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

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Documents and the Junior Priority Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Obligations are fundamentally different from the 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 by a court of competent jurisdiction that the claims of the Senior Priority Secured Parties, on the one hand, and the Junior Priority Secured Parties, on the other hand, in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Secured Parties hereby acknowledge and agree that all distributions shall be applied as if there were separate classes of Senior Priority Obligation claims and Junior Priority Obligation claims against the Credit Parties, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the Senior Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest that is available from the Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior First Priority Obligations and the Second Priority Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties Parties, hereby acknowledge acknowledges and agree agrees that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesLoan 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging acknowledges and agreeing agrees to turn over to the Senior First Priority Secured Parties Representative amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Documents and the Junior Priority Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Obligations are fundamentally different from the Junior Priority Obligations and must be separately classified in any plan Plan of reorganization Reorganization proposed or adopted in an Insolvency ProceedingProceeding because of, among other things, their differing rights in the Collateral. 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 Senior Priority Secured Parties, on the one hand, and the Junior Priority Secured Parties, on the other hand, in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims)) or are classified in the same class of secured claims in any Plan of Reorganization, then the Secured Parties hereby acknowledge and agree that all distributions with respect to the Collateral shall be applied made as if there were separate classes of Senior Priority Obligation claims and Junior Priority Obligation claims against the Credit Loan Parties, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors Credit Facility Secured Parties represented thereby, and any other Additional Agent, for and on behalf of itself and the Creditors Additional Credit Facility Secured Parties represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsCredit Facility Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior Priority Collateral First Lien Security Documents and the Junior Priority Collateral Second Lien Security Documents constitute separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Priority First Lien Obligations and the Second Lien Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority First Lien Secured Parties, on the one hand, Parties and the Junior Priority Second Lien Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Lien Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesLoan 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 Junior Priority Second Lien Secured Parties), the Senior Priority 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 postPost-petition interest that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Amounts before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Second Lien Secured Parties, with the Junior Priority . The Second Lien Secured Parties hereby acknowledging acknowledge and agreeing agree to turn over to the Senior Priority First Lien Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Lien Secured Parties.

Separate Grants of Security and Separate Classification. Each Junior Priority Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Shared Collateral, the Senior Junior Priority Obligations are fundamentally different from the Junior 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Priority Secured Parties, on the other hand, Parties in respect of the Shared Collateral constitute only one class of secured claim claims (rather than separate classes of senior and junior secured claims), then the Junior Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, Grantors in respect of the Shared Collateral (with the effect being that, to the extent that the aggregate value of the Shared Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented therebyJunior Priority Secured Parties), and any other Agentthat, for and on behalf of itself and the Creditors represented thereby, with respect until turned over to the Obligations owing to any First Priority Secured Parties, such Additional Agent and Additional Creditorsamounts will be held in trust for the First Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges The Second Priority Agent, for itself and agrees that on behalf of the Second Priority Creditors, and the First Priority Agent, for itself and on behalf of the First Priority Creditors, acknowledge and agree that: (ia) the grants of Liens pursuant to the Senior First Priority Collateral Documents and the Junior Second Priority Collateral Documents constitute two separate and distinct grants of Liens Liens; and (iib) because of, among other things, their differing rights in the Collateral, the Senior Second Priority Obligations and the First Priority Obligations are fundamentally different from the Junior Priority Obligations each other 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 by a court of competent jurisdiction that the claims of the Senior class of First Priority Secured Parties, on the one hand, Creditors and the Junior class of Second Priority Secured Parties, on the other hand, Creditors in respect of the Collateral constitute only one secured claim (rather than separate classes of senior senior, junior and junior subordinated secured claims), then each of the Secured Parties parties hereto hereby acknowledge acknowledges and agree that agrees that, subject to Sections 2.1, 4.1 and 4.2, all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior, junior and Junior Priority Obligation subordinated secured claims against the Credit PartiesGrantors in respect of the Collateral, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Second Priority Secured Parties)Creditors, with respect to payment to the First Priority Creditors, (A) subject to the Maximum First Priority Indebtedness Amount, the Senior First Priority Secured Parties Creditors shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, including any additional interest that payable pursuant to the First Priority Credit Agreement, arising from or related to a default, which is available from the Collateral for each of the Senior Priority Secured Partiesdisallowed as a claim in any Insolvency or Liquidation Proceeding, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured PartiesCreditors with respect to the Collateral, and (B) after such payments to the First Priority Creditors, subject to the Maximum Second Priority Indebtedness Amount, the Second Priority Creditors shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, including any additional interest payable pursuant to the Second Priority Credit Agreement, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding, with the Junior Second Priority Secured Parties Agent, for itself and on behalf of the Second Priority Creditors, hereby acknowledging and agreeing to turn over to the Senior First Priority Secured Parties Agent, for itself and on behalf of the First Priority Creditors, amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentencesentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Second Priority Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior First Priority Obligations and the Second Priority Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesGrantors 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Secured Priority Secured Parties, with the Junior . The Second Priority Secured Parties hereby acknowledging acknowledge and agreeing agree to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Documents and the Junior Priority Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Obligations are fundamentally different from the 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 by a court of competent jurisdiction that the claims of the Senior Priority Secured Parties, on the one hand, and the Junior Priority Secured Parties, on the other hand, in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims and Junior Priority Obligation claims against the Credit Parties, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the 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 interest postpetition interest, fees, and expenses, that is available from the Collateral for each of the Senior Priority Secured PartiesParties (irrespective of whether a claim for such amounts is allowed or allowable in such Insolvency Proceeding), before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Credit Facility Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Credit Facility Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Documents and the Junior Second Priority Collateral Documents constitute separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior First Priority Obligations and the Second Priority Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties represented by it, hereby acknowledge acknowledges and agree agrees that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesLoan 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties. Each Second Priority Representative, with on behalf of itself and the Junior other Second Priority Secured Parties represented by it, hereby acknowledging acknowledges and agreeing agrees to turn over to the Senior Designated First Priority Secured Parties Representative amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral ABL Security Documents and the Junior Priority Collateral Term Loan Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Senior Priority Term Loan Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, Parties and the Junior Priority Term Loan Secured Parties, on the other hand, 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 Term Loan Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority ABL Obligation claims and Junior Priority Term Loan Obligation claims against the Credit Parties, Loan Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Term Loan Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties), the Senior Priority 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 postPost-petition interest Petition Interest that is available from the each pool of Priority Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the respective Senior Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party Term Lender, the Term Agent, each ABL Lender and the ABL Agent acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral ABL Security Documents and the Junior Priority Collateral Term Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Term Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, Parties and the Junior Priority Term Secured Parties, on the other hand, Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the Term Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority ABL Obligation claims and Junior Priority Term Obligation claims against the Credit Parties, Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Term Priority Collateral is sufficient (for this purpose ignoring all other claims held by the Junior Priority Secured Parties), the Senior Priority 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 that is available from the each pool of Priority Collateral for the satisfaction of each of the Senior Priority Secured Partiesapplicable ABL Obligation claims and the applicable Term Obligation claims, respectively, before any distribution from the Collateral is applied made in respect of the other claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority respective other Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors).

Separate Grants of Security and Separate Classification. Each Second Priority Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Second Priority Obligations are fundamentally different from the Junior First Priority Obligations and must be separately classified in any Chapter 11 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties, with the Junior Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties).

