each of the relevant contract rateABL Credit Parties and the Term Credit Parties, respectively, before any distribution is made in respect of the claims held by the New First Lien Secured other Credit Parties from such Common Priority Collateral), with the New First Lien Secured such other Credit Parties hereby acknowledging and agreeing to turn over to the ABL Secured 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 New Each of the Company and the other Pledgors; each Applicable First Lien Collateral Agent, each New First Lien Obligations Representative, and all other First Lien Obligations Secured PartyParties; and each Applicable Second Lien Agent, each ABL Second Lien Obligations Representative, and all other Second Lien Obligations Secured Party Parties acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Security First Lien Facility Collateral Documents on the one hand and the New First Second Lien Security Facility Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First 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 adopted confirmed 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 First Lien Obligations Secured Parties and any New First Second Lien Obligations Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Obligation claims against the Grantors (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured Parties), the ABL Obligations Secured Parties 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 interest at the relevant contract ratePetition Claims, irrespective of whether any claim for such amounts is allowed or allowable 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 New First Second Lien Obligations Secured Parties from such Common Collateral)Parties, with the New First Second Lien Obligations Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New (1) Each First Lien Collateral Term Loan Secured Party, the First Lien Term Loan Agent, each New Additional First Lien Term Secured Party and each Additional First Lien Term Agent (2) each Second Lien Term Loan Secured Party, the Second Lien Term Loan Agent, each Additional Second Lien Term Secured Party and each Additional Second Lien Term Agent and (3) each ABL Secured Party and the ABL Collateral Agent each acknowledge acknowledges and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents, the First Lien Term Loan Collateral Documents, the Additional First Lien Term Collateral Documents, the Second Lien Term Loan Collateral Documents on the one hand and the New First Additional Second Lien Security Term Collateral Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, (1) the New First Lien Term Loan Obligations and Additional First Lien Term Obligations, (2) the Second Lien Term Loan Obligations and Additional Second Lien Term Obligations and (3) the ABL Obligations are fundamentally different from the ABL Obligations each other and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of (1) the ABL Secured Parties, (2) the First Lien Term Loan Secured Parties and any New the Additional First Lien Term Secured Parties and (3) the Second Lien Term Loan Secured Parties and the Additional Second Lien Term Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties, the First Lien Term Loan Secured Parties, the Second Lien Term Loan Secured Parties and the New First Lien any Additional Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims, First Lien Term Loan Obligation claims, Second Lien Term Loan Obligation claims, Additional First Lien Term Obligation claims and New First Additional Second Lien Term Obligation claims against the Grantors Credit Parties (with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or the Term Loan Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), (1) the ABL Secured Parties or (2) the First Lien Term Loan Secured Parties and the Additional First Lien Term Secured Parties, or (3) the Second Lien Term Loan Secured Parties and the Additional Second Lien 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 at that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties, the First Lien Term Loan Secured Parties and the Additional First Lien Term Secured Parties and the Second Lien Term Loan Secured Parties and the Additional Second Lien Term Secured Parties, before any distribution is made from the applicable pool of Priority Collateral in respect of the claims held by the New First Lien other Secured Parties from such Common Collateral)Parties, with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 with respect to the First Lien Term Loan Obligations, the Second lien Term Loan Obligations, any Additional First Lien Term Obligations and any Additional Second Lien Term Obligations to the First/Second Lien Intercreditor Agreement and to any separate agreement by and between any Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and any other Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, with respect to the Additional Term Obligations owing to any of such Additional Term Agent and Additional Term Secured Parties.

Separate Grants of Security and Separate Classification. The New First Lien Collateral Agent, each New First Lien Secured Party, each ABL Each Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (ia) the grants of Liens pursuant to the ABL Security Working Capital Facility Documents on the one hand and the New First Lien Security Interim Notes Documents on and the other hand Pari Passu Indebtedness Documents and the Existing Notes Documents constitute four separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, of their differing rights in the Common Collateral, the New First Lien 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 of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate , and none of them shall seek in any Insolvency Proceeding to have the intent 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, 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 Secured Parties and any New First Lien Secured Parties Working Capital Facility Indebtedness, the Interim Notes Indebtedness, the Pari Passu Indebtedness and/or the Existing Notes Indebtedness in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claimsclaims as provided herein), then the ABL Secured Parties and the New First Lien 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 Obligation claims and New First Lien Obligation secured claims against the Grantors (with Company and the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured Parties), the ABL Secured Parties shall be entitled to receive, in addition to amounts distributed to them other Obligors in respect of principal, pre-petition interest and other claimssuch Collateral, all amounts owing in respect of post-petition interest at the relevant contract rate, before any distribution is made in respect of the claims held by the New First Lien Secured Parties from such Common Collateral), accordance with the New First Lien Secured Parties hereby acknowledging and agreeing to turn over to the 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 recoveriespriority set forth in Section 4.1 hereof.

Separate Grants of Security and Separate Classification. The New First Lien Collateral Agent, each New First Each Second Lien Secured Party, Party and each ABL Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Second Lien Security Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or adopted in an Insolvency 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 Secured Parties and any New First the Second Lien Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Second Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Second Lien Obligation claims against the Grantors (Loan Parties, with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Second Lien Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties or the Second 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 at that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties and the Second Lien Secured Parties, respectively, before any distribution is made in respect of the claims held by the New First Lien other Secured Parties from such Common Priority Collateral), with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Each ABL Lender, the ABL Agent, each New First Lien Secured Party, each ABL Cash Flow Collateral Secured Party and the ABL each Cash Flow Collateral Agent each acknowledge acknowledges and agree 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 on the one hand and the New First Lien Security Additional Collateral Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Cash Flow Collateral Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties Parties, on the one hand, and any New First Lien the Cash Flow Collateral Secured Parties Parties, on the other hand, in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien any Cash Flow Collateral Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Cash Flow Collateral Obligation claims against the Grantors Credit Parties (with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or the Cash Flow Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties or the Cash 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 at that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties, on the one hand, and the Cash Flow Collateral Secured Parties, on the other hand, before any distribution is made from the applicable pool of Priority Collateral in respect of the claims held by the New First Lien other Secured Parties from such Common CollateralParties), with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Each Term Secured Party, Party and each ABL Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents on the one hand and the New First Lien Security Term Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien the Term Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Term Obligation claims against the Grantors (Credit Parties, with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Term Priority Collateral, as applicable, is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties or the 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 at interest, fees and expenses that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties and the Term Secured Parties, respectively, before any distribution is made in respect of the claims held by the New First Lien other Secured Parties from such Common Collateral), with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Secured Party, each ABL Secured Party Each Subordinated Holder (by entering into the Subordinated Debenture Purchase Agreement and/or the Indenture and purchasing the ABL Collateral Agent each acknowledge Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) acknowledges and agree agrees that (ia) the grants of Liens pursuant to the ABL Senior Security Documents on the one hand and the New First Lien Subordinated Security Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Lien Obligations are Subordinated Indebtedness is fundamentally different from the ABL Obligations Senior Indebtedness and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 First Priority Secured Parties and any New First Lien Secured Parties Subordinated Holders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties Subordinated Holders (by entering into the Subordinated Debenture Purchase Agreement and/or the Indenture and purchasing the New First Lien Secured Parties 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 Obligation claims senior and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured PartiesSubordinated Holders), the ABL 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 at the relevant contract rate, Petition Interest before any distribution is made in respect of the claims held by the New First Lien Secured Parties from such Common Collateral)Subordinated Holders, with the New First Lien Secured Parties hereby acknowledging and agreeing (ii) to turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Each Term Secured Party, Party and each ABL Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents on the one hand and the New First Lien Security Term Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization (or other plan or proposal of similar effect under any Debtor Relief Laws) proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien the Term Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Term Obligation claims against the Grantors (Credit Parties, with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Term Priority Collateral, as applicable, is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties or the 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 at interest, fees and expenses that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties and the Term Secured Parties, respectively, before any distribution is made in respect of the claims held by the New First Lien other Secured Parties from such Common Collateral), with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Each Second Lien Collateral Agent, each New First Lien Secured Party, each ABL Secured Party Creditor acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (ia) the grants of Liens pursuant to the ABL Security First Lien Documents on the one hand and the New First Second Lien Security Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, of their differing rights in the Common Collateral, the New First Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien Secured Parties in respect of Obligations and the Common Collateral Second Lien Obligation constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Second Lien Secured Parties Creditors hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by exceeds the New amount of the First Lien Secured Parties)Obligations incurred and accrued before the commencement of any Insolvency Proceeding, the ABL Secured Parties 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 at interest, and fees, costs and charges incurred subsequent to the relevant contract rate, commencement of the applicable Insolvency Proceeding before any distribution is made in respect of any of the claims held by the New First Second Lien Secured Parties from such Common Collateral), with the New First Creditors. The Second Lien Secured Parties Creditors hereby acknowledging and agreeing agree to turn over to the ABL 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 New First Lien Term Loan Collateral Agent, each New First Lien Term Loan Secured Party, each ABL Secured Party and the ABL Collateral Agent each acknowledge and agree that (i) the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Term Loan Security Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien 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 New First Lien Term Loan Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization proposed 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 Secured Parties and any New First Lien Term Loan Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien 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 Obligation claims and New First Lien Term Loan Obligation claims against the Grantors (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Term Loan Secured Parties), the ABL 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 at the relevant contract rate, before any distribution is made in respect of the claims held by the New First Lien Term Loan Secured Parties from such Common Collateral), with the New First Lien Term Loan Secured Parties hereby acknowledging and agreeing to turn over to the 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 New First Lien Collateral ABL Agent, each New First Lien Secured Partyon behalf of the ABL Claimholders, each ABL Secured Party the Term Agent on behalf of the Term Claimholders and the ABL Collateral Junior Secured Notes Agent each on behalf of the Junior Secured Claimholders, acknowledge and agree that (i) intend that: the respective grants of Liens pursuant to the ABL Security Documents, the Term Documents on the one hand and the New First Lien Junior Secured Notes Security Documents on the other hand constitute three separate and distinct grants of Liens Liens, and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, Collateral (i) the New First Lien 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 Plan of reorganization Reorganization proposed or adopted 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 Term Claimholders and/or the Junior Secured Parties Notes Claimholders, (ii) the Term Claimholders and any New First Lien the ABL Claimholders and/or the Junior Secured Parties 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 Common Collateral constitute only one secured claim 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 Secured Parties Claimholders, the Term Claimholders and the New First Lien Junior Secured Parties Notes Claimholders hereby acknowledge and agree that all distributions shall be made as if there were three separate classes of ABL Obligation claims Obligations, Term Obligations and New First Lien Obligation claims against the Grantors Junior Secured Notes Obligations (with the effect being that, to the extent that the aggregate value of the Common their Prior Lien Collateral is sufficient (for this purpose ignoring all claims held by the New First Subordinated Lien Secured PartiesClaimholders thereon), the ABL Secured Parties Prior Lien 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 at the relevant contract rateinterest, fees or expenses that is available from their Prior Lien Collateral, before any distribution is made in respect of the claims held by the New First Subordinated Lien Secured Parties from Obligations with respect to such Common Prior Lien Collateral), with the New First each Subordinated Lien Secured Parties hereby Claimholder acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Agent, each New Each First Lien Secured Party, Party and each ABL Second Lien Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (ia) the grants of Liens pursuant to the ABL Security First Lien Collateral Documents on the one hand and the New First Second Lien Security Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Lien Obligations are fundamentally different from the ABL Second Lien Obligations and must be separately classified in any plan of reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien Secured Parties in respect of and the Common Second Lien Secured Parties against the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL First Lien Secured Parties and the New First Second Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL First Lien Obligation claims and New First Second Lien Obligation claims against the Grantors (Credit Parties, with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Second Lien Secured Parties), the ABL 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 at interest, fees and expenses that is allowed and available from the relevant contract rate, Collateral for First Lien Secured Parties before any distribution is made in respect of the claims held by the New First Second Lien Secured Parties from such Common Collateral), with the New First Second Lien Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Secured Party, each ABL Each Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (ia) the grants of Liens pursuant to the ABL First Lien Senior Priority Security Documents on the one hand and the New First Lien Junior Priority Security Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Lien Senior Priority Obligations and the First Lien Junior Priority Obligations are fundamentally different from the ABL Obligations each other and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Senior Priority Secured Parties and any New First Lien Junior Priority Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Junior Priority Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Junior Priority Secured Parties), the ABL First Lien Senior 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 at the relevant contract rate, Petition Interest before any distribution is made in respect of the claims held by the New First Lien Junior Priority Secured Parties from such Common Collateral), with the New Parties. The First Lien Junior Priority Secured Parties hereby acknowledging acknowledge and agreeing agree to turn over to the ABL First Lien Senior Priority Secured Parties upon written request therefor 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 First Lien Junior Priority Secured Parties.

