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 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 (a) Each Fixed Asset Collateral Agent, each New First Lien Secured Partyfor itself and on behalf of the applicable Fixed Asset Claimholders, each ABL Secured Party and the ABL Collateral Agent each acknowledge Agent, for itself and agree on behalf of the ABL Claimholders, acknowledges and agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents on the one hand and the New First Lien Security Fixed Asset 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 Fixed Asset 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. In furtherance of the foregoing, the Fixed Asset Collateral Agent, each for itself and on behalf of the applicable Fixed Asset Claimholders, and the ABL Collateral Agent, for itself and on behalf of the ABL Claimholders, each agrees that the Fixed Asset Claimholders and the ABL Claimholders will vote as separate classes in connection with any plan of reorganization in any Insolvency or Liquidation Proceeding and that no Collateral Agent nor any Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization in any Insolvency or Liquidation Proceeding. (b) To further effectuate the intent of the parties as provided in the immediately preceding sentencethis Section 6.07, if it is held that the claims of the Fixed Asset Claimholders and the ABL Secured Parties and any New First Lien Secured Parties Claimholders in respect of the Common Fixed Asset Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders and the ABL Secured Parties Collateral Agent, for itself and on behalf of the New First Lien Secured Parties ABL Claimholders, hereby acknowledge acknowledges and agree that agrees that, subject to 2.01 and 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 Fixed Asset Collateral (with the effect being that, to the extent that the aggregate value of the Common Fixed Asset Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured PartiesABL Claimholders), the ABL Secured Parties Fixed Asset 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 rateFixed Asset Documents, 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)ABL Claimholders, with the New First Lien Secured Parties ABL Collateral Agent, for itself and on behalf of the ABL Claimholders, hereby acknowledging and agreeing to turn over to the ABL Secured Parties Controlling Fixed Asset Collateral Agent, for itself and on behalf of the Non-Controlling Fixed Asset Collateral Agent and the Fixed Asset 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 ABL Claimholders). (c) To further effectuate the intent of the parties as provided in this Section 6.07, if it is held that the claims of the Fixed Asset Claimholders and the ABL Claimholders in respect of the ABL Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders and the ABL Collateral Agent, for itself and on behalf of the ABL Claimholders, hereby acknowledges and agrees that, subject to Sections 2.01 and 4.01, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the ABL Collateral (with the effect being that, to the extent that the aggregate recoveriesvalue of the ABL Collateral is sufficient (for this purpose ignoring all claims held by the Fixed Asset Claimholders), 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, including any additional interest payable pursuant to the ABL 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 Fixed Asset Claimholders, with each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent, for itself and on behalf 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 claim or recovery of the Fixed Asset Claimholders). (d) Notwithstanding anything in the foregoing to the contrary, each Fixed Asset Collateral Agent and the Fixed Asset Claimholders, on the one hand, and the ABL Collateral Agent and the ABL Claimholders, on the other hand, shall retain the right to vote and otherwise act in any Insolvency or Liquidation Proceeding (including the right to vote to accept or reject any plan of reorganization) to the extent not inconsistent with the provisions hereof.

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 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 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 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 Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties represented by it, and each First Lien Representative and each First Lien Collateral Agent, each New for itself and on behalf of the First Lien Secured PartyParties represented by it, 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 Liens; and (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 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 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 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 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 (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 Documents, 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 with respect to the Collateral), with each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of the New First Second Lien Secured Parties represented by it, hereby acknowledging and agreeing to turn over to the ABL Designated First Lien Collateral Agent, for itself and on behalf of the First Lien Secured Parties amounts Parties, 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 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 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 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 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 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 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 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 Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each New First other Junior Lien Secured PartyClaimholder represented by it, and each ABL Secured Party Senior Lien Representative and the ABL each Senior Lien Collateral Agent Agent, for itself and on behalf of each acknowledge other Senior Lien Claimholder represented by it, acknowledges and agree that 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 Liens; and (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 Junior 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 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 Senior Lien Claimholders and any New First the Junior 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 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 Company 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 Junior 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 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 Lien Documents, 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 Junior Lien Secured Parties from such Common Claimholders with respect to the Collateral), with the New First each Junior Lien Secured Parties Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, hereby acknowledging and agreeing to turn over to the ABL Secured Parties amounts Designated Senior Lien Collateral Agent, for itself and on behalf of each other Senior Lien Claimholder, 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 Junior Lien Claimholders).