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior First Priority Obligations and the Second Priority Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesLoan 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Secured Priority Secured Parties, with the Junior . The Second Priority Secured Parties hereby acknowledging acknowledge and agreeing agree to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Security Documents and the Junior Priority Collateral Security Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Obligations are fundamentally different from the Junior Priority 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 Senior Priority Secured Parties, on the one hand, and the Junior Priority Secured Parties, on the other hand, in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims and Junior Priority Obligation claims against the Credit Parties, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the 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 interest interest, fees and expenses that is available from the Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors Credit Facility Secured Parties represented thereby, and any other Additional Agent, for and on behalf of itself and the Creditors Additional Credit Facility Secured Parties represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsCredit Facility Secured Parties.

Separate Grants of Security and Separate Classification. Each Second Lien Secured Party and each ABL Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral ABL Security Documents and the Junior Priority Collateral Second Lien Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Second Lien Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, Parties and the Junior Priority Second Lien Secured Parties, on the other hand, Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Lien Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority ABL Obligation claims and Junior Priority Second Lien Obligation claims against the Credit Loan Parties, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties), the Senior Priority 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 that is available from the Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Second Lien Secured PartiesParties from such Collateral, with the Junior Priority Second Lien Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority ABL Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Second Priority Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Senior Second Priority Obligations are fundamentally different from the Junior 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties, with the Junior Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties).

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior First Priority Obligations and the Second Priority Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesCompany 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Secured Priority Secured Parties, with the Junior . The Second Priority Secured Parties hereby acknowledging acknowledge and agreeing agree to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Documents and the Junior Priority Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Obligations are fundamentally different from the 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 by a court of competent jurisdiction that the claims of the Senior Priority Secured Parties, on the one hand, and the Junior Priority Secured Parties, on the other hand, in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims and Junior Priority Obligation claims against the Credit Parties, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the Senior Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest interest, fees, and expenses, that is are available from the Collateral for each of the Senior Priority Secured PartiesParties (irrespective of whether a claim for such amounts is allowed or allowable in such Insolvency Proceeding), before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Credit Facility Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Credit Facility Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Documents and the Junior Second Priority Collateral Documents constitute separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior First Priority Obligations and the Second Priority Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties represented by it, hereby acknowledge acknowledges and agree agrees that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesLoan 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 Junior Second Priority Secured Parties), the 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 post-petition interest that is available from the Collateral for each of the Senior Priority Secured Parties, Post- Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties. Each Second Priority Representative, with on behalf of itself and the Junior other Second Priority Secured Parties represented by it, hereby acknowledging acknowledges and agreeing agrees to turn over to the Senior Designated First Priority Secured Parties Representative amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Documents Revolving Loan Agreements and the Junior Priority Collateral Secured HY Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Obligations are Secured HY Debt is fundamentally different from the Junior Priority Obligations Revolving Debt 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 by a court of competent jurisdiction that the claims of the Senior Priority Revolving Secured Parties, on the one hand, Parties and the Junior Priority Secured Parties, on the other hand, Note Collateral Agent in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Revolving Secured Parties and the Note Collateral Agent hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation Revolving Debt claims and Junior Priority Obligation Secured HY Debt claims against the Credit Loan Parties, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured other Parties), the Senior Priority Revolving 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 and other fees, expenses and charges that is available from the Collateral for each of the Senior Priority Revolving Secured Parties, Parties before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Note Collateral Agent and the Secured PartiesHY Note Holders from such Collateral, with the Junior Priority Note Collateral Agent, by and on behalf of itself and the Secured Parties HY Note Holders hereby acknowledging and agreeing to turn over to the Senior Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Noteholder Secured Party Party, the Note Agent, each ABL Lender, the ABL Agent, each Additional Creditor and each Additional Agent acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority ABL Security Documents, the Note Collateral Documents and the Junior Priority Collateral Additional Security Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Note Obligations and Additional Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, and the Junior Priority Noteholder Secured Parties and Additional Secured Parties, on the other hand, in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties, the Noteholder Secured Parties and any Additional Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority ABL Obligation claims, Note Obligation claims and Junior Priority Additional Obligation claims against the Credit Parties, Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or the Note Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties), the Senior Priority ABL Secured Parties or the Noteholder Secured Parties and Additional Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest that is available from the each pool of Priority Collateral for each of the Senior Priority ABL Secured Parties, on the one hand, and the Noteholder Secured Parties and Additional Secured Parties, on the other hand, before any distribution is made from the applicable pool of Priority Collateral is applied in respect of the claims held by the Junior Priority other Secured Parties, with the Junior Priority other Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority 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 their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other AgentParty, for and on behalf of itself and the Creditors 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. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Working Capital Security Documents and the Junior Priority Collateral Term Loan Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Senior Priority Term Loan Obligations are fundamentally different from the Junior Priority Working Capital 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 by a court of competent jurisdiction that the claims of the Senior Priority Working Capital Secured Parties, on the one hand, Parties and the Junior Priority Term Loan Secured Parties, on the other hand, 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 Working Capital Secured Parties and the Term Loan Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation Working Capital Obligations claims and Junior Priority Obligation Term Loan Obligations claims against the Credit Parties, Loan Parties (with the effect being that, to the extent that the aggregate value of the Working Capital Priority Collateral or Term Loan Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties), the Senior Priority Working Capital Secured Parties or the Term Loan Secured Parties, respectively, shall be entitled to receive, in addition to any, amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing including, without limitation, in respect of postPost-petition interest Petition Interest, that is available from the each pool of Priority Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties), with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the respective Senior Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and to ensure that the Senior Secured Parties are satisfied in full. For the purposes of the foregoing, in the event the distributions to such class under such plan of reorganization are to be made in any other Agentcombination of cash, debt and/or equity securities, the Secured Parties shall be entitled to receive such distributions (according to their priority) in the following order until the amount of the secured claim of such Secured Parties has been satisfied in full (with the debt and equity securities being valued for such purposes in the amount that has been established for purposes of such plan of reorganization): (i) first, cash, (ii) second, debt securities, and on behalf of itself and the Creditors represented thereby(iii) third, with respect to the Obligations owing to any such Additional Agent and Additional Creditorsequity securities.

Separate Grants of Security and Separate Classification. Each Second Priority Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Second Priority Obligations are fundamentally different from the Junior 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, 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 Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, 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 Junior Second Priority Secured Parties), the Senior 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims Second Priority Obligations held by the Junior Second Priority Secured Parties, with the Junior Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented therebySecond Priority Secured Parties), and any other Agentthat, for and on behalf of itself and the Creditors represented thereby, with respect until turned over to the Obligations owing to any First Priority Secured Parties, such Additional Agent and Additional Creditorsamounts will be held in trust for the First Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Indenture Secured Party and each ABL Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior Priority Collateral ABL Security Documents and the Junior Priority Indenture Collateral Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Priority Indenture Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, Parties and the Junior Priority Indenture Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Indenture Secured Parties and the ABL Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, Debtor Parties in respect of the Common Collateral with the effect being that, that (i) to the extent that the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Indenture Secured Parties), the Senior Priority 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 postPost-petition interest Petition Interest that is available from the ABL Priority Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Indenture Secured Parties and (ii) to the extent that the aggregate value of the Indenture Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Secured Parties), the Indenture 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 Indenture Priority Collateral before any distribution is made in respect of the claims held by the ABL Secured Parties, with the Junior Priority Indenture Secured Parties and the ABL Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority ABL Secured Parties and the Indenture Secured Parties, respectively, amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecured Parties.