Separate Grants of Security and Separate Classification. The New First Each Second Lien Collateral Agent, each New First Lien Secured Party, each ABL Secured Party Creditor acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (ia) the grants of Liens pursuant to the ABL Security First Lien Documents on the one hand and the New First Second Lien Security Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, of their differing rights in the Common Collateral, the New First Second Lien Obligations Secured Claims are fundamentally different from the ABL Obligations First Lien Secured Claims and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate The Second Lien Creditors shall not seek in any Insolvency Proceeding to have the intent Second Lien Secured Claims to be treated as part of the parties same class of claims as provided in the immediately preceding sentenceFirst Lien Secured Claims and shall not oppose any pleading or motion by the First Lien Creditors for the First Lien Secured Claims and the Second Lien Secured Claims to be treated as separate classes of claims. Notwithstanding the foregoing, if it is held that the claims Secured Claims of the ABL Secured Parties and any New First Lien Secured Parties Creditors and the Second Lien Creditors in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Second Lien Secured Parties Creditors hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by exceeds the New amount of the First Lien Secured Parties)Obligations, the ABL Secured Parties 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 at interest, and fees, costs and charges incurred subsequent to the relevant contract rate, commencement of the applicable Insolvency Proceeding before any distribution is made in respect of any of the claims held by the New First Second Lien Secured Parties from such Common Collateral), with the New First Creditors. The Second Lien Secured Parties Creditors hereby acknowledging acknowledge and agreeing agree to turn over to the ABL 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 New First Lien Collateral AgentEach of the Grantors, each New the First Lien Secured Party, each ABL Secured Party Parties and the ABL Collateral Agent each acknowledge Second Lien Secured Parties acknowledges and agree agrees that (i) the grants of Liens pursuant to the ABL Security First Lien Collateral Documents on the one hand and the New First Second Lien Security Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any plan of reorganization proposed 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 held, by a court of competent jurisdiction in an Insolvency or Liquidation Proceeding, that the claims of the ABL First Lien Secured Parties and any New First Second Lien Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Obligation claims against the Grantors (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured Parties), the ABL Secured Parties 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 at interest, fees, costs and other charges, irrespective of whether a claim for such amounts is allowed or allowable in such Insolvency or Liquidation Proceeding, until the relevant contract rateoccurrence of the Discharge of First Lien Obligations, before any distribution from, or in respect of, any Collateral is made in respect of the claims held by the New First Second Lien Secured Parties from such Common CollateralParties), with the New First Second Lien Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New Each First Lien Collateral Agent, each New on behalf of their respective First Lien Secured PartyClaimholders, each ABL Secured Party and the ABL Collateral Agent each on behalf of the ABL Claimholders, acknowledge and agree that (i) intend that: the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Security Documents on the other hand constitute two or more separate and distinct grants of Liens Liens, and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan Plan of reorganization Reorganization proposed or adopted 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 Secured Parties Claimholders and any New the First Lien Secured Parties Claimholders in respect of the Common Collateral constitute only one secured claim claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties Claimholders and the New First Lien Secured Parties Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims Obligations and New First Lien Obligation claims Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or First Lien Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured PartiesParties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Secured Parties Claimholders or the 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 at interest, fees or expenses that is available from each pool of priority Collateral for each of the relevant contract rateABL Claimholders and the First Lien Claimholders, respectively, before any distribution is made from the applicable pool of priority Collateral in respect of the claims held by the New First Lien other Secured Parties from for whom such Common Collateral)Collateral is non-priority, with the New First Lien such other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral ABL Agent, each New First Lien Secured Party, on behalf each ABL Secured Party Claimholder, and the ABL Collateral Agent Trustee, on behalf of each acknowledge Priority Lien Representative and agree Priority Lien Claimholder, acknowledges and agrees that (ia) the grants of Liens pursuant to the ABL Security Loan Documents on the one hand and the New First Priority Lien Security Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Priority Lien Obligations and the ABL Obligations are fundamentally different from the ABL Obligations each other and must be separately classified in any plan of reorganization or liquidation under the Bankruptcy Code (or other plan of similar effect under any Bankruptcy Law) proposed 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 Secured Parties Claimholders and any New First the Priority Lien Secured Parties Claimholders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims, as applicable), then the ABL Secured Parties Agent, on behalf of the ABL Claimholders, and the New First Collateral Trustee, on behalf of each Priority Lien Secured Parties Representative and each Priority Lien Claimholder, hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First 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 Common ABL Collateral is sufficient (for this purpose ignoring all claims held by the New First Collateral Trustee on behalf of the Priority Lien Secured PartiesRepresentatives and the Priority Lien Claimholders), the ABL Secured Parties Agent and the ABL 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 at that is available from the relevant contract rate, ABL Collateral before any distribution is made in respect of the claims held by the New First Collateral Trustee, the Priority Lien Secured Parties Representatives and the Priority Lien Claimholders from such Common ABL Collateral), with the New First Collateral Trustee, on behalf of the Priority Lien Secured Parties Representatives and the Priority Lien Claimholders, hereby acknowledging and agreeing to turn over to the ABL Secured Parties 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 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 New First Each Subordinated Lien Collateral Agent, each New First Subordinated Lien Secured Party, each ABL Secured Party and the ABL Collateral Agent each acknowledge and agree that (i) the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Subordinated Lien Security Documents on the other hand constitute separate and distinct grants of Liens and the New First Subordinated Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Subordinated Lien Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties and any New First Subordinated Lien Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Subordinated Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Subordinated Lien Obligation claims against the Grantors (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Subordinated Lien Secured Parties), the 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 at the relevant contract rate, before any distribution is made in respect of the claims held by the New First Subordinated Lien Secured Parties from such Common Collateral), with the New First Subordinated Lien Secured Parties hereby acknowledging and agreeing to turn over to the 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 New First Lien Collateral Agent, each New First Lien Secured Party, each ABL Each Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Senior Priority Security Documents on the one hand and the New First Lien Junior Priority Security Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Senior Priority Obligations are fundamentally different from the ABL Junior Priority Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Priority Secured Parties Parties, on the one hand, and any New First Lien the Junior Priority Secured Parties Parties, on the other hand, in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Senior Priority Obligation claims and New First Lien Junior Priority Obligation claims against the Grantors (Credit Parties, with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Junior Priority Secured Parties), the ABL Senior Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition prepetition interest and other claims, all amounts owing in respect of post-petition postpetition interest at that is available from the relevant contract rateCollateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is made in respect of the claims held by the New First Lien Junior Priority Secured Parties from such Common Collateral)Parties, with the New First Lien Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the ABL Senior Priority Secured Parties 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 their 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 Agent, on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. The New First Lien Collateral Each Noteholder Secured Party, the Note Agent, each New First Lien Secured PartyABL Lender, the ABL Agent, each ABL Secured Party Additional Creditor and the ABL Collateral each Additional Agent each acknowledge acknowledges and agree agrees that (i) the grants of Liens pursuant to the ABL Security Documents, the Note Collateral Documents on the one hand and the New First Lien Additional Security Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Note Obligations and Additional Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties, on the one hand, and the Noteholder Secured Parties and any New First Lien Additional Secured Parties Parties, on the other hand, in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties, the Noteholder Secured Parties and the New First Lien any Additional Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims, Note Obligation claims and New First Lien Additional Obligation claims against the Grantors Credit Parties (with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or the Note Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties or the Noteholder 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 at that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties, on the one hand, and the Noteholder Secured Parties and Additional Secured Parties, on the other hand, before any distribution is made from the applicable pool of Priority Collateral in respect of the claims held by the New First Lien other Secured Parties from such Common Collateral)Parties, with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Each Term Secured Party, Party and each ABL Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents on the one hand and the New First Lien Security Term Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization proposed (or other plan of similar effect under any Debtor Relief Laws) proposed, confirmed or adopted in an Insolvency 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 Secured Parties and any New First Lien the Term Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Term Secured Parties hereby acknowledge and agree that all distributions from the Collateral shall be made as if there were separate classes of ABL Obligation claims and New First Lien Term Obligation claims against the Grantors (Loan Parties, with the effect being that, to the extent that the aggregate value (as applicable) of the Common ABL Priority Collateral or Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties or the 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 at interest, fees and expenses that is available from the relevant contract rateapplicable pool of Priority Collateral for each of the ABL Secured Parties and the Term 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 New First Lien other Secured Parties from such Common Priority Collateral), with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Secured Party, each ABL Secured Party and Section 6.9 of the ABL Collateral Agent each acknowledge and agree that Intercreditor Agreement is hereby amended by (i) inserting the grants of Liens pursuant following immediately prior to the ABL Security Documents on semicolon at the one hand end of clause (a) in the first paragraph thereof “ and the New priority and rights to receive payment under the First Lien Security Loan Documents on and the other hand Second Lien Loan Documents constitute two separate and distinct grants rights and priorities of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and payment”; (ii) because of, among other things, their differing rights inserting the following phrase immediately after the word “Collateral” in clause (b) in the Common Collateral, first paragraph thereof “and the New First Lien 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 adopted in an Insolvency 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 Secured Parties and any New First Lien Secured Parties Claimholders and the Second Lien Claimholders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the ABL Secured Parties First Lien Collateral Agent and the New First Second Lien Secured Parties 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 Obligation claims senior and New First Lien Obligation junior secured claims against the Grantors (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured Parties), the ABL Secured Parties 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 at (including any additional interest payable pursuant to the relevant contract rateFirst Lien Credit Agreement, arising from or related to a default, which is 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 New First Second Lien Secured Parties from such Common Collateral)Claimholders, with the New First Second Lien Secured Parties Collateral Agent, for itself and on behalf of the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the ABL Secured Parties amounts First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, any such payments or other 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 New First Lien Collateral Agent, each New First Lien Each Term Secured Party, Party and each ABL Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents on the one hand and the New First Lien Security Term Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien the Term Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Term Secured Parties hereby acknowledge and agree that all distributions from the Collateral shall be made as if there were separate classes of ABL Obligation claims and New First Lien Term Obligation claims against the Grantors (Loan Parties, with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties or the 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 at interest, fees and expenses that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties and the Term 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 New First Lien other Secured Parties from such Common Priority Collateral), with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Agent(a) With respect to each Type of Common Collateral, each New First Lien Secured Party, each ABL Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants grant of Liens pursuant to the ABL Security First Priority Documents on the one hand and the New First Lien Security Documents on the other hand constitute constitutes a separate and distinct grants grant of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common Collateral constitute junior claims separate and apart (and of a different class) from the senior claims grant of each of the ABL Secured Parties against Liens granted pursuant to any of the Company and Second Priority Documents or any of the Grantors in respect of Common Collateral and Third Priority Documents, (ii) because of, among other things, their differing rights in the such Common Collateral, each of the New First Lien Priority Obligations, Second Priority Obligations are and Third Priority Obligations is fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization proposed or adopted confirmed in an Insolvency 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 First Priority Secured Parties, the claims held by the Second Priority Secured Parties and any New First Lien and/or the claims held by the Third Priority Secured Parties in respect of the such Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Second Priority Secured Parties and the New First Lien Third Priority Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation 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 such Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Second Priority Secured Parties and the Third Priority Secured Parties), the ABL 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 Petition Interest (at the relevant contract applicable non-default rate, ) before any distribution is made in respect of the claims held by the New First Lien Second Priority Secured Parties from such Common Collateraland the Third Priority Secured Parties), with the New First Lien Second Priority Secured Parties and the Third Priority Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 and/or the Third Priority Secured Parties.