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 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 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 (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 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 First Lien Each Fixed Asset Collateral Agent, for itself and on behalf of each New First Lien Secured Partyother Fixed Asset Claimholder represented by it, and each ABL Secured Party Collateral Agent, for itself and the on behalf of each other ABL Collateral Agent each acknowledge Claimholder represented by it, acknowledges and agree that agrees that: (ia) the grants of Liens pursuant to the ABL Security Collateral Documents on the one hand and the New First Lien Security Fixed Asset 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 Liens; and (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 Fixed Asset 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 Claimholders and any New First Lien Secured Parties the Fixed Asset 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 and New First Lien Obligation 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 Prior Lien Collateral is sufficient (for this purpose ignoring all claims held by the New First Subordinated Lien Secured PartiesClaimholders), 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 (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 ratePrior Lien Loan Documents, 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 Subordinated Lien Secured Parties from such Common Claimholders with respect to the Prior Lien Collateral), with the New First each Subordinated Lien Secured Parties Collateral Agent, for itself and on behalf of each other Subordinated Lien Claimholder, hereby acknowledging and agreeing to turn over to the ABL Secured Parties amounts Designated Prior Lien Collateral Agent, for itself and on behalf of each other Prior Lien Claimholder, Collateral or proceeds of Prior Lien 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 Subordinated Lien Claimholders). Nothing in this Section shall limit the rights of the Company or its Subsidiaries as debtors in any Insolvency or Liquidation Proceeding.

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 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 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 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 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(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 claim or recovery of the Second Priority Secured Parties and/or the Third Priority Secured Parties. (b) With respect to each Type of Common Collateral, subject to Section 5.6(a), if a court of competent jurisdiction holds that the claims of the Second Priority Secured Parties and the claims held by one or more of the Third Priority Secured Parties constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Third Priority Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the relevant Loan Parties in respect of such Common Collateral (with the effect being that, to the extent that the aggregate recoveriesvalue of such Common Collateral is sufficient (for this purpose ignoring all claims held by the Third Priority Secured Parties), the Second Priority Secured Parties shall be entitled to receive, in addition to distributions to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest (at the applicable non-default rate) before any distribution is made in respect of the claims held by the Third Priority Secured Parties), with the Third Priority Secured Parties hereby acknowledging and agreeing to turn over to the Second Priority Secured Parties 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 claim or recovery of the Third 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 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 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 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 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 Lien (a) Each Fixed Asset Collateral Agent, each New First Lien Secured Partyfor itself and on behalf of the applicable Fixed Asset Claimholders, each ABL Secured Party and the ABL Revolving Credit Collateral Agent each acknowledge Agent, for itself and agree on behalf of the Revolving Credit Claimholders, acknowledges and agrees that (i) the grants of Liens pursuant to the ABL Security Revolving Credit Collateral Documents on the one hand and the New First Lien Security Fixed Asset 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 Fixed Asset 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. In furtherance of the foregoing, the Fixed Asset Collateral Agent, each for itself and on behalf of the applicable Fixed Asset Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, each agrees that the Fixed Asset Claimholders and the Revolving Credit Claimholders will vote as separate classes in connection with any plan of reorganization in any Insolvency or Liquidation Proceeding and that no Collateral Agent nor any Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization in any Insolvency or Liquidation Proceeding. (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 Fixed Asset Claimholders and any New First Lien Secured Parties the Revolving Credit Claimholders in respect of the Common Fixed Asset Facility Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Fixed Asset Collateral Agent, for itself and on behalf of the ABL Secured Parties applicable Fixed Asset Claimholders and the New First Lien Secured Parties Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledge acknowledges and agree that agrees that, subject to Sections 2.1 and 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 Fixed Asset Facility Collateral (with the effect being that, to the extent that the aggregate value of the Common Fixed Asset Facility Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured PartiesRevolving Credit Claimholders), the ABL Secured Parties Fixed Asset 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 rateFixed Asset Documents, 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 Controlling Fixed Asset Collateral Agent, for itself and on behalf of the Non-Controlling Fixed Asset Collateral Agent and the Fixed Asset 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). (c) To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Fixed Asset 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 Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, 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 Fixed Asset 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 Fixed Asset Claimholders, with each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset 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 Fixed Asset Claimholders). (d) Notwithstanding anything in the foregoing to the contrary, each Fixed Asset Collateral Agent and the Fixed Asset Claimholders, on the one hand, and the Revolving Credit Collateral Agent and the Revolving Credit Claimholders, on the other hand, shall retain the right to vote and otherwise act in any Insolvency or Liquidation Proceeding (including the right to vote to accept or reject any plan of reorganization) to the extent not inconsistent with the provisions hereof.