Separate Grants of Security and Separate Classification. Each Second Priority Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Second Priority Obligations are fundamentally different from the Junior 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, 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 Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties, with the Junior Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented therebySecond Priority Secured Parties), and any other Agentthat, for and on behalf of itself and the Creditors represented thereby, with respect until turned over to the Obligations owing to any First Priority Secured Parties, such Additional Agent and Additional Creditorsamounts will be held in trust for the First Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Term Loan Secured Party and each ABL Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior Priority Collateral ABL Security Documents and the Junior Priority Collateral Term Loan Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Priority Term Loan Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, Parties and the Junior Priority Term Loan Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Term Loan Secured Parties and the ABL Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, Loan Parties in respect of the Common Collateral with the effect being that, that (i) to the extent that the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Term Loan Secured Parties), the Senior Priority 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 postPost-petition interest Petition Interest that is available from the ABL Priority Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Term Loan Secured Parties and (ii) to the extent that the aggregate value of the Term Loan Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Secured Parties), 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 Priority Collateral before any distribution is made in respect of the claims held by the ABL Secured Parties, with the Junior Priority Term Loan Secured Parties and the ABL Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority ABL Secured Parties and the Term Loan Secured Parties, respectively, amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Security Documents and the Junior Priority Collateral Security Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Obligations are fundamentally different from the 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 by a court of competent jurisdiction that the claims of the Senior Priority Secured Parties, on the one hand, and the Junior Priority Secured Parties, on the other hand, in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims and Junior Priority Obligation claims against the Credit Parties, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral ABL Security Documents, the Term Security Documents, the Additional Indenture Security Documents and the Junior Priority Collateral Existing Indenture Security Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Secured Obligations of each Class are fundamentally different from the Junior Priority Secured Obligations of the other Classes 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 by a court of competent jurisdiction that the claims of the Senior Priority Secured Parties, on the one hand, and the Junior Priority Secured Parties, on the other hand, Parties in respect of the Collateral constitute only one secured claim claims in the same class (rather than separate classes of senior and junior secured claims), then the Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims and Junior Priority Secured Obligation claims against the Credit Parties, Loan Parties with the effect being that, to the extent that the aggregate value of the Senior Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties), the such Senior Priority Secured Parties Party shall be entitled to receive, in addition to amounts distributed to them it in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest Petition Interest that is available from the pool of Collateral for each of the such Senior Priority Secured PartiesParty, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority other Secured Parties, with the Junior Priority other Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority Representative on behalf of the respective Senior Secured Parties Party amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Noteholder Secured Party Party, the Note Agent, each ABL Lender, the ABL Agent, each Additional Creditor and each Additional Agent acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority ABL Security Documents, the Note Collateral Documents and the Junior Priority Collateral Additional Security Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Note Obligations and Additional Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, and the Junior Priority Noteholder Secured Parties and Additional Secured Parties, on the other hand, in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties, the Noteholder Secured Parties and any Additional Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority ABL Obligation claims, Note Obligation claims and Junior Priority Additional Obligation claims against the Credit Parties, Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or the Note Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties), the Senior Priority ABL Secured Parties or the Noteholder Secured Parties and Additional Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest that is available from the each pool of Priority Collateral for each of the Senior Priority ABL Secured Parties, on the one hand, and the Noteholder Secured Parties and Additional Secured Parties, on the other hand, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority other Secured Parties, with the Junior Priority other Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority respective other Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other AgentParty, for and on behalf of itself and the Creditors 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. Each Secured Party Subordinated Creditor acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior Priority Collateral Debt Documents and the Junior Priority Collateral Subordinated Debt Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Priority Subordinated Debt Obligations are fundamentally different from the Junior Priority Obligations Senior Debt and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency a 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 Senior Priority Secured Parties, on the one hand, Creditor and the Junior Priority Secured Parties, on the other hand, 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 Secured Parties Subordinated Creditors hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, 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 Junior Priority Secured PartiesSubordinated Creditors), the Senior Priority Secured Parties Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest that is available from the Collateral for each of the Senior Priority Secured Parties, Post- Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties Subordinated Creditors. The Subordinated Creditors hereby acknowledging acknowledge and agreeing agree to turn over to the Senior Priority Secured Parties Creditors amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Subordinated Creditors.

Separate Grants of Security and Separate Classification. Each Second Lien Secured Party and each ABL Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority ABL Collateral Documents and the Junior Priority Second Lien Collateral Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Second Lien Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, Parties and the Junior Priority Second Lien Secured Parties, on the other hand, Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Lien Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority ABL Obligation claims and Junior Priority Second Lien Obligation claims against the Credit Loan Parties, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties), the Senior Priority 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 that is available from the Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Second Lien Secured PartiesParties from such Collateral, with the Junior Priority Second Lien Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority ABL Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral ABL Security Documents and the Junior Priority Collateral Term Loan Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Term Loan Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, Parties and the Junior Priority Term Loan Secured Parties, on the other hand, Parties in respect of the 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 Term Loan Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority ABL Obligation claims and Junior Priority Term Loan Obligation claims against the Credit Parties, Loan Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Term Loan Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties), the Senior Priority 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 postPost-petition interest Petition Interest that is are available from the each pool of Priority Collateral for each of the Senior Priority ABL Secured Parties and the Term Loan Secured Parties, respectively, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority other Secured Parties, with the Junior Priority other Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority respective other Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Documents and the Junior Priority Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Obligations are fundamentally different from the 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 by a court of competent jurisdiction that the claims of the Senior Priority Secured Parties, on the one hand, and the Junior Priority Secured Parties, on the other hand, in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Agent hereby acknowledges and agrees, for and on behalf of itself and the Secured Parties hereby acknowledge and agree represented thereby, that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims and Junior Priority Obligation claims against the Credit Parties, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the Senior Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest that is available from the Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Second Priority Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Senior Second Priority Obligations are fundamentally different from the Junior 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties, with the Junior Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral ABL Security Documents and the Junior Priority Collateral Term Loan Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Senior Priority Term Loan Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, Parties and the Junior Priority Term Loan Secured Parties, on the other hand, 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 Term Loan Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority ABL Obligation claims and Junior Priority Term Loan Obligation claims against the Credit Parties, Loan Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Term Loan Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties)), the Senior Priority 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 postPost-petition interest Petition Interest that is available from the each pool of Priority Collateral for each of the Senior Priority ABL Secured Parties and the Term Loan Secured Parties, respectively, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority other Secured Parties, with the Junior Priority other Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority respective other Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Second Priority Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Senior Second Priority Obligations are fundamentally different from the Junior First Priority 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, 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 Junior Second Priority Secured Parties), the 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 that is available from Petition Interest (at the Collateral for each of the Senior Priority Secured Parties, applicable non-default rate) before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties, with the Junior Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Revolving Credit Security Documents and the Junior Priority Collateral Term Loan Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Senior Priority Term Loan Obligations are fundamentally different from the Junior Priority Revolving Credit 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 by a court of competent jurisdiction that the claims of the Senior Priority Revolving Credit Secured Parties, on the one hand, Parties and the Junior Priority Term Loan Secured Parties, on the other hand, 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 Revolving Credit Secured Parties and the Term Loan Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Revolving Credit Obligation claims and Junior Priority Term Loan Obligation claims against the Credit Parties, Loan Parties (with the effect being that, to the extent that the aggregate value of the Revolving Credit Priority Collateral or Term Loan Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties), the Senior Priority Revolving Credit 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 postPost-petition interest Petition Interest that is available from the each pool of Priority Collateral for each of the Senior Priority Revolving Credit Secured Parties and the Term Loan Secured Parties, respectively, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority other Secured Parties, with the Junior Priority other Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority respective other Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Factoring Security Documents and the Junior Priority Collateral Notes Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Senior Priority Notes Obligations are fundamentally different from the Junior Priority Factoring 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 by a court of competent jurisdiction that the claims of the Senior Priority Factoring Secured Parties, on the one hand, Parties and the Junior Priority Notes Secured Parties, on the other hand, 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 Factoring Secured Parties and the Notes Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Factoring Obligation claims and Junior Priority Notes Obligation claims against the Credit Parties, Financing Parties (with the effect being that, to the extent that the aggregate value of the Factoring Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties)), the Senior Priority Factoring Secured Parties or the Notes Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, repayment of advances, pre-petition interest interest, discounts and fees and other claims, all amounts owing in respect of postPost-petition interest Petition Fees that is available from the each pool of Priority Collateral for each of the Senior Priority Factoring Secured Parties and the Notes Secured Parties, respectively, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority other Secured Parties, with the Junior Priority other Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority respective other Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Second Lien Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior Priority First Lien Collateral Documents and the Junior Priority Second Lien Collateral Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Collateral, the Senior Priority Second Lien Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of against the Senior Priority First Lien Secured Parties, on the one hand, Parties and the Junior Priority Second Lien Secured Parties, on the other hand, Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Lien Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against any Loan Party in respect of the Credit Parties, Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Second Lien Secured Parties), the Senior Priority 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 postPost-petition interest that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Second Lien Secured Parties, with the Junior Priority Second Lien Representative and the Second Lien Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority First Lien Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Lien Secured Parties).