Separate Grants of Security and Separate Classification. The New First Lien Collateral Agent, each New First Lien Each Cash Flow Secured Party, each ABL Secured Party and the ABL Collateral Agent each acknowledge Junior Secured Party acknowledges and agree agrees that (i) the grants of Liens pursuant to the ABL Security Documents, the Cash Flow Security Documents on the one hand and the New First Lien Security Junior Debt Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien 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 of reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien the Cash Flow Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Cash Flow Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Cash Flow Obligation claims against the Grantors (Credit Parties, with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Cash Flow Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties or the Cash 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 that is available from each pool of Priority Collateral for each of the ABL Secured Parties and the Cash Flow Secured Parties, respectively, before any distribution is made in respect of the claims held by the other Secured Parties from such Priority Collateral, with 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 at that is available from each pool of Priority Collateral for each of the relevant contract rate, 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 New First Lien Junior Secured Parties from such Common Junior Shared Collateral), with the New First Lien each Junior Agent that becomes a party to this Agreement, for itself and on behalf of each Junior Secured Parties Party represented thereby, hereby acknowledging and agreeing to turn over to the ABL Secured Parties 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 recoveriesrecoveries of such Junior Secured Parties.

Separate Grants of Security and Separate Classification. The New First Lien Collateral Agent, each New First Lien Secured Party, each ABL Each Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Note Security Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Note Obligations are fundamentally different from the ABL Obligations and must should be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien the Note Secured Parties in respect of the Common Collateral constitute only one secured claim claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Note Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Note Obligation claims against the Grantors Loan Parties (with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Note Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties or the Note 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 at Petition Interest that are available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties and the Note Secured Parties, respectively, before any distribution is made in respect of the claims held by the New First Lien other Secured Parties from such Common Collateral)Parties, with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New Each of the First Lien Collateral Agent, each New on behalf of the First Lien Secured Party, each ABL Secured Party Parties and the ABL Second Lien Collateral Agent each acknowledge on behalf of the Second Lien Secured Parties, acknowledges and agree agrees that (ia) the grants of Liens pursuant to the ABL Security First Lien Loan Documents on the one hand and the New First Second Lien Security Loan Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien Secured Parties Lenders and Second Lien Lenders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of first lien and second lien senior and junior secured claims), then the ABL Secured Parties and the New First Second Lien Secured Parties Lenders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims first lien and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Second Lien Secured PartiesLenders), the ABL Secured Parties 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 at the relevant contract rate, Petition Interest before any distribution is made in respect of the claims held by the New First Second Lien Secured Parties from such Common Collateral), with Lenders and (ii) the New First Second Lien Secured Parties Lenders hereby acknowledging acknowledge and agreeing agree to turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Secured Party, each ABL Secured Party Each Junior Creditor acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (ia) the grants of Liens pursuant to the ABL Security Senior Debt Documents on the one hand and the New First Lien Security Junior Debt Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, of their differing rights in the Common Collateral, the New First Lien Obligations are Junior Debt is fundamentally different from the ABL Obligations Senior Debt and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent The Junior 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 sentenceSenior Lenders and shall not oppose any pleading or motion by the Senior Lenders for the Senior Lenders and the Junior Creditors to be treated as separate classes of creditors. Notwithstanding the foregoing, if it is held that the claims of Senior Debt and the ABL Secured Parties and any New First Lien Secured Parties in respect of the Common Collateral Junior Debt constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Secured Parties Junior Creditors hereby acknowledge and agree that all distributions Distributions shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by exceeds the New First Lien Secured Parties)amount of the Senior Debt, the ABL Secured Parties Senior 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 at (whether or not allowed or allowable in said Insolvency Proceeding), and fees, costs and charges incurred subsequent to the relevant contract rate, commencement of the applicable Insolvency Proceeding incurred in accordance with the Senior Debt Documents before any distribution Distribution is made in respect of any of the claims held by the New First Lien Secured Parties from such Common Collateral), with the New First Lien Secured Parties Junior Creditors. The Junior Creditors hereby acknowledging acknowledge and agreeing agree to turn over to the ABL Secured Parties Senior Lenders 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 Junior Creditors, until Final Payment of the Senior Debt.

Separate Grants of Security and Separate Classification. The New First Lien Term Loan Collateral Agent, each New First Lien Secured Partyfor itself and on behalf of the Term Loan Claimholders, each ABL Secured Party and the ABL Revolving Credit Collateral Agent each for itself and on behalf of the Revolving Credit Claimholders, acknowledge and agree that (i) that: the grants of Liens pursuant to the ABL Security Revolving Credit Collateral Documents on the one hand and the New First Lien Security Term Loan Collateral Documents on the other hand constitute separate and distinct grants of Liens Liens, and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Term Loan Obligations are fundamentally different from the ABL Revolving Credit Obligations and must be separately classified in any plan of reorganization proposed or 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 Secured Parties Term Loan Claimholders and any New First Lien Secured Parties the Revolving Credit Claimholders in respect of the Common Term Loan Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the ABL Secured Parties parties hereto hereby acknowledges and the New First Lien Secured Parties 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 Obligation claims senior and New First Lien Obligation 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 Common Term Loan Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured PartiesRevolving Credit Claimholders), the ABL Secured Parties Term Loan 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 postPost-petition Petition Interest, including any additional interest at payable pursuant to the relevant contract rateTerm Loan 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 New First Lien Secured Parties from such Common Collateral)Revolving Credit Claimholders, with the New First Lien Secured Parties Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Each Term Secured Party, Party and each ABL Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents on the one hand and the New First Lien Security Term Collateral Documents on the other hand constitute at least two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien the Term Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Term Secured Parties hereby acknowledge and agree that all distributions from the Collateral shall be made as if there were separate classes of ABL Obligation claims and New First Lien Term Obligation claims against the Grantors (Loan Parties, with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties or the 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 at interest, fees and expenses that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties and the Term 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 New First Lien other Secured Parties from such Common Priority Collateral), with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Secured Party, each ABL Each Second Priority Secured Party and the ABL Collateral Agent each acknowledge Junior Priority Secured Party acknowledges and agree agrees that (ia) the grants of Liens pursuant to the ABL First Priority Security Documents, the Second Priority Security Documents on the one hand and the New First Lien Junior Priority Security Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Lien Second Priority Obligations and Junior Priority Obligations are fundamentally different from the ABL First Priority Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties, Second Priority Secured Parties and any New First Lien and/or Junior Priority Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Second Priority Secured Parties and the New First Lien Junior Priority Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Second Priority Secured Parties and the Junior Priority Secured Parties), the ABL 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 at the relevant contract rate, Petition Interest before any distribution is made in respect of the claims held by the New First Lien Second Priority Secured Parties from such Common Collateral), with and the New First Lien Junior Priority Secured Parties. The Second Priority Secured Parties and the Junior Priority Secured Parties hereby acknowledging acknowledge and agreeing agree to turn over to the ABL First Priority Secured Parties 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 Priority Secured Parties or the Junior Priority Secured Parties, as the case may be.

Separate Grants of Security and Separate Classification. The New First Lien Term Collateral Agent, each New First Lien on behalf of the Term Loan Secured PartyParties, each ABL Secured Party and the ABL Collateral Agent each on behalf of the ABL Secured Parties, acknowledge and agree that (i) intend that: the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Term Security Documents on the other hand constitute two separate and distinct grants of Liens Liens, and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Term Loan Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan Plan of reorganization Reorganization proposed or adopted 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 Secured Parties and any New First Lien the Term Loan Secured Parties in respect of the Common Collateral constitute only one secured claim 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 Secured Parties and the New First Lien 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 Obligation claims Obligations and New First Lien Obligation claims Term Loan Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or the Term Priority Collateral, as applicable, is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured PartiesParties for whom such pool of Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Secured Parties or the Term 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 at interest, fees or expenses that is available from the relevant contract rateapplicable priority pool of Collateral 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 Bankruptcy Code or otherwise), before any distribution is made from such pool of priority Collateral in respect of the claims held by the New First Lien other Secured Parties from for whom such Common Collateral)pool of Collateral is non-priority, with the New First Lien such other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New Each of the First Lien Collateral Administrative Agent, each New on behalf of the First Lien Secured Party, each ABL Secured Party Parties and the ABL Collateral Second Lien Administrative Agent each acknowledge on behalf of the Second Lien Secured Parties, acknowledges and agree agrees that (ia) the grants of Liens pursuant to the ABL Security First Lien Loan Documents on the one hand and the New First Second Lien Security Loan Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties and any New First Second Lien Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of first lien and second lien senior and junior secured claims), then the ABL Secured Parties and the New First Second Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims first lien and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Second Lien Secured Parties), the ABL 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 at the relevant contract rate, before any distribution is made in respect of the claims held by the New Second Lien Secured Parties and (ii) the Second Lien Secured Parties hereby acknowledge and agree to hold in trust for the benefit of the First Lien Secured Parties from such Common Collateral), with the New First Lien Secured Parties hereby acknowledging and agreeing to forthwith turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Secured Party, each ABL Each Pulitzer Second Priority Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (ia) the grants of Liens pursuant to the ABL Pulitzer First Priority Security Documents on the one hand and the New First Lien Pulitzer Second Priority Security Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Lien Pulitzer Second Priority Obligations are fundamentally different from the ABL Pulitzer First Priority Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Pulitzer First Priority Secured Parties and any New First Lien Pulitzer Second Priority Secured Parties in respect of the Common Collateral constitute only one class of secured claim claims (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Pulitzer Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Pulitzer Second Priority Secured Parties), the ABL Pulitzer First Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest interest, fees and expenses and any other claims, all amounts owing in respect of postPost-petition interest at the relevant contract rate, Petition Interest before any distribution is made in respect of the claims Pulitzer Second Priority Obligations held by the New First Lien Pulitzer Second Priority Secured Parties from such Common Collateral)Parties, with the New First Lien Pulitzer Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the ABL Pulitzer 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 Pulitzer Second Priority Secured Parties), and that, until turned over to the Pulitzer First Priority Secured Parties, such amounts will be held in trust for the Pulitzer First Priority Secured Parties.