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 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 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 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 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 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 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 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 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 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 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 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 (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 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 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 Agent, the Grantors, the Revolver Agent on behalf each New First Lien Secured PartyRevolver Lender, each ABL Secured Party and the ABL Collateral Term Loan Agent on behalf of each Term Loan Lender, 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 CollateralCollateral and the Proceeds thereof, the New First Lien Term Loan Obligations and the Revolver 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 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 Revolver Lenders and any New First Lien Secured Parties the Term Loan 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 Grantors, the Collateral Agent, the Revolver Agent, on behalf of the Revolver Lenders, and the New First Lien Secured Parties Term Loan Agent, on behalf of the Term Loan Lenders, hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Revolver Obligation claims and New First Lien Term Loan Obligation claims against the Grantors (and any other Grantors, with the effect being that, (i) to the extent that the aggregate value of the Common Revolver Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured Parties)sufficient, the ABL Revolver 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 the relevant contract rate, Revolver Priority Collateral (regardless of whether any such claims may or may not be allowed or allowable in whole or in part as against the Grantors in the applicable Insolvency Proceeding(s) pursuant to Section 506(b) of the Bankruptcy Code or otherwise) before any distribution is made in respect of the claims held by the New First Lien Term Loan Secured Parties from such Common Revolver Priority Collateral), with the New First Lien Collateral Agent, on behalf of the Term Loan Secured Parties Parties, hereby acknowledging and agreeing to turn over to the ABL Secured Parties Revolver Agent, for the benefit of the Revolver Lenders, amounts otherwise received or receivable by them from such Revolver Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries of the Term Loan Secured Parties, and (ii) to the extent that the aggregate value of the Term Loan Priority Collateral is sufficient, the Term Loan Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest 41 that is available from the Term Loan Priority Collateral (regardless of whether any such claims may or may not be allowed or allowable in whole or in part as against the Company or any of the Guarantors in the applicable Insolvency Proceeding(s) pursuant to Section 506(b) of the Bankruptcy Code or otherwise) before any distribution is made in respect of the claims held by the Revolver Secured Parties from such Term Loan Priority Collateral, with the Collateral Agent, on behalf of the Revolver Secured Parties, hereby acknowledging and agreeing to turn over to the Term Loan Agent, for its own account and for the benefit of the Term Loan Lenders, amounts otherwise received or receivable by them from such Term Loan Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the Revolver Secured Parties.

Separate Grants of Security and Separate Classification. The 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.

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 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 (a) Each Fixed Asset Collateral Agent, each New First Lien Secured Partyfor itself and on behalf of the applicable Fixed Asset Claimholders, each ABL Secured Party and the ABL Revolving Credit Collateral Agent each acknowledge Agent, for itself and agree on behalf of the Revolving Credit Claimholders, acknowledges and agrees that (i) the grants of Liens pursuant to the ABL Security Revolving Credit Collateral Documents on the one hand and the New First Lien Security Fixed Asset 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 Fixed Asset Obligations are fundamentally different from the ABL Revolving Credit Obligations and must be separately classified in any plan of reorganization proposed or similar dispositive restructuring plan proposed, confirmed or adopted in an Insolvency or Liquidation Proceeding. In furtherance of the foregoing, the Fixed Asset Collateral Agent, each for itself and on behalf of the applicable Fixed Asset Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, each agrees that the Fixed Asset Claimholders and the Revolving Credit Claimholders will vote as separate classes in connection with any plan of reorganization or similar dispositive restructuring plan in any Insolvency or Liquidation Proceeding and that no Collateral Agent nor any Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization or similar dispositive restructuring plan in any Insolvency or Liquidation Proceeding. (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 Fixed Asset Claimholders and any New First Lien Secured Parties the Revolving Credit Claimholders in respect of the Common Fixed Asset Facility Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claimsclaims subject to the relative Lien priorities set forth herein with respect to such Fixed Asset Facility Collateral), then each Fixed Asset Collateral Agent, for itself and on behalf of the ABL Secured Parties applicable Fixed Asset Claimholders and the New First Lien Secured Parties Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledge acknowledges and agree that agrees that, subject to Sections 2.1 and 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 Fixed Asset Facility Collateral (with the effect being that, to the extent that the aggregate value of the Common Fixed Asset Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured PartiesRevolving Credit Claimholders), the ABL Secured Parties Fixed Asset Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest interest, fees, expenses and other claims, all amounts owing in respect of postPost-petition Petition Interest, including any additional interest at payable pursuant to the relevant contract rateFixed Asset Documents, arising from or related to a default, whether or not a claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Fixed Asset Collateral 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 Controlling Fixed Asset Collateral Agent, for itself and on behalf of the Non-Controlling Fixed Asset Collateral Agent and the Fixed Asset Claimholders, amounts otherwise received or receivable by them from the Fixed Asset Collateral 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. (c) To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Fixed Asset Claimholders and the Revolving Credit Claimholders in respect of the Revolving Credit Collateral constitute only one secured claim (rather than separate classes of secured claims subject to the relative Lien priority set forth herein with respect to such Revolving Credit Collateral), then each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, 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 ABL Collateral is sufficient (for this purpose ignoring all claims held by the Fixed Asset Claimholders), the Revolving Credit Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses 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, whether or not a claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the ABL Collateral in respect of the claims held by the Fixed Asset Claimholders, with each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset 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 from the ABL Collateral 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 Fixed Asset Claimholders. (d) Each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that no Revolving Credit Claimholder nor any Fixed Asset Claimholder (whether in the capacity of a secured creditor or an unsecured creditor) shall propose, vote for, or otherwise support directly or indirectly any plan of reorganization or similar dispositive restructuring plan that is inconsistent with the priorities or other provisions of this Agreement. (e) If, in any Insolvency or Liquidation Proceeding involving a Grantor, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed or reinstated (in whole or in part) pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations, then, to the extent the debt obligations distributed on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