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior First Priority Obligations and the Second Priority Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions from the Common Collateral shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesUS 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Amounts before any distribution is made from the Common Collateral is applied in respect of the claims held by the Junior Second Priority Secured Parties, with the Junior . The Second Priority Secured Parties hereby acknowledging acknowledge and agreeing agree to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Common Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral ABL Security Documents and the Junior Priority Collateral Term Debt Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Term Debt Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, Parties and the Junior Priority Term Debt Secured Parties, on the other hand, Parties in respect of the 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 Term Debt Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority ABL Obligation claims and Junior Priority Term Debt Obligation claims against the Credit Parties, Loan Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Term Debt Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties), the Senior Priority ABL Secured Parties or the Term Debt 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 Petition Interest that is are available from the each pool of Priority Collateral for each of the Senior Priority ABL Secured Parties and the Term Debt Secured Parties, respectively, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority other Secured Parties, with the Junior Priority other Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority respective other Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement recoveries by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to Secured Parties making any such Additional Agent and Additional Creditorsturnover.

Separate Grants of Security and Separate Classification. Each Second Priority Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Second Priority Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, 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 Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties, with the Junior Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented therebySecond Priority Secured Parties), and any other Agentthat, for and on behalf of itself and the Creditors represented thereby, with respect until turned over to the Obligations owing to any First Priority Secured Parties, such Additional Agent and Additional Creditorsamounts will be held in trust for the First Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior First Priority Obligations and the Second Priority Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, 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 Second Priority Secured Parties hereby acknowledge acknowledges and agree agrees that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against Parent and the Credit PartiesLoan 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties, with . Each of the Junior Second Priority Secured Parties hereby acknowledging acknowledges and agreeing agrees to turn over to the Senior First Priority Secured Parties Representative amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Second Priority Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Second Priority Obligations are fundamentally different from the Junior First Priority Obligations and and, to the extent permitted by applicable Debtor Relief Laws, 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Secured Priority Secured Parties, with the Junior Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral ABL Security Documents and the Junior Priority Collateral Trust Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Senior Priority Collateral Trust Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, Parties and the Junior Priority Collateral Trust Secured Parties, on the other hand, 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 Collateral Trust Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority ABL Obligation claims and Junior Priority Collateral Trust Obligation claims against the Credit Parties, Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Collateral Trust Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties), the Senior Priority ABL Secured Parties or the Collateral Trust 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 Petition Interest that is available from the each pool of Priority Collateral for each of the Senior Priority ABL Secured Parties and the Collateral Trust Secured Parties, respectively, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority other Secured Parties, with the Junior Priority other Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority respective other Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral ABL Security Documents and the Junior Priority Collateral Term Loan Security Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Senior Priority Term Loan Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, Parties and the Junior Priority Term Loan Secured Parties, on the other hand, 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 Term Loan Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority ABL Obligation claims and Junior Priority Term Loan Obligation claims against the Credit Parties, Loan Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Term Loan Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties)), the Senior Priority 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 postPost-petition interest Petition Interest that is available from the each pool of Priority Collateral for each of the Senior Priority ABL Secured Parties and the Term Loan Secured Parties, respectively, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority other Secured Parties, with the Junior Priority other Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority respective other Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Documents and the Junior Priority Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Obligations are fundamentally different from the 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 by a court of competent jurisdiction that the claims of the Senior Priority Secured Parties, on the one hand, and the Junior Priority Secured Parties, on the other hand, in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims and Junior Priority Obligation claims against the Credit Parties, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the Senior Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest that is available from the Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Additional Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Second Priority Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Second Priority Obligations are fundamentally different from the Junior 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions Distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral Distribution is applied made in respect of the claims held by the Junior Second Secured Priority Secured Parties, with the Junior Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties).

Separate Grants of Security and Separate Classification. Each Junior Secured Party acknowledges and agrees that (ia) the grants of Liens granted pursuant to the Senior Priority Junior Collateral Documents are distinct and separate from the Liens granted pursuant to the Term A Collateral Documents and the Junior Priority Revolver Collateral Documents constitute separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Collateral, the Senior Priority Junior Obligations are fundamentally different from the Junior Priority Senior 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 by a court of competent jurisdiction that the claims of the Senior Priority Junior Secured Parties, on the one hand, and the Junior Priority Secured Parties, on the other hand, Parties in respect of the Collateral constitute only one secured claim along with the claims of either or both of the Term A Secured Parties and the Revolver Secured Parties (rather than separate classes of junior and senior and junior secured claims), then the Junior Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims junior and Junior Priority Obligation senior secured claims against the Credit Parties, Grantors in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the Senior Priority 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-petition interest that (whether or not such interest is available from the Collateral for each of the Senior Priority Secured Parties, deemed to accrue or is allowed in any Insolvency or Liquidation Proceeding) before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsJunior Secured Parties).

Separate Grants of Security and Separate Classification. Each Secured Party and Loan Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior First Priority Obligations and the Second Priority Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesLoan 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Secured Priority Secured Parties, with the Junior . The Second Priority Secured Parties hereby acknowledging acknowledge and agreeing agree to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Second Priority Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Second Priority Obligations are fundamentally different from the Junior First Priority 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, 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 Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, 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 Junior Second Priority Secured Parties), the Senior 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims Second Priority Obligations held by the Junior Second Priority Secured Parties, with the Junior Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is the claim or recovery of the Second Priority Secured Parties), and that, until turned over to the First Priority Secured Parties, such amounts will be held in trust for the First Priority Secured Parties, in all cases subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSection 5.12 hereof.

Separate Grants of Security and Separate Classification. Each Junior Priority Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior Second Priority Collateral Security Documents and the Junior Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Shared Collateral, the Senior Junior Priority Obligations are fundamentally different from the Junior Second 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 by a court of competent jurisdiction that the claims of the Senior Second Priority Secured Parties, on the one hand, Parties and the Junior Priority Secured Parties, on the other hand, Parties in respect of the Shared Collateral constitute only one class of secured claim claims (rather than separate classes of senior and junior secured claims), then the Junior Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, Grantors in respect of the Shared Collateral (with the effect being that, to the extent that the aggregate value of the Shared Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the Senior 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 postPost-petition interest that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Second Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented therebyJunior Priority Secured Parties), and any other Agentthat, for and on behalf of itself and the Creditors represented thereby, with respect until turned over to the Obligations owing to any Second Priority Secured Parties, such Additional Agent and Additional Creditorsamounts will be held in trust for the Second Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Second Priority Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Senior Second Priority Obligations are fundamentally different from the Junior 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties, with the Junior Second Priority Secured Parties hereby acknowledging and agreeing to turn rum over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties).