Separate Grants of Security and Separate Classification. The New First Lien Collateral Agent, each New First Lien Secured Party, each ABL Each Term Secured Party and the ABL Collateral Agent each acknowledge Revolving Secured Party acknowledges and agree agrees that (i) the grants of Liens pursuant to the ABL Security Revolving Collateral Documents on the one hand and the New First Lien Security Term Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Term Obligations are fundamentally different from the ABL Revolving Obligations and must be separately classified in any plan of reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien the Term Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Revolving Secured Parties and the New First Lien Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Revolving Obligation claims and New First Lien Term Obligation claims against the Grantors (Loan Parties, with the effect being that, to the extent that the aggregate value of the Common Revolving Priority Collateral or Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Revolving Secured Parties or the 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 at that is available from each pool of Priority Collateral for each of the relevant contract rateRevolving Secured Parties and the Term Secured Parties, respectively, before any distribution is made in respect of the claims held by the New First Lien other Secured Parties from such Common Priority Collateral), with the New First Lien such other Secured Parties hereby acknowledging and agreeing to turn over to the ABL Revolving Secured Parties and the Term Secured 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 New First Lien Collateral Agent, each New First Lien Each Term Secured Party, Party and each ABL Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents on the one hand and the New First Lien Security Term Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien the Term Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Term Obligation claims against the Grantors (Credit Parties, with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Term Priority Collateral, as applicable, is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties or the 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 at that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties and the Term Secured Parties, respectively, before any distribution is made in respect of the claims held by the New First Lien other Secured Parties from such Common Collateral), with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Each Term Secured Party, Party and each ABL Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents on the one hand and the New First Lien Security Term Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien the Term Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Term Obligation claims against the Grantors (Loan Parties, with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Term Priority Collateral, as applicable, is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties or the 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 at that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties and the Term Secured Parties, respectively, before any distribution is made in respect of the claims held by the New First Lien other Secured Parties from such Common Collateral), with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Secured Party, each ABL Each Term Facility Secured Party and the ABL Collateral Agent each acknowledge Revolving Facility Secured Party acknowledges and agree agrees that (ia) the grants of Liens pursuant to the ABL Revolving Facility Security Documents on the one hand and the New First Lien Term Facility Security Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Lien Term Facility Obligations are fundamentally different from the ABL Revolving Facility Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Facility Secured Parties and any New First Lien Term Facility Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Term Facility Secured Parties and the New First Lien Revolving Facility Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation 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 Common Revolving Facility Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Term Facility Secured Parties), the ABL 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 at Petition Interest that is available from the relevant contract rate, Revolving Facility Priority Collateral before any distribution is made in respect of the claims held by the New First Lien Term Facility Secured Parties and (ii) to the extent that the aggregate value of the Term Facility Priority Collateral is sufficient (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-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from such Common Collateral)the Term Facility Priority Collateral before any distribution is made in respect of the claims held by the Revolving Facility Secured Parties, with the New First Lien Term Facility Secured Parties and the Revolving Facility Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Each Term Loan Secured Party, the Term Loan Agent, each New First Lien Additional Term Secured Party and each Additional Term Agent on the one hand and each ABL Secured Party, the ABL Agent, each Additional ABL Secured Party and each Additional ABL Agent on the ABL Collateral Agent each acknowledge other hand acknowledges and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents, the Term Loan Collateral Documents, the Additional Term Collateral Documents on the one hand and the New First Lien Security Additional ABL Collateral Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien 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 of reorganization proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien the 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 Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties, the Term Loan Secured Parties, any Additional Term Secured Parties and the New First Lien any Additional ABL Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims, Additional ABL Obligation claims, Term Loan Obligation claims and New First Lien Additional Term Obligation claims against the Grantors Credit Parties (with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or the Term Loan Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties and the Additional ABL Secured Parties or the Term 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 at that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties and Additional ABL Secured Parties, on the one hand, and the Term Loan Secured Parties and the Additional Term Secured Parties, on the other hand, before any distribution is made from the applicable pool of Priority Collateral in respect of the claims held by the New First Lien other Secured Parties from such Common Collateral)Parties, with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Each Term Lender, the Term Agent, each New First Lien Secured Party, each ABL Secured Party Lender and the ABL Collateral Agent each acknowledge acknowledges and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents on the one hand and the New First Lien Security Term Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien the Term Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Term Obligation claims against the Grantors (Loan Parties, with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties or the 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 at that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties and the Term Secured Parties, respectively, before any distribution is made in respect of the claims held by the New First Lien other Secured Parties from such Common Priority Collateral), with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Agent, each New for itself and on behalf the First Lien Secured PartyClaimholders, each ABL Secured Party and the ABL Collateral Agent each acknowledge Trustee, for itself and agree on behalf of the Second Lien Claimholder, acknowledges and agrees that (ia) the grants of Liens pursuant to the ABL Security First Lien Collateral Documents on the one hand and the New First Second Lien Security Collateral Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral Liens, and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any plan of reorganization or liquidation under the Bankruptcy Code (or other plan of similar effect under any Bankruptcy Law) proposed 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 Secured Parties and any New First Lien Secured Parties Claimholders and the Second Lien Claimholders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties First Lien Collateral Agent, on behalf of the First Lien Claimholders, and the New First Collateral Trustee, on behalf of the Second Lien Secured Parties Claimholders, each hereby acknowledge acknowledges and agree agrees that all distributions shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Collateral Trustee on behalf of the Second Lien Secured PartiesClaimholders), the ABL Secured Parties First Lien 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 at that is available from the relevant contract rate, Collateral before any distribution is made in respect of the claims held by the New First Second Lien Secured Parties Claimholders from such Common Collateral), with the New First Collateral Trustee, on behalf of the Second Lien Secured Parties Claimholders, hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Secured Party, each ABL Secured Party and the ABL Collateral Agent each acknowledge and agree that (i) the grants of Liens pursuant to the ABL Security First Lien Nexstar Collateral Documents, the First Lien Mission Collateral Documents on the one hand and the New First Second Lien Security Collateral Documents on the other hand constitute three separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because grants. Because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Obligations Obligations, to the extent deemed to be “secured claims” within the meaning of Section 506(b) of the Bankruptcy Code, are fundamentally different from the ABL First Lien Nexstar Obligations and the First Lien Mission Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent Second Lien Claimholders will not seek in an Insolvency Proceeding to be treated as part of the parties same class of creditors as provided First Lien Nexstar Claimholders or First Lien Mission Claimholders and will not oppose or contest any pleading by First Lien Nexstar Claimholders or First Lien Mission Claimholders seeking separate classification of their respective secured claims. Notwithstanding any determination made by a court of competent jurisdiction in the immediately preceding sentence, if it is held an Insolvency Proceeding that the claims of the ABL Secured Parties and any New First Lien Secured Parties in respect Nexstar Claimholders and the First Lien Mission Claimholders may be classified with and treated the same as the claims of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims)Second Lien Claimholders, then the ABL Secured Parties First Lien Nexstar Claimholders, the First Lien Mission Claimholders, and the New Second Lien Claimholders agree to treat any distributions made to such class as if the claims of the Second Lien Claimholders were separately classified from the claims of the First Lien Secured Parties hereby acknowledge Nexstar Claimholders and agree that all the First Lien Mission Claimholders. Any distributions made to the Second Lien Claimholders shall be made as if there were separate classes of ABL Obligation claims and New First Lien Obligation claims against the Grantors (applied in accordance with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured Parties), the 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 at the relevant contract rate, before any distribution is made in respect of the claims held by the New First Lien Secured Parties from such Common Collateral), with the New First Lien Secured Parties hereby acknowledging and agreeing to turn over to the ABL Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent terms of this sentenceAgreement, even if such turnover has the effect of reducing the aggregate recoveriesincluding Section 4.1.