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 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 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 Each of the Grantors, each Second Lien Representative, for itself and on behalf of the Second Lien Secured Parties represented by it, and each First Lien Collateral AgentRepresentative, each New for itself and on behalf of the First Lien Secured PartyParties represented by it, 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 Liens; and (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 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 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 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 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 (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 Documents, 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 with respect to the Collateral), with each Second Lien Representative, for itself and on behalf of the New First Second Lien Secured Parties represented by it, hereby acknowledging and agreeing to turn over to the ABL Designated First Lien Representative, for itself and on behalf of the First Lien Secured Parties amounts Parties, 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 Secured Parties.

Separate Grants of Security and Separate Classification. The New First Lien Each Term Collateral Agent, each New First Lien other Term Secured Party, the ABL Collateral Agent 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 Collateral Documents, on the one hand hand, and the New First Lien Security Documents Term Collateral Documents, on the other hand 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 Term Obligations, do not give rise to a “commonality of interest” 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 Credit 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 other claims held by the New First Lien 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 are available from each pool of Priority Collateral for the relevant contract ratesatisfaction of each of the applicable ABL Obligation claims and the applicable Term Obligation claims, respectively, before any distribution is made in respect of the other claims held by the New First Lien Secured Parties from such Common Collateral)Parties, with the New First Lien 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 Term Loan Collateral Agent, on behalf of itself and each New First Lien Secured Partyother Term Loan Claimholder, each ABL Secured Party and the Joint ABL Collateral Agent on behalf of itself and each acknowledge other ABL Claimholder, acknowledges and agree that agrees that: (ia) the grants of Liens on the ABL Priority Collateral pursuant to the ABL Security Collateral Documents on the one hand and the New First Lien Security Term Loan 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 Liens; and (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, 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 Proceedingor Liquidation Proceeding of the ABL Grantor. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Secured Parties Claimholders and any New First Lien Secured Parties the Term Loan Claimholders in respect of the Common ABL Priority 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 ABL Grantor 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 Secured PartiesTerm Loan Claimholders), 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 (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 rateABL Loan Documents arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding of the ABL Grantor) before any distribution is made in respect of the claims held by the New First Lien Secured Parties from such Common Term Loan Claimholders with respect to the ABL Priority Collateral), with the New First Lien Secured Parties Term Loan Collateral Agent, on behalf of itself and each other Term Loan Claimholder, hereby acknowledging and agreeing to turn over to the Joint ABL Secured Parties amounts Agent, on behalf of itself and each other ABL Claimholder, ABL Priority Collateral or proceeds of ABL Priority 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 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 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 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 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 recoveries.recoveries of such Secured Parties. 34

Separate Grants of Security and Separate Classification. The New First Lien Notes Collateral Agent, each New First Lien Notes 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 Notes Security Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Notes Secured Parties’ claims against the Company Company, the Co-Issuer 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 Company, the Co-Issuer 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 Notes 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 Notes 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 Notes 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 Notes 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 Notes 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 Notes Secured Parties from such Common Intercreditor Collateral), with the New First Lien Notes 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.. . The provisions of this Agreement are intended to be and shall be enforceable under Section 510(a) of the Bankruptcy Code. . All rights, interests, agreements and obligations of the ABL Collateral Agent and the ABL Secured Parties, and the Notes Collateral Agent and the Notes Secured Parties, respectively, hereunder shall remain in full force and effect irrespective of:

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, Party and each Additional Term Agent on the one hand and each ABL Secured Party and the ABL Collateral Agent each acknowledge Agent, on the other hand acknowledges and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents, the Term Loan Collateral Documents on the one hand and the New First Lien Security Additional 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 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 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, on the one hand, and the Term Loan Secured Parties and any New First Lien the Additional Term 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 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, 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 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, 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 Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and any other Party, 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 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 Junior Lien Agent, each ABL Junior Lien Obligations Representative, and all Other Junior 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 Junior 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 (ii) because of, among other things, their differing rights in the Common Collateral, the New First Junior 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 Obligations Representative, 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 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 Obligations Secured Parties and any New First Junior 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 such 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 Junior Lien Obligations Secured Parties from such Common Collateral)Parties, with the New First Junior 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 Junior Lien Obligations 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 Indenture Holders and the ABL Collateral Agent each INMETCO Facility Lenders acknowledge and agree that that: (ia) the grants of Liens pursuant to the ABL Security INMETCO Facility Collateral Documents on the one hand and the New First Lien Security Indenture 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 INMETCO Collateral, the New First Lien Indenture Obligations are fundamentally different from the ABL Obligations INMETCO Facility 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 INMETCO Facility Lenders and any New First Lien Secured Parties Indenture Holders in respect of the Common INMETCO Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then then, the ABL Secured Parties and the New First Lien Secured Parties Indenture Holders 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 INMETCO Collateral (with the effect being that, to the extent that the aggregate value of the Common INMETCO Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured PartiesIndenture Holders), the ABL Secured Parties INMETCO Facility Lenders shall be entitled to receivereceive from the INMETCO 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 INMETCO Collateral or proceeds thereof in respect of the claims held by the New First Lien Secured Parties from such Common CollateralIndenture Holders), with the New First Lien Secured Parties Indenture Holders hereby acknowledging and agreeing to turn over to the ABL Secured Parties INMETCO Facility Lenders amounts otherwise received or receivable by them from the INMETCO 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 Indenture Holders.