Separate Grants of Security and Separate Classification. Each With respect to each Type of Common Collateral, each Secured Party acknowledges and agrees that (i) the grants grant of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Priority Collateral Documents constitute constitutes a separate and distinct grants grant of Liens and from the grant of each of the Liens granted pursuant to any of the Second Priority Security Documents, (ii) because of, among other things, their differing rights in the such Common Collateral, the Senior First Priority Obligations and Second Priority Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction holds that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior claims held by the Second Priority Secured Parties, on the other hand, 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 Second Priority Secured Parties hereby acknowledge and agree that that, subject to Sections 2.01 and 4.01, all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, 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 Junior Second Priority Secured Parties), the Senior 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 that is available from Petition Interest (at the Collateral for each of the Senior Priority Secured Parties, applicable non-default rate) before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties), with the Junior Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior First Priority Secured Parties amounts distributions otherwise received or receivable by them from the 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 their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Documents and the Junior Priority Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Obligations are fundamentally different from the Junior Priority Obligations and must be separately classified in any plan of reorganization or arrangement or proposal 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 by a court of competent jurisdiction that the claims of the Senior Priority Secured Parties, on the one hand, and the Junior Priority Secured Parties, on the other hand, in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Secured Parties hereby acknowledge and agree that all distributions shall be applied as if there were separate classes of Senior Priority Obligation claims and Junior Priority Obligation claims against the Credit Parties, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the Senior Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest that is available from the Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party Senior Term Collateral Agent, on behalf of itself and the Senior Term Claimholders represented by it, each Junior Term Collateral Agent, on behalf of itself and the Junior Term Claimholders represented by it, and the ABL Collateral Agent, for itself and on behalf of each other ABL Claimholder represented by it, acknowledges and agrees that that: (ia) the grants of Liens on ABL Priority Collateral pursuant to the ABL Collateral Documents, the Senior Priority Term Collateral Documents and the Junior Priority Term Collateral Documents constitute separate and distinct grants of Liens and Liens; and (iib) because of, among other things, their differing rights in the ABL Priority Collateral, the Senior Priority Term Obligations, the Junior Term Obligations and the ABL Obligations are fundamentally different from the Junior Priority Obligations each other 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 by a court of competent jurisdiction that the claims of the ABL Claimholders, the Senior Priority Secured Parties, on the one hand, Term Claimholders and the Junior Priority Secured Parties, on the other hand, Term Claimholders in respect of the ABL Priority Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the Secured Parties parties hereto hereby acknowledge acknowledges and agree that agrees that, subject to Sections 2.1 and 4.1, all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims and Junior Priority Obligation secured claims against the Credit Parties, 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 Senior Term Claimholders and Junior Priority Secured PartiesTerm Claimholders), the Senior Priority Secured Parties 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 (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 that payable pursuant to the ABL Loan Documents, arising from or related to a default, which is available from the Collateral for each of the Senior Priority Secured Parties, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution from the Collateral is applied made in respect of the claims held by the Senior Term Claimholders and Junior Term Claimholders with respect to the ABL Priority Secured PartiesCollateral, with each Senior Term Collateral Agent, on behalf of itself and the Senior Term Claimholders represented by it, and each Junior Term Collateral Agent, on behalf of itself and the Junior Priority Secured Parties Term Claimholders represented by it, hereby acknowledging and agreeing to turn over to the Senior ABL Collateral Agent, for itself and on behalf of each other ABL Claimholder, ABL Priority Secured Parties amounts Collateral or proceeds of ABL Priority Collateral otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSenior Term Claimholders or Junior Term Claimholders).

Separate Grants of Security and Separate Classification. Each Secured Party New Grantor, the Pari Passu Collateral Agent, on behalf of itself and each other ABL Claimholder, and the Term Loan Collateral Agent on behalf of itself and each other Term Loan Claimholder, each acknowledges and agrees that that: (ia) the grants of Liens on the Term Loan Priority Collateral pursuant to the Senior Priority Term Loan Collateral Documents and the Junior Priority Pari Passu Collateral Documents constitute two separate and distinct grants of Liens Liens; and Table of Contents (iib) because of, among other things, their differing rights in the Term Loan Priority Collateral, the Senior Priority ABL Obligations are fundamentally different from the Junior Priority Term Loan Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceedingor Liquidation Proceeding of any New Grantor. 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 Senior Priority Secured Parties, on the one hand, Term Loan Claimholders and the Junior Priority Secured Parties, on the other hand, ABL Claimholders in respect of the Term Loan Priority Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the Secured Parties parties hereto hereby acknowledge acknowledges and agree agrees that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against any New Grantor in respect of the Credit Parties, Term Loan Priority Collateral (with the effect being that, to the extent that the aggregate value of the Term Loan Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured PartiesABL Claimholders), the Senior Priority Secured Parties Term Loan Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (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 that payable pursuant to the Term Loan Documents arising from or related to a default, which is available from the Collateral for each disallowed as a claim in any Insolvency or Liquidation Proceeding of the Senior Priority Secured Parties, any New Grantor) before any distribution from the Collateral is applied made in respect of the claims held by the Junior ABL Claimholders with respect to the Term Loan Priority Secured PartiesCollateral, with the Junior Priority Secured Parties Pari Passu Collateral Agent, on behalf of itself and each other ABL Claimholder, hereby acknowledging and agreeing to turn over to the Senior Term Loan Collateral Agent, on behalf of itself and each other Term Loan Claimholder, Term Loan Priority Secured Parties amounts Collateral or proceeds of Term Loan Priority Collateral otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsABL Claimholders).