Separate Grants of Security and Separate Classification. The New Each First Lien Collateral AgentNotes Secured Party, each New Future Notes Indebtedness Secured Party, the First Lien Secured PartyNotes Agent, each ABL Secured Party and the ABL Collateral Agent each acknowledge acknowledges and agree agrees that (i) the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Term Security Documents on the other hand constitute two or more separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Notes Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization proposed or similar dispositive restructuring plan proposed, confirmed, or adopted in an Insolvency 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 Secured Parties and any New the First Lien Notes Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New 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 Obligation claims and New First Lien Notes Obligation claims against the Grantors Credit Parties (with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Non-ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties or the First 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 at interest, fees, or expenses that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties and the First Lien Notes Secured Parties, respectively, before any distribution from such pool of Priority Collateral is made in respect of the claims held by the New First Lien other Secured Parties from such Common Collateral)Parties, with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Each Term Secured Party, Party and each ABL Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents on the one hand and the New First Lien Security Term Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization proposed (or other plan of similar effect under any Debtor Relief Laws) proposed, confirmed, or adopted in an Insolvency 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 Secured Parties and any New First Lien the Term Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claimsclaims subject to the priorities set forth herein), then the ABL Secured Parties and the New First Lien Term Secured Parties hereby acknowledge and agree that all distributions from the Collateral shall be made as if there were separate classes of ABL Obligation claims and New First Lien Term Obligation claims against the Grantors (Credit Parties, with the effect being that, that (a) to the extent that the aggregate value of the Common ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Term Secured Parties), the ABL 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 at interest, fees and expenses (regardless of whether any claim therefor is allowed or allowable in any such Insolvency Proceeding) that is available from the relevant contract rateABL Priority Collateral for the ABL Secured Parties, before any distribution is made in respect of the claims held by the New First Lien Term Secured Parties from such Common the ABL Priority Collateral), with the New First Lien Term Secured Parties hereby acknowledging and agreeing to turn over to the 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 New First Lien Collateral Each of the ABL Agent, each New First Lien Secured Party, each for itself and on behalf of the other ABL Secured Party Parties, and the ABL Collateral Agent each acknowledge Term Agent, for itself and agree on behalf of the other Term Secured Parties, acknowledges and agrees that (ia) the grants of Liens pursuant to the ABL Security Collateral Documents on the one hand and the New First Lien Security Term Collateral Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common ABL Priority Collateral and the Term Priority Collateral, the New First Lien ABL Obligations and the Term Obligations are fundamentally different from the ABL Obligations one another and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceedingor Liquidation Proceeding (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 Secured Parties and any New First Lien the Term Secured Parties in respect of the Common Collateral constitute 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 Secured Parties provisions hereof (including Sections 2.01 and the New First Lien Secured Parties hereby acknowledge and agree that 4.01), all distributions shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation 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 Common Senior Priority Collateral of any Class is sufficient (for this purpose ignoring all claims held by to satisfy the New First Lien Secured Parties)Senior Obligations of such Class, the ABL Senior Secured Parties of such 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 at the relevant contract rate, such Class before any distribution is made in respect of the claims held by the New First Lien Secured Parties from Junior Obligations in respect of such Common Collateral), with the New First Lien Junior Secured Parties in respect of such Collateral being required to (and hereby acknowledging and agreeing to to) turn over to the ABL 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 New First Lien Collateral Each of the ABL Agent, each New First Lien Secured Party, each ABL Secured Party on behalf of itself and the ABL Collateral Agent Secured Parties and each acknowledge Second Priority Representative, on behalf of itself and agree the applicable Second Priority Secured Parties, acknowledges and agrees that (i) the grants grant of Liens pursuant to on the ABL Security Documents on Priority Collateral securing the one hand and the New First Lien Security Documents on the other hand constitute ABL Secured Obligations constitutes a separate and distinct grants grant of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common Collateral constitute junior claims separate and apart (and of a different class) from the senior claims grant of Liens on the ABL Priority Collateral securing the Second Priority Secured Parties against the Company and the Grantors in respect of Common Collateral and Obligations, (ii) because of, among other things, their differing rights in the Common ABL Priority Collateral, each of the New First Lien 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 of reorganization proposed or adopted confirmed in an Insolvency 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 First Priority Secured Parties and the claims held by any New First Lien Second Priority Secured Parties in respect of the Common ABL Priority Collateral constitute only one secured claim (rather than separate classes of senior and one or more junior priority secured claims), then the ABL Secured Parties and the New First Lien 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 Obligation claims senior and New First Lien Obligation 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 Common ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Second Priority Secured Parties), the ABL 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 Petition Interest (at the relevant contract applicable non-default rate, ) before any distribution in respect of ABL Priority Collateral is made in respect of the claims held by the New First Lien Second Priority Secured Parties from such Common CollateralParties), with the New First Lien Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral ABL Agent, each New First Lien Secured Party, each ABL Secured Party and on behalf of the ABL Collateral Agent each Claimholders, and Notes Agent, on behalf of the Notes Claimholders, acknowledge and agree intend that (i) the respective grants of Liens pursuant to the ABL Security Collateral Documents on the one hand and the New First Lien Security Notes Collateral Documents on the other hand constitute two separate and distinct grants of Liens Liens, and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, Collateral (i) the New First Lien 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 of reorganization proposed or adopted confirmed (or approved) in an Insolvency 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 Secured Parties Claimholders and any New First Lien Secured Parties the Notes Claimholders in respect of the Common Collateral constitute only one secured claim 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 Secured Parties Claimholders and the New First Lien Secured Parties Notes Claimholders hereby acknowledge and agree that all distributions shall be made as if there were two separate classes of ABL Obligation claims Obligations and New First Lien Obligation claims against the Grantors Notes Obligations (with the effect being that, to the extent that (i) the aggregate value of the Common ABL Claimholders’ ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured PartiesNotes Claimholders thereon), the ABL Secured Parties 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 at interest, fees or expenses that is available from their ABL Priority Collateral (regardless of whether any such claims may or may not be allowed or allowable in whole or in part as against the relevant contract rateGrantor 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 claims held by the New First Lien Secured Parties from Notes Obligations with respect to such Common Collateral), with the New First Lien Secured Parties hereby each Notes Claimholder acknowledging and agreeing to turn over to the ABL Secured Parties 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 New Each of (x) the First Lien Administrative Agent, on behalf of the First Lien Secured Parties and (y) the Second Lien Collateral Agent, each New First on behalf of itself and the other Second Lien Secured PartyParties, each ABL Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (ia) the grants of Liens pursuant to the ABL Security First Lien Loan Documents on the one hand and the New First Second Lien Security Note Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Secured Obligations are fundamentally different from the ABL First Lien Secured Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties and any New First Second Lien Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of first lien and second lien senior and junior secured claims), then the ABL Secured Parties Second Lien Collateral Agent, for itself and on behalf of the New First other Second Lien Secured Parties Parties, hereby acknowledge acknowledges and agree agrees that all distributions shall be made as if there were separate classes of ABL Obligation claims first lien and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Second Lien Secured Parties), the ABL 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 at the relevant contract rate, before any distribution is made in respect of the claims held by the New First Second Lien Secured Parties from such Common Collateral), with and (ii) the New First Second Lien Secured Parties hereby acknowledging and agreeing to shall turn over to the ABL 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 New Second Lien Agent, for itself and on behalf of the Second Lien Noteholders, and the First Lien Collateral Agent, each New First Lien Secured Party, each ABL Secured Party and the ABL Collateral Agent each Holder acknowledge and agree that (i) the grants of Liens pursuant to the ABL Security First Lien Collateral Documents on the one hand and the New First Second Lien Security Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien Secured Parties Holder and the Second Lien Noteholders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the ABL Secured Parties parties hereto hereby acknowledges and the New First Lien Secured Parties 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 Obligation claims senior and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Second Lien Secured PartiesNoteholders), the ABL Secured Parties First Lien Holder shall be entitled to receive, in addition to amounts distributed to them it 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 Petition Interest, including any additional interest at payable pursuant to the relevant contract rateFirst Lien Note, arising from or related to a default, which is disallowed as a claim in any Insolvency Proceeding) before any distribution is made in respect of the claims held by the New First Second Lien Secured Parties from such Common Noteholders with respect to the Collateral), with the New First Second Lien Secured Parties Agent, for itself and on behalf of the Second Lien Noteholders, hereby acknowledging and agreeing to turn over to the ABL Secured Parties amounts First Lien Holder 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 Noteholders.

Separate Grants of Security and Separate Classification. The New First Lien Collateral Agent, each New First Lien Each Secured Party, each ABL Secured Party Creditor acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (ia) the grants of Liens pursuant to the ABL Security Term Credit Documents on the one hand and the New First Lien Security Revolving Credit Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, of their differing rights in the Common Collateral, the New First Lien Obligations Revolving Credit Secured Claims are fundamentally different from the ABL Obligations Term Loan Secured Claims and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent No Term Loan Creditor shall seek in any Insolvency Proceeding to be treated as part of the parties same class of creditors as provided the Revolving Creditors or shall oppose any pleading or motion for the Revolving Creditors and the Term Loan Creditors to be treated as separate classes of creditors. No Revolving Creditor shall seek in any Insolvency Proceeding to be treated as part of the immediately preceding sentencesame class of creditors as the Term Loan Creditors or shall oppose any pleading or motion for the Revolving Creditors and the Term Loan Creditors to be treated as separate classes of creditors. Notwithstanding the foregoing, if it is held that the claims of Revolving Credit Secured Claims and the ABL Term Loan Secured Parties and any New First Lien Secured Parties Claims in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Secured Parties Creditors hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Obligation secured claims against the Grantors (Company and the other Obligors in respect of the Collateral, with the effect being that, to the extent that the aggregate value of the Common Priority Collateral is sufficient (for this purpose ignoring all claims held by exceeds the New First Lien Secured Parties)amount of the Priority Obligations, the ABL Priority Secured Parties Creditors as to such Priority Collateral shall be entitled to receivereceive to the extent of such excess, 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 at interest, and fees, costs and charges incurred subsequent to the relevant contract rate, commencement of the applicable Insolvency Proceeding before any distribution from such Priority Collateral is made in respect of any of the claims held by the New First Lien Junior Secured Parties from Creditors as to such Common Collateral), with the New First Lien Secured Parties hereby acknowledging and agreeing to turn over to the 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 New First Lien Collateral AgentEach Revolving Credit Claimholder, each New First Pari Passu Secured Party, and Subordinated Lien Secured Party, each ABL Secured Party hereby acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (ia) the grants of Liens pursuant to the ABL Revolving Credit Security Documents, the Pari Passu Security Documents on the one hand and the New First Subordinated Lien Security Documents on the other hand constitute three separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Pari Passu Secured Obligations, the Revolving Credit Secured Obligations and the Subordinated Lien Secured Obligations are each fundamentally different from the ABL Obligations each other and must should be separately classified in any plan of reorganization proposed 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 any of the ABL Revolving Credit Claimholders, the Pari Passu Secured Parties and any New First the Subordinated Lien Secured Parties in respect of the Common Collateral constitute only one secured claim claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL each Revolving Credit Claimholder, Pari Passu Secured Parties Party, and the New First Subordinated Lien Secured Parties Party, hereby acknowledge acknowledges and agree agrees that all distributions shall be made as if there were separate classes of ABL Revolving Credit Secured Obligation claims, Pari Passu Secured Obligation claims and New First Subordinated Lien Secured 84 Obligation claims against the Grantors (with the effect being that, (i) to the extent that the aggregate value of the Common Revolving Credit Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Pari Passu Secured Parties and the Subordinated Lien Secured Parties), the ABL 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 that is available from the Revolving Credit Priority Collateral, before any distribution is made in respect of the claims held by the Pari Passu Secured Parties or the Subordinated Lien Secured Parties, (ii) to the extent that the aggregate value of the Pari Passu Priority Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Credit Claimholders and the Subordinated Lien Secured Parties), the Pari Passu 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 at Petition Interest that is available from the relevant contract ratePari Passu Priority Collateral, before any distribution is made in respect of the claims held by the New First Revolving Credit Claimholders and the Subordinated Lien Secured Parties and (iii) to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Subordinated Lien Secured Parties), the Pari Passu Secured Parties and 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 that is available from such Common the Collateral), before any distribution is made in respect of the claims held by the Subordinated Lien Secured Parties, in each case, with the New First Lien Secured Parties other Claimholders hereby acknowledging and agreeing to turn over to the ABL Secured Parties respective other 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. (a) The New First Lien Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders and each New First Lien Secured PartySenior Priority Collateral Agent, each ABL Secured Party for itself and on behalf of the ABL Collateral Agent each applicable Senior Priority Claimholders. acknowledge and agree that (i) the grants of Liens pursuant to the ABL Security Senior Priority Collateral Documents on the one hand and the New First Lien Security Junior Priority Collateral Documents on the other hand constitute separate and distinct grants of Liens Liens, and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Junior Priority Obligations are fundamentally different from the ABL Senior Priority Obligations and must be separately classified in any plan of reorganization proposed or similar dispositive plan or arrangement, proposed, confirmed or adopted in an Insolvency or Liquidation Proceeding. In furtherance of the foregoing, the Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, agrees that the Junior Priority Claimholders will vote and otherwise be treated as separate classes in connection with any plan of reorganization or similar dispositive plan or arrangement in any Insolvency or Liquidation Proceeding and that neither the Junior Priority Collateral Agent nor any Junior Priority Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization or similar dispositive plan or arrangement in any Insolvency or Liquidation Proceeding, or vote in a manner that is otherwise in accordance with this Agreement. (b) To further effectuate the intent of the parties as provided in the immediately preceding sentencethis Section 6.7, if it is held that the claims of the ABL Secured Parties Senior Priority Claimholders and any New First Lien Secured Parties the Junior Priority Claimholders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claimsclaims with respect to such Collateral), then the ABL Secured Parties Junior Priority Collateral Agent, for itself and on behalf of the New First Lien Secured Parties Junior Priority Claimholders, hereby acknowledge acknowledges and agree agrees that all distributions from the Collateral shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation junior allowed secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured PartiesJunior Priority Claimholders), the ABL Secured Parties Senior Priority 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 postPost-petition Petition Interest, including any additional interest at payable pursuant to the relevant contract rateSenior Priority Documents, arising from or related to a default, regardless of whether any claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding, before any distribution is made from the Collateral in respect of the claims held by the New First Lien Secured Parties from such Common Collateral)Junior Priority Claimholders, with the New First Lien Secured Parties Junior Priority Collateral Agent, for itself and on behalf of the Junior Priority Claimholders, hereby acknowledging and agreeing to turn over to the ABL Secured Parties Designated Senior Priority Collateral Agent, for itself and on behalf of the Senior Priority Claimholders, 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 recoveriesclaim or recovery of the Junior Priority Claimholders. (c) The Junior Priority Collateral Agent and the Junior Priority Claimholders, shall retain the right to vote to accept or reject any proposed plan of reorganization or similar dispositive plan or arrangement in a manner that is not inconsistent with the provisions hereof. 6.8.