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 Creditor acknowledges and the ABL Collateral Agent each acknowledge and agree agrees that (i) 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 (ii) because of, among other things, their differing rights in the Common Collateral, the New First Lien Subordinated Obligations are fundamentally different from the ABL Senior 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 Creditors and any New First Lien Secured Parties Subordinated 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 Lien Secured Parties Subordinated 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 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 Creditors), the ABL Secured Parties Senior Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest 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 Creditors, with the New First Lien Secured Parties Subordinated Creditors hereby acknowledging and agreeing to turn over to the ABL Secured Parties Senior Creditors amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Subordinated Creditors.

Separate Grants of Security and Separate Classification. The 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 and agree the Term Loan Agent, on behalf of itself and the 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 New First Lien Secured Parties’ claims against grant of Liens on the Company and/or any Grantor in respect of Common Collateral constitute junior claims separate and apart (and of a different class) from securing the senior claims of the ABL 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 Common Collateral, each of the New First Lien ABL Secured Obligations, and Term Loan 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 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 and any New First Lien the claims held by the Second Priority Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior first and junior second 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 Common Collateral shall be made as if there were separate classes of ABL Obligation claims first and New First Lien Obligation second secured claims against the relevant Grantors in respect of the Common Collateral (with the effect being that, to the extent that the aggregate value of the Common 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 Common 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 Common Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Priority Secured Parties with respect to the Common Collateral.

Separate Grants of Security and Separate Classification. The New First Lien Collateral 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, and agree the LC Agent, on behalf of itself and the LC 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 New First Lien Secured Parties’ claims against 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 LC Secured Parties against the Company and the Grantors in respect of Common Collateral Obligations and (ii) because of, among other things, their differing rights in the such Common Collateral, each of the New First Lien ABL Secured Obligations are and LC 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 Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held a court of competent jurisdiction holds that the claims of the ABL Secured Parties and any New First Lien and/or the claims of LC Secured Parties in respect of the any Type of Common Collateral constitute only more than one secured claim (rather than separate classes of senior first, second and junior third priority secured claims), then the ABL Secured Parties and the New First Lien 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 and New First Lien Obligation second priority secured claims against the relevant Grantors in respect of such Common Collateral (with the effect being that, to the extent that the aggregate value of the such Common 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 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 such Common CollateralParties), with the New First Lien Second 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 with respect to such Common Collateral.

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-petition interest and other claims, all amounts owing in respect of 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 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 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 such other Secured Parties hereby acknowledging and agreeing to turn over to the ABL 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 Notes Collateral Agent, each New First Lien Notes 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 Notes Security Documents on the other hand constitute separate and distinct grants of Liens and the New First Lien Notes 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 Notes 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 Notes 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 Notes 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 Notes 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 Notes 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 Notes Secured Parties from such Common Intercreditor Collateral), with the New First Lien Notes 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 ABL Agent, each New First Lien Secured Partyon behalf of the ABL Claimholders, each ABL Secured Party and the ABL Collateral Senior Secured Agent each on behalf of the Senior Secured Notes Claimholders, acknowledge and agree that (i) intend that: the respective grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Security Senior Secured Notes 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 Senior Secured Notes Obligations are fundamentally different from the ABL Obligations, and (ii) the ABL Obligations and are fundamentally different from 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 the ABL Claimholders and the Senior Secured Parties and any New First Lien Secured Parties 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 Senior 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 Senior 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 rate(including any additional interest payable pursuant to any Prior Lien Document arising from or related to a default regardless of whether a claim for post-petition interest is allowed or allowable in such Insolvency or Liquidation Proceeding), 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 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 Senior Term Loan Agent, on behalf of itself and agree the Senior 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 New First Lien Secured Parties’ claims against the Company and/or any Grantor in respect grant of Liens on such Common Collateral constitute junior claims securing the Senior Term Loan Secured Obligations and from the grant of Liens on such Common Collateral securing the Junior Term Loan Secured Obligations, (ii) the grant of Liens on the Common Collateral securing the Senior Term Loan Secured Obligations constitutes a separate and apart (and distinct grant of a different class) Liens from the senior claims grant of the ABL Secured Parties against the Company and the Grantors in respect of Liens on such Common Collateral securing the Junior Term Loan Secured Obligations and (iiiii) because of, among other things, their differing rights in the such Common Collateral, each of the New First Lien ABL Secured Obligations, Senior 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 Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held a court of competent jurisdiction holds that the claims of the ABL 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 more than one secured claim (rather than separate classes of senior first, second and junior third priority secured claims), then then: (a) 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 claim or recovery of the Second Priority Secured Parties and/or the Third Priority Secured Parties with respect to such Common Collateral; and (b) without limiting, and subject in all respects to, Section 5.7(a), the 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 first, second and 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 recoveriesvalue of such Common Collateral is sufficient (for this purpose ignoring all claims held by the Third Priority Secured Parties), the Second Priority Secured Parties with respect to such Common Collateral shall be entitled to receive, in addition to distributions to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest (at the applicable non-default rate) before any distribution is made in respect of the claims held by the Third Priority Secured Parties with respect to such Common Collateral), with the Third Priority Secured Parties with respect to such Common Collateral hereby acknowledging and agreeing to turn over to the Second Priority Secured Parties 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 claim or recovery of Third Priority Secured Parties with respect to such Common Collateral.