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Documents and the Junior Priority Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Obligations are fundamentally different from the 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 by a court of competent jurisdiction that the claims of the Senior Priority Secured Parties, on the one hand, and the Junior Priority Secured Parties, on the other hand, in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims and Junior Priority Obligation claims against the Credit Parties, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the 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 interest postpetition interest, fees, and expenses, that is available from the Collateral for each of the Senior Priority Secured PartiesParties (irrespective of whether a claim for such amounts is allowed or allowable in such Insolvency Proceeding), before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral ABL Security Documents and the Junior Priority Collateral Term Loan Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Senior Priority Term Loan Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, Parties and the Junior Priority Term Loan Secured Parties, on the other hand, 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 Term Loan Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority ABL Obligation claims and Junior Priority Term Loan Obligation claims against the Credit Parties, Loan Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Term Loan Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties), the Senior Priority 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 postPost-petition interest Petition Interest that is available from the each pool of Priority Collateral for each of the Senior Priority ABL Secured Parties and the Term Loan Secured Parties, respectively, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority other Secured Parties, with the Junior Priority other Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority respective other Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior Priority Collateral ABL Security Documents and the Junior Priority Collateral Note and Specified Hedge Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Collateral, the Senior Priority Note and Specified Hedge Obligations are fundamentally different from the Junior Priority ABL Obligations and must should be separately classified in any plan of reorganization reorganization, plan of liquidation or similar plan 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 by a court of competent jurisdiction that the claims of the Senior Priority Secured Parties, on the one hand, ABL Obligations and the Junior Priority Secured Parties, on Note and Specified Hedge Obligations constitute claims in the other hand, in respect of the Collateral constitute only one secured claim same class (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the Note and Specified Hedge Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims ABL Obligations and Junior Priority Obligation claims Note and Specified Hedge Obligations against the Credit Parties, Loan Parties (with the effect being that, to the extent that the aggregate value of the ABL Collateral or Note and Specified Hedge Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties)), the Senior Priority ABL Secured Parties or the Note and Specified Hedge Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest Petition Interest that is are available from the Collateral each pool of priority collateral for each of the Senior Priority ABL Secured Parties and the Note and Specified Hedge Secured Parties, respectively, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority other Secured Parties, with the Junior Priority other Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority respective other Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party Subordinated Creditor acknowledges and agrees that (i) the grants of Liens pursuant to to, the Senior Priority Collateral Security Documents and the Junior Priority Collateral Subordinated Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Senior Priority Subordinated Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority Secured Parties, on the one hand, Creditors and the Junior Priority Secured Parties, on the other hand, 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 Secured Parties Subordinated Creditors hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, 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 Junior Priority Secured PartiesSubordinated Creditors), the Senior Priority Secured Parties Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured PartiesSubordinated Creditors), with the Junior Priority Secured Parties Subordinated Creditors hereby acknowledging and agreeing to turn over to the Senior Priority Secured Parties Agent for the benefit of the Senior Creditors amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Subordinated Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Documents and the Junior Priority Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Obligations are fundamentally different from the 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 by a court of competent jurisdiction that the claims of the Senior Priority Secured Parties, on the one hand, and the Junior Priority Secured Parties, on the other hand, in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims and Junior Priority Obligation claims against the Credit Parties, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the Senior Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest that is available from the Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Security Documents and the Junior Priority Collateral Security Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Obligations are fundamentally different from the Junior Priority 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 Senior Priority Secured Parties, on the one hand, and the Junior Priority Secured Parties, on the other hand, in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims and Junior Priority Obligation claims against the Credit Parties, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the 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 interest interest, fees and expenses that is available from the Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for behalf of itself and the Additional Credit Facility Secured Parties represented thereby, and any other Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors Credit Facility Secured Parties represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsCredit Facility Secured Parties.

Separate Grants of Security and Separate Classification. Each Second Priority Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior Priority Collateral Documents Parent Pledge Agreement and the Junior Comparable Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Second Priority Obligations are fundamentally different from the Junior 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against Par Piceance in respect of the Credit Parties, 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 Junior Second Priority Secured Parties), the Senior First Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest interest, and other claims, all amounts owing in respect of postPost-petition interest that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties, with the Junior . The Second Priority Secured Parties hereby acknowledging acknowledge and agreeing agree to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior First Priority Collateral Documents and the Junior Second Priority Collateral Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Second Priority Obligations are fundamentally different from the Junior 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, Parties in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Secured Priority Secured Parties, with the Junior Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior First Priority Representative, for distribution to the First Priority Secured Parties Parties, amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral ABL Security Documents and the Junior Priority Collateral Term Debt Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Term Debt Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, Parties and the Junior Priority Term Debt Secured Parties, on the other hand, Parties in respect of the 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 Term Debt Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority ABL Obligation claims and Junior Priority Term Debt Obligation claims against the Credit Parties, Loan Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Term Debt Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties), the Senior Priority ABL Secured Parties or the Term Debt 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 Petition Interest that is are available from the each pool of Priority Collateral for each of the Senior Priority ABL Secured Parties and the Term Debt Secured Parties, respectively, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority other Secured Parties, with the Junior Priority other Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority respective other Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Second Lien Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior Priority First Lien Collateral Documents and the Junior Priority Second Lien Collateral Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Collateral, the Senior Priority Second Lien Obligations are fundamentally different from the Junior Priority First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency ProceedingProceeding with respect to any Grantor. 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 against the Senior Priority First Lien Secured Parties, on the one hand, Parties and the Junior Priority Second Lien Secured Parties, on the other hand, Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Lien Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against any Grantor in respect of the Credit Parties, Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Second Lien Secured Parties), the Senior Priority 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 postPost-petition interest that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Second Lien Secured Parties, with the Junior Priority Second Lien Representative and the Second Lien Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority First Lien Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Lien Secured Parties).

Separate Grants of Security and Separate Classification. (a) Each of the Subordinated Creditors and the ABL Agent (on behalf of the ABL Secured Party Parties) acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Documents and the Junior Priority Collateral Documents constitute separate and distinct grants of Liens and (iiextent applicable) because of, among other things, their differing rights in the ABL Collateral, the Senior Priority Obligations are fundamentally different from Subordinated Indebtedness is not similarly situated to the Junior Priority ABL Obligations and must be separately classified in any plan of reorganization proposed or adopted in an any Insolvency Proceeding. . (b) To further effectuate the intent of the parties as provided in the immediately preceding sentenceparagraph (a), if it is held by a court of competent jurisdiction (i) that the claims of the Senior Priority ABL Secured Parties, on the one hand, Parties and the Junior Priority Secured Parties, on the other hand, Subordinated Creditors in respect of the ABL Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the Subordinated Creditors and the ABL Agent (on behalf of the ABL Secured Parties Parties) hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, Obligors in respect of the ABL Collateral (with the effect being that, to the extent that the aggregate value of the ABL Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured PartiesSubordinated Creditors), the Senior Priority 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 that is available from at the Collateral for each of the Senior Priority Secured Parties, default rate before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured PartiesSubordinated Creditors), with each of the Junior Priority Secured Parties Subordinated Creditors hereby acknowledging and agreeing to turn over to the Senior Priority ABL Agent, for distribution to the ABL Secured Parties Parties, amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Subordinated Creditors.

Separate Grants of Security and Separate Classification. Each With respect to each Type of Common Collateral, each Secured Party acknowledges and agrees that (ia) the grants grant of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Priority Collateral Documents constitute constitutes a separate and distinct grants grant of Liens and from the grant of each of the Liens granted pursuant to any of the Second Priority Security Documents, (iib) because of, among other things, their differing rights in the such Common Collateral, each of the Senior First Priority Obligations are and Second Priority Obligations is fundamentally different from the Junior Priority Obligations and must be separately classified in any plan of reorganization proposed or adopted confirmed in an Insolvency ProceedingProceeding and (c) 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 by a court of competent jurisdiction holds that the claims of the Senior First Priority Secured Parties, on Parties and/or the one hand, and claims held by the Junior Second Priority Secured Parties, on the other hand, 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 Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, 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 Junior Second Priority Secured Parties), the Senior 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 that is available from Petition Interest (at the Collateral for each of the Senior Priority Secured Parties, applicable non-default rate) before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties), with the Junior Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior First Priority Secured Parties amounts distributions otherwise received or receivable by them from the 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 their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Second Priority Secured Party and each Junior Priority Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents, the Second Priority Security Documents and the Junior Priority Collateral Security Documents constitute separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Second Priority Obligations and Junior Priority Obligations are fundamentally different from the Junior 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, and the Second Priority Secured Parties and/or Junior Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties and Junior Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesLoan 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 Junior Priority Secured Parties), the Senior 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 that is available from the Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.Junior