Separate Grants of Security and Separate Classification. The New First Second Lien Collateral Agent, Agents on behalf of each New First Second Lien Secured Party, each ABL Secured Party and the ABL Collateral Agent each Claimholder acknowledge and agree that (i) the grants of Liens pursuant to the ABL Security Senior Lien Collateral Documents on the one hand and the New First Second Lien Security Collateral Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Obligations are fundamentally different from the ABL Senior Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties Senior Lien Claimholders and any New First the Second Lien Secured Parties Claimholders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Second Lien Secured Parties Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation junior secured claims against the Grantors (Issuers and the Guarantors in respect of the Collateral with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Second Lien Secured PartiesClaimholders), the ABL Secured Parties Senior Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest interest, premiums, if any, and other claims, all amounts owing in respect of post-petition interest at interest, fees, expenses, premiums, if any, the relevant contract rate, Applicable Prepayment Premium and any payment or property received in an Insolvency Proceeding on account of any “secured claim” (within the meaning of section 506(b) of the Bankruptcy Code or similar Bankruptcy Law) before any distribution is made in respect of the claims held by the New First Second Lien Secured Parties from such Common Collateral)Claimholders, with the New First Second Lien Secured Parties Claimholders hereby acknowledging and agreeing to turn over to the ABL 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 New First Each Second Lien Collateral Debt Trustee and the Security Agent, for itself and on behalf of each New First other Second Lien Debt Creditor represented by it, and each Senior Secured Party, each ABL Secured Party Representative and the ABL Collateral Agent Security Agent, for itself and on behalf of each acknowledge other Senior Secured Creditor represented by it, acknowledges and agree agrees that (i) the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Security Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Debt Obligations are fundamentally different from the ABL Senior Secured Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties Creditors and any New First the Second Lien Secured Parties Debt Creditors in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the ABL Secured Parties parties hereto hereby acknowledges and the New First Lien Secured Parties hereby acknowledge and agree agrees that all distributions shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Second Lien Secured PartiesDebt Creditors), the ABL Senior Secured Parties 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 Petition Interest (including any additional interest at payable pursuant to the relevant contract rateSenior Secured Documents, arising from or related to a default, which is disallowed as a claim in any Insolvency Proceeding) before any distribution is made in respect of the claims held by the New First Second Lien Secured Parties from such Common Debt Creditors with respect to the Collateral), with each Second Lien Debt Trustee and the New First Security Agent, for itself and on behalf of each other Second Lien Secured Parties Debt Creditor represented by it, hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Note Agent, each New First Lien Secured Partyon behalf of the Note Claimholders, each ABL Secured Party and the ABL Collateral Agent each on behalf of the ABL Claimholders, acknowledge and agree that (i) intend that: the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Note Security Documents on the other hand constitute two separate and distinct grants of Liens Liens, and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Note Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan Plan of reorganization Reorganization proposed or adopted 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 Secured Parties Claimholders and any New First Lien Secured Parties the Note Claimholders in respect of the Common Collateral constitute only one secured claim claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties Claimholders and the New First Lien Secured Parties Note Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims Obligations and New First Lien Obligation claims Note Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Note Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured PartiesParties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Secured Parties 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 at interest, fees or expenses that is available from each pool of priority Collateral for each of the relevant contract rateABL Claimholders and the Note Claimholders, respectively, before any distribution is made in respect of the claims held by the New First Lien other Secured Parties from for whom such Common Collateral)Collateral is non-priority, with the New First Lien such other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Secured Party, each ABL Each Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Security Senior Priority Collateral Documents on the one hand and the New First Lien Security Junior Priority Collateral Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Senior Priority Obligations are fundamentally different from the ABL Junior Priority Obligations and must be separately classified in any plan of reorganization proposed or similar dispositive restructuring plan proposed, confirmed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held by a court of competent jurisdiction that the claims of the ABL Senior Priority Secured Parties Parties, on the one hand, and any New First Lien the Junior Priority Secured Parties Parties, on the other hand, in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Secured Parties hereby acknowledge and agree that all distributions shall be made applied as if there were separate classes of ABL Senior Priority Obligation claims and New First Lien Junior Priority Obligation claims against the Grantors (Credit Parties, with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Junior Priority Secured Parties), the ABL Senior 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 post-petition interest at interest, fees and expenses that is available from the relevant contract rateCollateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is made applied in respect of the claims held by the New First Lien Junior Priority Secured Parties from such Common Collateral)Parties, with the New First Lien Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the ABL Senior Priority Secured Parties 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 their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for itself and on behalf of the Additional Creditors represented thereby, and any other Agent, for itself and on behalf of the Additional Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. The New First Lien Collateral ABL Agent, each New First Lien on behalf of the ABL Claimholders, the Senior Secured PartyNotes Agent, each ABL on behalf of the Senior Secured Party Notes Claimholders and the ABL Collateral Agent each Junior Secured Notes Agent, on behalf of the Junior Secured Notes Claimholders, acknowledge and agree that (i) intend that: the respective grants of Liens pursuant to the ABL Security Documents, the Senior Secured Notes Documents on the one hand and the New First Lien Junior Secured Notes Security Documents on the other hand constitute three separate and distinct grants of Liens Liens, and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, Collateral (i) the New First Lien Senior Secured Notes Obligations are fundamentally different from the ABL Obligations and the Junior Secured Notes Obligations, (ii) the ABL Obligations are fundamentally different from the Senior Secured Notes Obligations and the Junior Secured Notes Obligations and (iii) the Junior Secured Notes Obligations are fundamentally different from the ABL Obligations and the Senior Secured Notes Obligations and, in each case, must be separately classified in any plan Plan of reorganization Reorganization proposed or adopted 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 Senior Secured Parties Notes Claimholders and/or the Junior Secured Notes Claimholders, (ii) the Senior Secured Notes Claimholders and any New First Lien the ABL Claimholders and/or the Junior Secured Parties Notes Claimholders or (iii) the Junior Secured Notes Claimholders and the ABL Claimholders and/or the Senior Secured Notes Claimholders, in each case, in respect of the Common Collateral constitute only one secured claim 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 Senior Secured Parties Notes Claimholders and the New First Lien Junior Secured Parties Notes Claimholders hereby acknowledge and agree that all distributions shall be made as if there were three separate classes of ABL Obligation claims Obligations, Senior Secured Notes Obligations and New First Lien Obligation claims against the Grantors Junior Secured Notes Obligations (with the effect being that, to the extent that the aggregate value of the Common their Prior Lien Collateral is sufficient (for this purpose ignoring all claims held by the New First Subordinated Lien Secured PartiesClaimholders thereon), the ABL Secured Parties Prior Lien 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 at the relevant contract rateinterest, fees or expenses that is available from their Prior Lien Collateral, before any distribution is made in respect of the claims held by the New First Subordinated Lien Secured Parties from Obligations with respect to such Common Collateral), with the New First each Subordinated Lien Secured Parties hereby Claimholder acknowledging and agreeing to turn over to the ABL 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 New First Each Second Lien Collateral Agent, Secured Party and each New First Lien Secured Party, each ABL Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Security Documents on and the other hand Second Lien Security Documents constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any plan of reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or adopted in an Insolvency 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 Secured Parties and any New First the Second Lien Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Second Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL First Lien Obligation claims and New First Second Lien Obligation claims against the Grantors (Loan Parties, with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Second Lien Secured Parties), the ABL 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 at interest, fees, expense reimbursements and other claims that are available from the relevant contract rate, Collateral before any distribution is made in respect of the claims held by the New First Second Lien Secured Parties from such Common the Collateral), with the New First Second Lien Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 recoveriesrecoveries of the Second Lien Secured Parties.

Separate Grants of Security and Separate Classification. The New Each of the First Lien Collateral Administrative Agent, each New on behalf of the First Lien Secured Party, each ABL Secured Party Parties and the ABL Collateral Second Lien Administrative Agent each acknowledge on behalf of the Second Lien Secured Parties, acknowledges and agree agrees that (ia) the grants of Liens pursuant to the ABL Security First Lien Loan Documents on the one hand and the New First Second Lien Security Loan Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien Secured Parties Lenders and Second Lien Lenders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of first lien and second lien senior and junior secured claims), then the ABL Secured Parties and the New First Second Lien Secured Parties Lenders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims first lien and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Second Lien Secured PartiesLenders), the ABL Secured Parties 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 at the relevant contract rate, before any distribution is made in respect of the claims held by the New First Second Lien Secured Parties from such Common Collateral), with Lenders and (ii) the New First Second Lien Secured Parties Lenders hereby acknowledging acknowledge and agreeing agree to turn over to the ABL 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 New First Second Lien Collateral Agent, each New for itself and on behalf of the Second Lien Claimholders, and the First Lien Secured Party, each ABL Secured Party and the ABL Collateral Agent each acknowledge for itself and agree on behalf of the First Lien Claimholders, acknowledges and agrees that (ia) the grants of Liens pursuant to the ABL Security First Lien Collateral Documents on the one hand and the New First Second Lien Security Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral Liens; and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any plan of reorganization proposed 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 Secured Parties and any New First Lien Secured Parties Claimholders and the Second Lien Claimholders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the ABL Secured Parties parties hereto hereby acknowledges and the New First Lien Secured Parties hereby acknowledge agrees that, subject to Sections 2.1 and agree that 4.1, all distributions in respect of Collateral in any Insolvency or Liquidation Proceeding shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Second Lien Secured PartiesClaimholders), the ABL Secured Parties First Lien 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 at payable pursuant to the relevant contract rateFirst Lien 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 New First Second Lien Secured Parties from such Common Claimholders with respect to the Collateral), with the New First Second Lien Secured Parties Collateral Agent, for itself and on behalf of the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the ABL Secured Parties First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, amounts otherwise received or receivable by them in respect of Collateral 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 Lien Claimholders).

Separate Grants of Security and Separate Classification. The New First Lien Collateral Agent, each New First Lien Secured Party, each ABL Secured Party Second Priority Lenders and the ABL Collateral Agent each First Priority Lenders acknowledge and agree that (ia) the grants of Liens pursuant to the ABL Security First Priority Collateral Documents on the one hand and the New First Lien Security Second Priority Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Lien Obligations Second Priority Claims are fundamentally different from the ABL Obligations First Priority Claims and must be separately classified in any plan of reorganization proposed 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 against the ABL Secured Parties First Priority Lenders and any New First Lien Secured Parties Second Priority Lenders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Secured Parties Second Priority Lenders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured PartiesSecond Priority Lenders), the ABL Secured Parties First Priority Lenders shall be entitled to receivereceive from the Common 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 all interest at accrued (or which would have, absent the relevant contract ratecommencement of an Insolvency or Liquidation Proceeding, accrued) after the commencement of an Insolvency or Liquidation Proceeding before any distribution is made from the Common Collateral or proceeds thereof in respect of the claims held by the New First Lien Secured Parties from such Common Collateral)Second Priority Lenders, with the New First Lien Secured Parties Second Priority Lenders hereby acknowledging and agreeing to turn over to the ABL Secured Parties First Priority Lenders amounts otherwise received or receivable by them from the Common 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 aggregate recoveriesclaim or recovery of the Second Priority Lenders.