Separate Grants of Security and Separate Classification. The New First Lien Term Loan Collateral Agent, on behalf of itself and each New First Lien Secured Partyother Term Loan Claimholder, each ABL Secured Party and the ABL Collateral Agent on behalf of itself and each acknowledge other ABL Claimholder, acknowledges and agree that agrees that: (ia) the grants of Liens on the ABL Priority Collateral pursuant to the ABL Security Collateral Documents on the one hand and the New First Lien Security Term Loan 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 Table of Common Collateral constitute junior claims separate and apart Contents (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, 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 Proceedingor Liquidation Proceeding of any ABL Grantor. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Secured Parties Claimholders and any New First Lien Secured Parties the Term Loan Claimholders in respect of the Common ABL Priority 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 any ABL Grantor in respect of the Grantors 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 Secured PartiesTerm Loan Claimholders), 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 (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 rateABL Loan Documents arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding of any ABL Grantor) before any distribution is made in respect of the claims held by the New First Lien Secured Parties from such Common Term Loan Claimholders with respect to the ABL Priority Collateral), with the New First Lien Secured Parties Term Loan Collateral Agent, on behalf of itself and each other Term Loan Claimholder, hereby acknowledging and agreeing to turn over to the ABL Secured Parties amounts Collateral Agent, on behalf of itself and each other ABL Claimholder, ABL Priority Collateral or proceeds of ABL Priority 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 Term Loan Claimholders).

Separate Grants of Security and Separate Classification. The New Each First Lien Collateral Term Lender, the First Lien Term Agent, each New First Lien Notes Secured Party, each Future Term Loan/Notes Indebtedness Secured Party, the First Lien Notes Agent, 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 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 Term Loan/Notes 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 Loan/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 Term Loan/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 Term Loan/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 Term Loan/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 Term Loan/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 that is available from each pool of Priority Collateral for each of the relevant contract rateABL Secured Parties and the Term Loan/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.

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 Third 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 Third Priority 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 Priority Obligations, the Second Priority Obligations and the Third Priority Obligations are each 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 Priority Secured Parties, Second Priority Secured Parties and any New First Lien Third Priority Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than three 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 hereby acknowledge and agree that all distributions shall be made as if there were three separate classes of ABL Obligation claims first, second and New First Lien Obligation third priority 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 Third Priority Secured Parties), (i) 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 Secured Priority Secured Parties from such Common Collateral)and the Third Priority Secured Parties, with the New First Lien Second Priority Secured Parties and Third Priority Secured Parties hereby acknowledging and agreeing 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 sentence, even if such turnover has the effect of reducing the aggregate recoveriesclaim or recovery of the Second Priority Secured Parties and Third Priority Secured Parties; and (ii) following the application of clause (i) hereto, the Second 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 before any distribution is made in respect of the claims held by the Third Priority Secured Parties, with the Third Priority Secured Parties hereby acknowledging and agreeing to turn over to the Second 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 claim or recovery of the Third Priority Secured Parties.