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Lien Priority Collateral Security Documents and the Junior Second Lien Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior First Lien Priority Obligations and the Second Lien Priority Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior First Lien Priority Secured Parties, on the one hand, Parties and the Junior Second Lien Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Lien Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesLoan 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 Junior Second Lien Priority Secured Parties), the Senior First Lien 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Post- Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Lien Priority Secured Parties, with the Junior . The Second Lien Priority Secured Parties hereby acknowledging acknowledge and agreeing agree to turn over to the Senior First Lien Priority Secured Parties upon written request therefor amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Lien Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges The Second Priority Lenders and agrees the First Priority Lenders acknowledge and agree that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Documents and the Junior Second Priority Collateral Documents constitute two separate and distinct grants of Liens Liens, and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Second Priority Obligations Claims are fundamentally different from the Junior First Priority Obligations 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 by a court of competent jurisdiction that the claims of against the Senior First Priority Secured Parties, on the one hand, Lenders and the Junior Second Priority Secured Parties, on the other hand, Lenders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then (i) the Secured Parties Second Priority Lenders hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, Grantors in respect of the First Priority Collateral (with the effect being that, to the extent that the aggregate value of the First Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Second Priority Secured PartiesLenders), the Senior First Priority Secured Parties Lenders shall be entitled to receivereceive from the First Priority Collateral or proceeds thereof, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition all interest that accrued (or which would have, absent the commencement of an Insolvency or Liquidation Proceeding, accrued, whether or not such interest is available from allowed in such Insolvency or Liquidation Proceeding) after the Collateral for each commencement of the Senior Priority Secured Parties, an Insolvency or Liquidation Proceeding before any distribution is made from the First Priority Collateral is applied or proceeds thereof in respect of the claims held by the Junior Second Priority Secured PartiesLenders, with the Junior Second Priority Secured Parties Lenders hereby acknowledging and agreeing to turn over to the Senior First Priority Secured Parties Lenders amounts otherwise received or receivable by them from the First Priority Collateral or proceeds thereof to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented therebySecond Priority Lenders, and (ii) the First Priority Lenders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Second Priority Collateral (with the effect being that, to the extent that the aggregate value of the Second Priority Collateral is sufficient (for this purpose ignoring all claims held by the First Priority Lenders), the Second Priority Lenders shall be entitled to receive from the Second Priority Collateral or proceeds thereof, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of all interest accrued (or which would have, absent the commencement of an Insolvency or Liquidation Proceeding, accrued, whether or not such interest is allowed in such Insolvency or Liquidation Proceeding) after the commencement of an Insolvency or Liquidation Proceeding before any other Agent, for and on behalf distribution is made from the Second Priority Collateral or proceeds thereof in respect of itself and the Creditors represented therebyclaims held by the First Priority Lenders, with respect the First Priority Lenders hereby acknowledging and agreeing to turn over to the Obligations owing Second INTERCREDITOR AGREEMENT BETWEEN CIT FINANCE LLC AND THE BANK OF NEW YORK MELLON/BROADVIEW NETWORKS HOLDINGS, INC AND SUBSIDIARIES Priority Lenders amounts otherwise received or receivable by them from the Second Priority Collateral or proceeds thereof to any the extent necessary to effectuate the intent of this sentence, even if such Additional Agent and Additional Creditorsturnover has the effect of reducing the claim or recovery of the First Priority Lenders.

Separate Grants of Security and Separate Classification. Each Second Priority Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Second Priority Obligations are fundamentally different from the Junior 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Secured Parties parties hereto hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the of Common Collateral or proceeds of Common Collateral is applied made in respect of the claims held by the Junior Second Secured Priority Secured Parties, with the Junior Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior First Priority Secured Parties amounts Common Collateral or proceeds of Common Collateral otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each The Second Priority Representative on behalf of each Second Priority Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Second Priority Obligations are fundamentally different from the Junior 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesLoan 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties, with the Junior . The Second Priority Representative on behalf of each Second Priority Secured Parties Party hereby acknowledging acknowledges and agreeing agrees to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Junior Priority Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Junior Priority Obligations are fundamentally different from the Junior 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Junior Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesLoan 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 Junior Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Secured Priority Secured Parties, with the . The Junior Priority Secured Parties hereby acknowledging acknowledge and agreeing agree to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsJunior Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior First Priority Obligations and the Second Priority Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties Parties, hereby acknowledge acknowledges and agree agrees that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesLoan 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging 509265-1512-14307-Active.15883725.6 acknowledges and agreeing agrees to turn over to the Senior First Priority Secured Parties Representative amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Second Priority Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Second Priority Obligations are fundamentally different from the Junior 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesLoan 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties, with the Junior . The Second Priority Secured Parties hereby acknowledging acknowledge and agreeing agree to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral ABL Security Documents and the Junior Priority Collateral [Term Loan] Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Senior Priority [Term Loan] Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, Parties and the Junior Priority [Term Loan] Secured Parties, on the other hand, 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 [Term Loan] Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority ABL Obligation claims and Junior Priority [Term Loan] Obligation claims against the Credit Parties, Loan Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or [Term Loan] Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties), the Senior Priority 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 postPost-petition interest Petition Interest that is available from the each pool of Priority Collateral for each of the Senior Priority ABL Secured Parties and the [Term Loan] Secured Parties, respectively, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority other Secured Parties, with the Junior Priority other Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority respective other Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges The Indenture Holders and agrees that the Credit Facility Claim Holders acknowledge and agree that: (ia) the grants of Liens pursuant to the Senior Priority Credit Facility Collateral Documents and the Junior Priority Indenture Collateral Documents constitute two separate and distinct grants of Liens Liens; and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Priority Indenture Obligations are fundamentally different from the Junior Priority Obligations Credit 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 by a court of competent jurisdiction that the claims of against the Senior Priority Secured Parties, on the one hand, Credit Facility Claim Holders and the Junior Priority Secured Parties, on the other hand, Indenture Holders in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then then: (i) the Secured Parties Indenture Holders hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Grantors in respect of the Credit Parties, Facility Priority Collateral (with the effect being that, to the extent that the aggregate value of the Credit Facility Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured PartiesIndenture Holders), the Senior Priority Secured Parties Credit Facility Claim Holders shall be entitled to receivereceive from the Credit Facility Priority Collateral or proceeds thereof, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition all interest that is available from accrued (or which would have, absent the Collateral for each commencement of an Insolvency or Liquidation Proceeding, accrued) after the Senior Priority Secured Parties, commencement of an Insolvency or Liquidation Proceeding before any distribution is made from the Credit Facility Priority Collateral is applied or proceeds thereof in respect of the claims held by the Junior Priority Secured PartiesIndenture Holders), with the Junior Priority Secured Parties Indenture Holders hereby acknowledging and agreeing to turn over to the Senior Priority Secured Parties Credit Facility Claim Holders amounts otherwise received or receivable by them from the Credit Facility Priority Collateral or proceeds thereof to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the claim or recovery of the Indenture Holders; and (ii) the Credit Facility Claim Holders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Indenture Priority Collateral (with the effect being that, to the extent that the aggregate recoveries. The foregoing sentence value of the Indenture Priority Collateral is subject sufficient (for this purpose ignoring all claims held by the Credit Facility Claim Holders), the Indenture Holders shall be entitled to receive from the Indenture Priority Collateral or proceeds thereof, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of all interest accrued (or which would have, absent the commencement of an Insolvency or Liquidation Proceeding, accrued) after the commencement of an Insolvency or Liquidation Proceeding before any separate agreement distribution is made from the Indenture Priority Collateral or proceeds thereof in respect of the claims held by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented therebyCredit Facility Claim Holders), with respect the Credit Facility Claim Holders hereby acknowledging and agreeing to turn over to the Obligations owing Indenture Holders amounts otherwise received or receivable by them from the Indenture Priority Collateral or proceeds thereof to any the extent necessary to effectuate the intent of this sentence, even if such Additional Agent and Additional Creditorsturnover has the effect of reducing the claim or recovery of the Credit Facility Claim Holders.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Lien Priority Collateral Security Documents and the Junior Second Lien Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior First Lien Priority Obligations and the Second Lien Priority Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior First Lien Priority Secured Parties, on the one hand, Parties and the Junior Second Lien Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Lien Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesLoan 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 Junior Second Lien Priority Secured Parties), the Senior First Lien 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Lien Priority Secured Parties, with the Junior . The Second Lien Priority Secured Parties hereby acknowledging acknowledge and agreeing agree to turn over to the Senior First Lien Priority Secured Parties upon written request therefor amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Lien Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Term Secured Party, the Term Agent, each Revolving Secured Party and the Administrative Agent acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Documents and the Junior Priority Collateral Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Term Obligations are fundamentally different from the Junior Priority Revolving 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 by a court of competent jurisdiction that the claims of the Senior Priority Revolver Secured Parties, on the one hand, Parties and the Junior Priority Term Secured Parties, on the other hand, Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Revolver Secured Parties and the Term Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Revolving Obligation claims and Junior Priority Term Obligation claims against the Credit Parties, Parties (with the effect being that, to the extent that the aggregate value of the Revolver Primary Collateral or Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties), the Senior Priority Revolver 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 that is available from the each pool of Collateral for each of the Senior Priority Revolver Secured Parties and the Term Secured Parties, respectively, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority other Secured Parties, with the Junior Priority other Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority respective other Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior First Priority Obligations and the Second Priority Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesLoan 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties, with the Junior . The Second Priority Secured Parties hereby acknowledging acknowledge and agreeing agree to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party Subordinated Creditor acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior Priority Collateral Debt Documents and the Junior Priority Collateral Subordinated Debt Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Priority Subordinated Debt Obligations are fundamentally different from the Junior Priority Obligations Senior Debt and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency a 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 Senior Priority Secured Parties, on the one hand, Creditor and the Junior Priority Secured Parties, on the other hand, 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 Secured Parties Subordinated Creditors hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, 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 Junior Priority Secured PartiesSubordinated Creditors), the Senior Priority Secured Parties Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest that is available from the Collateral for each of the Senior Priority Secured Parties, PostPetition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties Subordinated Creditors. The Subordinated Creditors hereby acknowledging acknowledge and agreeing agree to turn over to the Senior Priority Secured Parties Creditors amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Subordinated Creditors.