Separate Grants of Security and Separate Classification. The New First Lien Collateral Agent, each New First Lien Each of the Holder Representatives (on its own behalf and on behalf of the applicable Secured Party, each ABL Secured Party Parties) and the ABL Collateral Agent each acknowledge and agree that (i) the grants grant of Liens pursuant to securing the ABL Security Documents on the one hand Credit Facility Obligations and the New First Lien Security Documents on grant of Liens securing the other hand Secured Notes Obligations constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Credit Facility First Priority Collateral and the Secured Notes First Priority Collateral, the New First Lien Credit Facility Obligations and the Secured Notes Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization or similar dispositive restructuring plan proposed or adopted confirmed in an any Insolvency Proceeding. To further effectuate If it is held, notwithstanding the intent of the parties as provided in the immediately immediately-preceding sentence, if it is held that the claims of the ABL Credit Facility Secured Parties with respect to their Credit Facility Obligations, on the one hand, and any New First Lien the claims of the Noteholder-Related Secured Parties in with respect of to their Secured Notes Obligations, on the Common Collateral other hand, constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Obligation claims against the Grantors (a) with the effect being that, respect to the extent that the aggregate value of the Common Credit Facility First Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured Parties), the ABL Credit Facility Secured Parties shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Credit Facility First Priority Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postclaims for Post-petition interest at the relevant contract ratePetition Interest, irrespective of whether such claim for such amounts is allowed or allowable in such Insolvency Proceeding, before any distribution from, or in respect of, any Credit Facility First Priority Collateral is made in respect of the claims held by the New First Lien Noteholder-Related Secured Parties from such Common Collateral)with respect to the Secured Notes Obligations, with the New First Lien Noteholder-Related Secured Parties hereby acknowledging and agreeing to turn over to the ABL holders of the Credit Facility Secured Parties amounts otherwise received or receivable by them from the Credit Facility First Priority Collateral to the extent necessary to effectuate the intent of this sentencesuch provision, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Noteholder-Related Secured Parties, and (b) with respect to the Secured Notes First Priority Collateral, the Noteholder-Related Secured Parties shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Secured Notes First Priority Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of claims for Post-Petition Interest, irrespective of whether such claim for such amounts is allowed or allowable in such Insolvency Proceeding, before any distribution from, or in respect of, any Secured Notes First Priority Collateral is made in respect of the claims under the Credit Facility Obligations, with the Credit Facility Secured Parties acknowledging and agreeing to turn over to the Noteholder-Related Secured Parties amounts otherwise received or receivable by them from the Secured Notes First Priority Collateral to the extent necessary to effectuate the intent of such provision, even if such turnover has the effect of reducing the claim or recovery of the Credit Facility Secured Parties.

Separate Grants of Security and Separate Classification. The New First Lien Collateral Each Term Loan Secured Party, the Term Loan Agent, each New First Lien Additional Term Secured Party and each Additional Term Agent on the one hand and each ABL Secured Party, the ABL Agent, each Additional ABL Secured Party and each Additional ABL Agent on the ABL Collateral Agent each acknowledge other hand acknowledges and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents, the Term Loan Collateral Documents, the Additional Term Collateral Documents on the one hand and the New First Lien Security Additional ABL Collateral Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common CollateralCollateral (including that the ABL Secured Parties do not have a Lien on any Real Property), the New First Lien 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 proposed Reorganization proposed, confirmed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held by a court of competent jurisdiction that the claims of the ABL Secured Parties and any New First Lien the 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 Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties, the Term Loan Secured Parties, any Additional Term Secured Parties and the New First Lien any Additional ABL Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims, Additional ABL Obligation claims, Term Loan Obligation claims and New First Lien Additional Term Obligation claims against the Grantors Credit Parties (with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or the Term Loan Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties and the Additional ABL Secured Parties or the Term 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 at interest, fees and expenses that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties and Additional ABL Secured Parties, on the one hand, and the Term Loan Secured Parties and the Additional Term Secured Parties, on the other hand, before any distribution is made from the applicable pool of Priority Collateral in respect of the claims held by the New First Lien other Secured Parties from such Common Collateral)Parties, with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Second Lien Collateral AgentRepresentative, each New First Lien Secured Party, each ABL Secured Party on behalf of itself and the ABL Collateral Agent each acknowledge Second Lien Claimholders, acknowledges and agree agrees that (ia) the grants of Liens pursuant to the ABL Security First Lien Documents on the one hand and the New First Second Lien Security Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any plan of reorganization proposed 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 against the ABL Secured Parties and any New First Lien Secured Parties Claimholders and Second Lien Note Holders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties Second Lien Representative, on behalf of itself and the New First Second Lien Secured Parties Claimholders, hereby acknowledge acknowledges and agree agrees that (i) all distributions shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation junior secured claims against the Grantors (Borrower and/or other Obligors in respect of the Collateral with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Second Lien Secured PartiesNote Holders), the ABL Secured Parties First Lien 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 at the relevant contract rate, before any distribution is made in respect of the claims held by the New First Second Lien Secured Parties from such Common Collateral), with Note Holders and (ii) the New First Second Lien Secured Parties hereby acknowledging and agreeing to Note Holders shall turn over to the ABL 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 Note Holders.

Separate Grants of Security and Separate Classification. The New Each Second Lien Agent, for itself and on behalf of the applicable Second Lien Claimholders, and the First Lien Collateral Agent, each New Agent for itself and on behalf of the First Lien Secured PartyClaimholders, each ABL Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Security Collateral Documents on the other hand and each class of Second Lien Collateral Documents constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First each class of Second Lien Obligations are is fundamentally different from the ABL First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien Secured Parties Claimholders and the Second Lien Claimholders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the ABL Secured Parties parties hereto hereby acknowledges and the New First Lien Secured Parties hereby acknowledge agrees that, subject to Sections 2.1 and agree that 4.1, all distributions shall be made as if there the First Lien Obligations, on the one hand, and the Second Lien Obligations (taken as a whole), on the other hand, were separate classes of ABL Obligation claims senior and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Second Lien Secured PartiesClaimholders), the ABL Secured Parties First Lien 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 (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of postPost-petition Petition Interest, including any additional interest at payable pursuant to the relevant contract rateFirst Lien Credit Agreement, arising from or related to a default, which is disallowed as a claim in any Insolvency Proceeding) before any distribution is made in respect of the claims held by the New First Second Lien Secured Parties from such Common Claimholders with respect to the Collateral), with each Second Lien Agent, for itself and on behalf of the New First applicable Second Lien Secured Parties Claimholders, hereby acknowledging and agreeing to turn over to the ABL Secured Parties amounts First Lien Agent, for itself and on behalf of the First Lien Claimholders, 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 Claimholders. This Section 6.10 is intended solely to govern the relationship of the First Lien Agent and the First Lien Claimholders, on the one hand, and the Second Lien Claimholders and the Second Lien Agents, on the other hand, and nothing herein shall be deemed to modify or affect any comparable separate grant or separate classification terms agreed among the Second Lien Agents and the Second Lien Claimholders under the Junior Intercreditor Agreement or otherwise.

Separate Grants of Security and Separate Classification. The New First Lien Collateral Agent, each New First Each Second Lien Secured Party, each ABL Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (ia) the grants of Liens pursuant to the ABL Security First Lien Loan Documents on the one hand and the New First Second Lien Security Loan Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Obligations are Indebtedness is fundamentally different from the ABL Obligations First Lien Indebtedness and must be separately classified in any plan of reorganization proposed or adopted in an any Insolvency Proceedingor Liquidation Proceeding to the extent such classes relate to the priority of Liens on the Collateral. 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 Secured Parties and any New First Second Lien Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Second Lien Secured Parties hereby acknowledge and agree that all distributions relating to the Collateral shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Second Lien Secured Parties), the ABL 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 at the relevant contract rate, before any distribution is made in respect of the claims held by the New First Second Lien Secured Parties from such Common Collateral), with and (ii) the New First Second Lien Secured Parties hereby acknowledging acknowledge and agreeing agree to turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Each Term Secured Party, each ABL Secured Party and the ABL Collateral Agent each acknowledge Junior Secured Party acknowledges and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents, the Term Collateral Documents on the one hand and the New First Lien Security Junior Collateral Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien 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 of reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien the Term Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Term Obligation claims against the Grantors (Credit Parties, with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Term Priority Collateral, as applicable, is sufficient (for this purpose ignoring all claims held by the other 39168701_7 Secured Parties), the ABL Secured Parties or the 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 and expenses that is available from each pool of Priority Collateral for each of the ABL Secured Parties and the Term Secured Parties, respectively, before any distribution is made in respect of the claims held by the other Secured Parties from such Collateral, with 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 the New First Lien any Junior Secured Parties), the ABL 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 at that is available from each pool of Priority Collateral for each of the relevant contract rate, 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 New First Lien Junior Secured Parties from such Common Junior Shared Collateral), with the New First Lien each Junior Agent that becomes a party to this Agreement, for itself and on behalf of each Junior Secured Parties Party represented thereby, hereby acknowledging and agreeing to turn over to the ABL Secured Parties 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 recoveriesrecoveries of such Junior Secured Parties.

Separate Grants of Security and Separate Classification. The New First Lien Collateral Each [Cash Flow] Secured Party, the [Cash Flow] Agent, each New First Lien Additional [Cash Flow] Secured Party and each Additional [Cash Flow] Agent, on the one hand, and each ABL Secured Party, the ABL Agent, each Additional ABL Secured Party and each Additional ABL Agent, on the ABL Collateral Agent each acknowledge other hand, acknowledges and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents, the [Cash Flow] Collateral Documents, the Additional [Cash Flow] Collateral Documents on the one hand and the New First Lien Security Additional ABL Collateral Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien [Cash Flow] Obligations and Additional [Cash Flow] Obligations are fundamentally different from the ABL Obligations and the Additional ABL Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of any two or more of the ABL Secured Parties, the Additional ABL Secured Parties, the [Cash Flow] Secured Parties and any New First Lien the Additional [Cash Flow] Secured Parties Parties, in respect of the Common Collateral constitute only one a single secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties, the [Cash Flow] Secured Parties, any Additional [Cash Flow] Secured Parties and the New First Lien any Additional ABL Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of such ABL Obligation claims, Additional ABL Obligation claims, [Cash Flow] Obligation claims and New First Lien Additional [Cash Flow] Obligation claims against the Grantors Credit Parties (with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or the Non-ABL Priority Collateral, as applicable, is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties, the Additional ABL Secured Parties, the [Cash Flow] Secured Parties or the Additional [Cash Flow] 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 at that is available from each applicable pool of Priority Collateral for each of the relevant contract rateABL Secured Parties, Additional ABL Secured Parties, the [Cash Flow] Secured Parties and the Additional [Cash Flow] Secured Parties, before any distribution is made from the applicable pool of Priority Collateral in respect of the claims held by the New First Lien other applicable Secured Parties from such Common Collateral)Parties, with the New First Lien such other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Each of the ABL Agent, each New First Lien Secured Party, each for itself and on behalf of the other ABL Secured Party Parties, and the ABL Collateral Agent each acknowledge Term Agent, for itself and agree on behalf of its other Related Secured Parties, acknowledges and agrees that (ia) the grants of Liens pursuant to the ABL Security Collateral Documents on the one hand and the New First Lien Security Term Collateral Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common ABL Priority Collateral and the Term Priority Collateral, the New First Lien ABL Obligations and the Term Obligations are fundamentally different from the ABL Obligations one another and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceedingor Liquidation Proceeding (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 Secured Parties and any New First Lien the Term Secured Parties in respect of the Common Collateral constitute 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 Secured Parties provisions hereof (including Sections 2.01 and the New First Lien Secured Parties hereby acknowledge and agree that 4.01), all distributions shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation 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 Common Senior Priority Collateral of any Class is sufficient (for this purpose ignoring all claims held by to satisfy the New First Lien Secured Parties)Senior Obligations of such Class, the ABL Senior Secured Parties of such 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 at the relevant contract rate, such Class before any distribution is made in respect of the claims held by the New First Lien Secured Parties from Junior Obligations in respect of such Common Collateral), with the New First Lien Junior Secured Parties in respect of such Collateral being required to (and hereby acknowledging and agreeing to to) turn over to the ABL 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 New First Each Second Lien Collateral Agent, Secured Party and each New First Lien Secured Party, each ABL Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Security Documents on and the other hand Second Lien Security Documents constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any plan of reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or adopted in an Insolvency 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 Secured Parties and any New First the Second Lien Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Second Lien Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL First Lien Obligation claims and New First Second Lien Obligation claims against the Grantors (Loan Parties, with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Second Lien Secured Parties), the ABL 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 at interest, fees, expense reimbursements and other claims that are available from the relevant contract rateCollateral up to the Maximum First Lien Facility Amount, before any distribution is made in respect of the claims held by the New First Second Lien Secured Parties from such Common the Collateral), with the New First Second Lien Secured Parties hereby acknowledging and agreeing to turn over to the ABL First Lien Secured Parties amounts payments from proceeds of the Collateral (other than Reorganization Securities) 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 Secured Parties.