Separate Grants of Security and Separate Classification. The New First Lien Collateral (a) In furtherance of the foregoing, the Term Agent, each New First Lien Secured Partyfor itself and on behalf of the Term Claimholders, each ABL Secured Party and the ABL Collateral Agent each acknowledge Agent, for itself and agree on behalf of the ABL Claimholders, acknowledges and 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 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 Term Secured Claims are fundamentally different from the ABL Obligations Secured Claim and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. In furtherance of the foregoing, the Term Agent, for itself and on behalf of the Term Claimholders, and the ABL Agent, for itself and on behalf of the ABL Claimholders, each agrees that the Term Claimholders and the ABL Claimholders will vote as separate classes in connection with any plan of reorganization in any Insolvency Proceeding and that no Agent nor any Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization in any Insolvency Proceeding. (b) To further effectuate the intent of the parties as provided in the immediately preceding sentencethis Section 6.11, if it is held that the claims of the Term Claimholders and the ABL Secured Parties and any New First Lien Secured Parties Claimholders in respect of the Common Term Priority Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties Term Agent, for itself and on behalf of the Term Claimholders and the New First Lien Secured Parties ABL Agent, for itself and on behalf of the ABL Claimholders, hereby acknowledge acknowledges and agree that agrees that, subject to Sections 2.1 and 4.1, all distributions in respect of the Term 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 Grantors in respect of the Term Priority Collateral (with the effect being that, to the extent that the aggregate value of the Common Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Secured PartiesABL Claimholders), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other WEIL:\96331350\2\35899.0561 claims, all amounts owing (or would be owing if there were such separate classes of claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to the Term Documents, arising from or related to a default, which is disallowed as a claim in any Insolvency Proceeding) before any distribution in respect of the Term Priority Collateral is made in respect of the claims held by the ABL Claimholders, with the ABL Agent, for itself and on behalf of the ABL Claimholders, hereby acknowledging and agreeing to turn over to the Term Agent, for itself and on behalf of the Term Claimholders, amounts otherwise received or receivable by them in respect of the Term Priority Collateral 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 ABL Claimholders. (c) To further effectuate the intent of the parties as provided in this Section 6.11, if it is held that the claims of the Term Claimholders and the ABL Claimholders in respect of the ABL Priority Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Term Agent, for itself and on behalf of the Term Claimholders and the ABL Agent, for itself and on behalf of the ABL Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions in respect of the ABL Priority Collateral shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the ABL Priority Collateral (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders), 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 (or would be owing if there were such separate classes of claims) in respect of postPost-petition Petition Interest, including any additional interest at payable pursuant to the relevant contract rateABL Documents, arising from or related to a default, which is disallowed as a claim in any Insolvency Proceeding) before any distribution in respect of the ABL Priority Collateral is made in respect of the claims held by the New First Lien Secured Parties from such Common Collateral)Term Claimholders, with the New First Lien Secured Parties Term Agent, for itself and on behalf of the Term Claimholders, hereby acknowledging and agreeing to turn over to the ABL Secured Parties Agent, for itself and on behalf of the ABL Claimholders, amounts 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 Term Claimholders.

Separate Grants of Security and Separate Classification. The New First Notes Collateral Trustee for itself and on behalf of the other Notes Pari Passu Lien Collateral AgentClaimholders, each New First Lien Secured Partythe North America ABL Agent for itself and on behalf of the other North America ABL Claimholders, 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 North America ABL Security Collateral Documents on the one hand and the New First Indenture Pari Passu 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 Liens; and (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 Notes Pari Passu Lien Obligations are fundamentally different from each of the North America ABL Obligations and the Excess North America 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 North America ABL Secured Parties Claimholders on the one hand, and any New First the Notes Pari Passu Lien Secured Parties Claimholders, 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 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 and New First Lien Obligation secured claims against Grantors in respect of the Grantors Collateral (with the effect being that, to the extent that the aggregate value of the Common Prior Lien Collateral is sufficient (for this purpose ignoring all claims held by the New First Subordinated Lien Secured PartiesClaimholders), 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 (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 ratePrior Lien Loan Documents, 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 Subordinated Lien Secured Parties from such Common Claimholders with respect to the Prior Lien Collateral), with the New First Subordinated Lien Secured Parties Agent, for itself and on behalf of the other Subordinated Lien Claimholders, hereby acknowledging and agreeing to turn over to the ABL Secured Parties amounts Prior Lien Agent, for itself and on behalf of the other Prior Lien Claimholders, Collateral or proceeds of Prior Lien 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 Subordinated Lien Claimholders).

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 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 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 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 (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 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 Secured Parties and the Term Credit 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 agrees that as between the holders of the ABL Obligations, on the one hand, and the holders of the Non-ABL Collateral Agent each acknowledge and agree that Obligations, on the other hand, (i) the grants of Liens pursuant to the ABL Security Documents on the one hand and the New First Lien Non-ABL 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 Non-ABL 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 Non-ABL 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 Non-ABL 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 Non-ABL 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 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 Non-ABL 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 Non-ABL 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 First Lien Collateral Each Junior Priority Agent, on behalf of itself and each New First Lien applicable Junior Priority Secured Party, and each ABL Senior Priority Agent, on behalf of itself and each applicable Senior Secured Party 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 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 Senior Priority Obligations are fundamentally different from the ABL Junior Priority Obligations and must should be separately classified in any plan of reorganization proposed or adopted in an a Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Senior Secured Parties and any New First Lien the Junior Priority 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 Senior 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 Priority Obligations and New First Lien Obligation claims Junior Priority Obligations 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 Junior Priority Secured Parties), the ABL 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 postPost-petition interest at Petition Interest that is available from the relevant contract rate, Common Collateral for the Senior Secured Parties before any distribution is made in respect of the claims held by the New First Lien other Secured Parties from such Common CollateralParties), with the New First Lien Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the ABL Senior 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 [Term Loan] Secured Party, the [Term Loan] Agent, each New First Lien Additional [Term] Secured PartyParty and each Additional [Term] Agent, on the one hand, and each ABL Secured Party and the ABL Collateral Agent each acknowledge Agent, on the other hand, acknowledges and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents, the [Term Loan] Collateral Documents on the one hand and the New First Lien Security Additional [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, the New First Lien [Term Loan] Obligations and Additional [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, on the one hand, and the [Term Loan] Secured Parties and any New First Lien the Additional [Term] 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 [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, [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 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, 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, with respect to the [Term Loan] Obligations and any Additional [Term] Obligations, to the provisions of any applicable [Term] Intercreditor Agreement.