Separate Grants of Security and Separate Classification. The New First Lien Collateral Agent, each New First Lien Each Term Secured Party, Party and each ABL Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Term Security Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien the Term Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Term Obligation claims against the Grantors (Obligors, with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties or the 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 at that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties and the Term Secured Parties, respectively, before any distribution is made in respect of the claims held by the New First Lien other Secured Parties from such Common Priority Collateral), with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New Second Lien Trustee, for itself and on behalf of the Second Lien Claimholders, and the First Lien Collateral Agent, each New Agent for itself and on behalf of the First Lien Secured PartyClaimholders, each ABL Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree that agrees that: (ia) the grants of Liens pursuant to the ABL Security First Lien Collateral Documents on the one hand and the New First Second Lien Security Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral Liens; and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any plan of reorganization proposed 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 Secured Parties and any New First Lien Secured Parties Claimholders and the Second Lien Claimholders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the ABL Secured Parties parties hereto hereby acknowledges and the New First Lien Secured Parties 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 Obligation claims senior and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Second Lien Secured PartiesClaimholders), the ABL Secured Parties First Lien 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 at payable pursuant to the relevant contract rateFirst Lien Credit Agreement, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution of Collateral or the proceeds of the Collateral is made in respect of the claims held by the New First Second Lien Secured Parties from such Common Collateral)Claimholders, with the New First Second Lien Secured Parties Trustee, for itself and on behalf of the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the ABL Secured Parties amounts First Lien Agent, for itself and on behalf of the First Lien Claimholders, proceeds of Collateral or the 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 recoveriesthem.

Separate Grants of Security and Separate Classification. The New First Lien Collateral Each Term Lender, the Term Agent, each New First Lien Secured Party, each ABL Secured Party Lender and the ABL Collateral Agent each acknowledge acknowledges and agree agrees that (i) the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Term Security Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Term Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien the Term Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Term Obligation claims against the Grantors (with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties or the 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 at that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties and the Term Secured Parties, respectively, before any distribution is made in respect of the claims held by the New First Lien other Secured Parties from such Common Priority Collateral), with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Secured Party, each ABL Each Secured Party acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (ia) the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Notes Security Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Lien Notes Obligations are fundamentally different from the ABL Obligations and must should be separately classified in any plan of reorganization proposed or adopted in an Insolvency 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 Secured Parties and any New First Lien the Notes Secured Parties in respect of the Common Collateral constitute only one secured claim claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Notes Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims and New First Lien Notes Obligation claims against the Grantors Loan Parties (with the effect being that, to the extent that the aggregate value of the Common ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien other Secured Parties), the ABL Secured Parties or the 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 postPost-petition interest at Petition Interest that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties and the Notes Secured Parties, respectively, before any distribution is made in respect of the claims held by the New First Lien other Secured Parties from such Common Collateral)Parties, with the New First Lien other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 New First Lien Collateral Agent, each New First Lien Each Secured Party, each ABL Secured Party Creditor acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (ia) the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Security Term Loan Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, of their differing rights in the Common Collateral, the New First Lien Term Loan Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent The Term Loan Creditors shall not seek in any Insolvency Proceeding to be treated as part of the parties same class of creditors as provided the ABL Creditors and shall not oppose any pleading or motion by the ABL Creditors for the ABL Creditors and the Term Loan Creditors to be treated as separate classes of creditors. The ABL Creditors shall not seek in any Insolvency Proceeding to be treated as part of the immediately preceding sentencesame class of creditors as the Term Loan Creditors and shall not oppose any pleading or motion by the Term Loan Creditors for the ABL Creditors and the Term Loan Creditors to be treated as separate classes of creditors. Notwithstanding the foregoing, if it is held that the claims of ABL Obligations and the ABL Secured Parties and any New First Lien Secured Parties in respect of the Common Collateral Term Loan Obligation constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the New First Lien Secured Parties Creditors hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation junior secured claims against the Grantors (Obligors in respect of the Collateral, with the effect being that, to the extent that (i) the aggregate value of the Common ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by exceeds the New First Lien Secured Parties)amount of the ABL Obligations incurred and accrued before the commencement of any Insolvency Proceeding, the ABL Secured Parties 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 at interest, and fees, costs and charges incurred subsequent to the relevant contract rate, commencement of the applicable Insolvency Proceeding before any distribution is made in respect of any of the claims held by the New First Lien Secured Parties from such Common Collateral)Term Loan Creditors and (ii) the aggregate value of the Term Loan Priority Collateral exceeds the amount of the Term Loan Obligations incurred and accrued before the commencement of any Insolvency Proceeding, with the New First Lien Secured Parties Term Loan 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, and fees, costs and charges incurred subsequent to the commencement of the applicable Insolvency Proceeding before any distribution is made in respect of any of the claims held by the ABL Creditors. The Term Loan Creditors and ABL Creditors hereby acknowledging and agreeing agree to turn over to the ABL Secured Parties Creditors or Term Loan Creditors, as applicable, 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 Term Loan Creditors or the ABL Creditors, as the case may be.

Separate Grants of Security and Separate Classification. The New Each First Lien Collateral AgentCreditor, each New First Second Lien Secured Party, each ABL Secured Party Creditor and the ABL Collateral Agent each acknowledge Third Lien Creditor acknowledges and agree agrees that (ia) the grants of Liens pursuant to the ABL Security First Lien Documents, the Second Lien Documents on the one hand and the New First Third Lien Security Documents on the other hand constitute three separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Lien Obligations Secured Claims, the Second Lien Secured Claims and the Third Lien Secured Claims are fundamentally different from the ABL Obligations each other and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent The First Lien Creditors, Second Lien Creditors and Third Lien Creditors shall not seek in any Insolvency Proceeding to be treated as part of the parties same class of creditors with one another and shall not oppose any pleading or motion by any of them for the First Lien Creditors, the Second Lien Creditors and the Third Lien Creditors to be treated as provided in separate classes of creditors. Notwithstanding the immediately preceding sentenceforegoing, if it is held that the claims Secured Claims of the ABL Secured Parties and any New First Lien Secured Parties Creditors, the Second Lien Creditors and the Third Lien Creditors in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the ABL Secured Parties parties hereto hereby acknowledges and the New First Lien Secured Parties hereby acknowledge and agree that agrees that, consistent with Section 2.1, all distributions shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by exceeds the New amount of the First Lien Secured Parties)Obligations, the ABL Secured Parties 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 at interest, and fees, costs and charges incurred subsequent to the relevant contract rate, commencement of the applicable Insolvency Proceeding before any distribution is made in respect of any of the claims held by the New Second Lien Creditors and Third Lien Creditors, and to the extent that the aggregate value of the Collateral exceeds the amount of the First Lien Secured Parties from such Common Collateral)Obligations and the Second Lien Obligations, with the New First Second Lien Secured Parties 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, and fees, costs and charges incurred subsequent to the commencement of the applicable Insolvency Proceeding before any distribution is made in respect of any of the claims held by the Third Lien Creditors. The Second Lien Creditors and Third Lien Creditors hereby acknowledging acknowledge and agreeing agree to turn over to the ABL 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 and Third Lien Creditors, and the Third Lien Creditors hereby acknowledge and agree to turn over to the Second Lien Creditors amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of the preceding sentence, even if such turnover has the effect of reducing the claim or recovery of the Third Lien Creditors.

Separate Grants of Security and Separate Classification. The New First Second Lien Collateral Agent, each New First Lien Secured Party, each ABL Secured Party Agent on behalf of itself and the ABL Collateral Agent each acknowledge Second Lien Lenders acknowledges and agree agrees that (i) the grants of Liens pursuant to the ABL Security First Lien Collateral Documents on the one hand and the New First Second Lien Security Collateral Documents on the other hand constitute two separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral and (ii) because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To Intercreditor Agreement further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Secured Parties and any New First Lien Secured Parties Agent and the First Lien Lenders and the Second Lien Agent and the Second Lien Lenders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties Second Lien Agent on behalf of itself and the New First Second Lien Secured Parties Lenders hereby acknowledge acknowledges and agree agrees that all distributions shall be made as if there were separate classes of ABL Obligation claims senior and New First Lien Obligation junior secured claims against the Grantors Borrowers and the Guarantors in respect of the Common Collateral (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Second Lien Secured PartiesAgent and the Second Lien Lenders), the ABL Secured Parties First Lien Agent and the 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 at the relevant contract rate, before any distribution is made in respect of the claims held by the New First Second Lien Secured Parties from such Common Collateral)Agent and the Second Lien Lenders, with the New First Second Lien Secured Parties Agent and the Second Lien Lenders hereby acknowledging and agreeing to turn over to the ABL Secured Parties First Lien Agent and the 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 Agent and the Second Lien Lenders).

Separate Grants of Security and Separate Classification. The New First Lien Collateral Agent, each New for itself and on behalf the First Lien Secured PartyClaimholders, each ABL Secured Party and the ABL Second Lien Collateral Agent each acknowledge Agent, for itself and agree on behalf of the Second Lien Claimholder, acknowledges and agrees that (ia) the grants of Liens pursuant to the ABL Security First Lien Collateral Documents on the one hand and the New First Second Lien Security Collateral Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect of Common 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 Common Collateral Liens, and (iib) because of, among other things, their differing rights in the Common Collateral, the New First Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and must be separately classified in any plan of reorganization or liquidation under the Bankruptcy Code (or other plan of similar effect under any Bankruptcy Law) proposed 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 Secured Parties and any New First Lien Secured Parties Claimholders and the Second Lien Claimholders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties First Lien Collateral Agent, on behalf of the First Lien Claimholders, and the New First Second Lien Secured Parties Collateral Agent, 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 Obligation claims senior and New First Lien Obligation 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 Common Collateral is sufficient (for this purpose ignoring all claims held by the New First Second Lien Secured PartiesCollateral Agent on behalf of the Second Lien Claimholders), the ABL Secured Parties First Lien 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 at that is available from the relevant contract rate, Collateral before any distribution is made in respect of the claims held by the New First Second Lien Secured Parties Claimholders from such Common Collateral), with the New First Second Lien Secured Parties Collateral Agent, on behalf of the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the ABL 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.