Separate Grants of Security and Separate Classification. The New First Lien ABL Collateral Agent, on behalf each New First Lien ABL Secured Party, each ABL Secured Party and the ABL Term Loan Collateral Agent Agent, on behalf of each acknowledge Term Loan Secured Party, acknowledges and agree agrees that (ia) the grants of Liens pursuant to the ABL Security Loan Documents on the one hand and the New First Lien Security Term Loan 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 Term Loan 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 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 (rather than separate classes of senior and junior secured claims), then the ABL Collateral Agent, on behalf of the ABL Secured Parties Parties, and the New First Lien Term Loan Collateral Agent, on behalf of each Term Loan Secured Parties Party, 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 Loan Obligation claims against the Grantors (Obligors, with the effect being that, (i) to the extent that the aggregate value of the Common ABL First Lien Collateral is sufficient (for this purpose ignoring all claims held by the New First Lien Term Loan Collateral Agent on behalf of the Term Loan Secured Parties), the ABL Collateral Agent and 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 that is available from the relevant contract rate, ABL First Lien Collateral (regardless of whether any such claims may or may not be allowed or allowable in whole or in part as against any Obligor in the applicable Insolvency Proceeding(s) pursuant to Section 506(b) of the Bankruptcy Code or otherwise) before any distribution is made in respect of the claims held by the New Term Loan Collateral Agent on behalf of the Term Loan Secured Parties, from such ABL First Lien Secured Parties from such Common Collateral), with the New First Lien Term Loan Collateral Agent, on behalf of the Term Loan Secured Parties Parties, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent, for the benefit of the ABL Secured Parties Parties, amounts otherwise received or receivable by them from such ABL First Lien Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveriesrecoveries of the Term Loan Secured Parties, and (ii) to the extent that the aggregate value of the Term Loan First Lien Collateral is sufficient (for this purpose ignoring all claims held by the ABL Collateral Agent on behalf of the ABL Secured Parties), the Term Loan Collateral Agent and the Term Loan Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest that is available from the Term Loan First Lien Collateral (regardless of whether any such claims may or may not be allowed or allowable in whole or in part as against any Obligor in the applicable Insolvency Proceeding(s) pursuant to Section 506(b) of the Bankruptcy Code or otherwise) before any distribution is made in respect of the claims held by the ABL Collateral Agent, on behalf of the ABL Secured Parties, from such Term Loan First Lien Collateral, with the ABL Collateral Agent, on behalf of the ABL Secured Parties, hereby acknowledging and agreeing to turn over to the Term Loan Collateral Agent, for the benefit of the Term Loan Secured Parties, amounts otherwise received or receivable by them from such Term Loan First Lien Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the ABL Secured Parties.

Separate Grants of Security and Separate Classification. The 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 arrangement (or proposal 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 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 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 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 (Credit 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 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 Each First Lien Secured Party, Party and each ABL Second Lien Notes Secured Party acknowledges and the ABL Collateral Agent each acknowledge 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 Notes 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 Obligations are fundamentally different from the ABL Second Lien Notes 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 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 First Lien Secured Parties and the New First Second 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 Obligation claims and Second Lien Notes 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 Notes 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, including any prepayment premium and any additional interest at that is payable pursuant to the relevant contract rate, First Lien Credit Documents arising from or related to a default before any distribution is made in respect of the claims held by the New First Second Lien Notes Secured Parties from such Common Collateral)Parties, with the New First Second Lien Notes 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 Agent and the ABL Collateral Agent each acknowledge Secured Creditor acknowledges and agree agrees that (i) the grants of Liens pursuant to the ABL Security Collateral Documents, the Cash Flow 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 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 Cash Flow 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 Cash Flow 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, Cash Flow 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 Cash Flow Facilities 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 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 Cash Flow Secured Parties and Additional 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.

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 (other than any ABL Exclusive 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-petition interest and other claims, all amounts owing in respect of 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 such ABL Priority Collateral for the relevant contract rateABL Secured Parties, before any distribution is made in respect of the claims held by the New First Lien Term Secured Parties from such Common 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 such 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 post-petition interest, fees and expenses (regardless of whether any claim therefor is allowed or allowable in any such Insolvency Proceeding) that is #94592040v2 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.