Separate Grants of Security and Separate Classification. Each Third Priority Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior Second Priority Collateral Security Documents and the Junior Third Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Third Priority Obligations are fundamentally different from the Junior Second 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 by a court of competent jurisdiction that the claims of the Senior Second Priority Secured Parties, on the one hand, Parties and the Junior Third Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior Third secured claims), then the Third Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesLoan 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 Junior Third Priority Secured Parties), the Senior 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 postPost-petition interest that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Third Secured Priority Secured Parties, with the Junior . The Third Priority Secured Parties hereby acknowledging acknowledge and agreeing agree to turn over to the Senior Second Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsThird Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior Priority Collateral ABL Security Documents and the Junior Priority Collateral Term Loan Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Collateral, the Senior Priority Term Loan Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, Parties and the Junior Priority Term Loan Secured Parties, on the other hand, Parties in respect of the 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 Term Loan Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority ABL Obligation claims and Junior Priority Term Loan Obligation claims against the Credit Parties, Loan Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Term Loan Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties), the Senior Priority 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 postPost-petition interest Petition Interest that is available from the each pool of Priority Collateral for each of the Senior Priority ABL Secured Parties and the Term Loan Secured Parties, respectively, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority other Secured Parties, with the Junior Priority other Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority respective other Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral ABL Security Documents and the Junior Priority Collateral Indenture Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Senior Priority Indenture Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority Secured Parties, on the one hand, ABL Lender and the Junior Priority Indenture Secured Parties, on the other hand, 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 Lender and the Indenture Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority ABL Obligation claims and Junior Priority Indenture Obligation claims against the Credit Parties, Loan Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties), the Senior Priority ABL Lender or the Indenture Secured Parties 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 Petition Interest that is available from the each pool of Priority Collateral for each of the Senior Priority ABL Lender and the Indenture Secured Parties, respectively, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority other Secured Parties, with the Junior Priority other Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority respective other Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Second Lien Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior Priority Collateral Documents and the Junior Priority Collateral Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Collateral, the Senior Priority Second Lien Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority First Lien Secured Parties, on the one hand, Parties and the Junior Priority Second Lien Secured Parties, on the other hand, Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Lien Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, Loan Parties in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Second Lien Secured Parties), the Senior Priority 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 postPost-petition interest that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Second Lien Secured Parties, with the Junior Priority Second Lien Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority First Lien Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Lien Secured Parties).

Separate Grants of Security and Separate Classification. Each The Second Priority Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Second Priority Obligations are fundamentally different from the Junior 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Party in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties Party hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, 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 Junior Second Priority Secured PartiesParty), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Secured Priority Secured PartiesParty, with the Junior Second Priority Secured Parties Party hereby acknowledging and agreeing to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Party.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Security Documents and the Junior Priority Collateral Security Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Obligations are fundamentally different from the Junior Priority 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 Senior Priority Secured Parties, on the one hand, and the Junior Priority Secured Parties, on the other hand, in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims and Junior Priority Obligation claims against the Credit Parties, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the 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 interest interest, fees and expenses that is available from the Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors Credit Facility Secured Parties represented thereby, and any other Additional Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.and

Separate Grants of Security and Separate Classification. Each Term Secured Party and each ABL Secured Party acknowledges and agrees that (i) the grants of Liens liens pursuant to the Senior Priority Collateral ABL Documents and the Junior Priority Collateral Term Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Senior Priority Term Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, Parties and the Junior Priority Term Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Term Secured Parties and the ABL Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation claims junior secured claims, in accordance with the terms of this Agreement, against the Credit Parties, Loan Parties in respect of the Common Collateral with the effect being that, that (A) to the extent that the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Term Secured Parties), the Senior 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 constituting ABL Priority Claims, all amounts owing in respect of Post-Petition Interest that is available from the ABL Priority Collateral before any distribution is made therefrom in respect of the claims held by the Term Secured Parties and (B) to the extent that the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Secured Parties), the Term Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of postPost-petition interest Petition Interest that is available from the Term Priority Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied made therefrom in respect of the claims held by the Junior Priority ABL Secured Parties, with the Junior Priority Term Secured Parties and the ABL Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority ABL Secured Parties and the Term Secured Parties, respectively, amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior First Priority Obligations and the Second Priority Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Party in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree Party agrees that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesBorrower 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 Junior Second Priority Secured PartiesParty), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Secured Priority Secured Parties, with the Junior Party. The Second Priority Secured Parties hereby acknowledging and agreeing Party agrees to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral it to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Party.

Separate Grants of Security and Separate Classification. Each of the Secured Party Parties and the Loan Parties acknowledges and agrees that (ia) the grants of Liens on the assets of each Loan Party pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior First Priority Obligations and the Second Priority Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesLoan 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties, with the Junior . The Second Priority Secured Parties hereby acknowledging acknowledge and agreeing agree to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party Term Lender acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior Priority Collateral Revolving Credit Documents and the Junior Priority Collateral Term Credit Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Collateral, the Senior Priority Subordinated Obligations are fundamentally different from the Junior Priority Obligations Senior Indebtedness 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 by a court of competent jurisdiction that the claims of against the Senior Priority Secured Parties, on the one hand, Revolving Claimholders and the Junior Priority Secured Parties, on the other hand, Term Lenders in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Secured Parties Term Lenders hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit Parties, Borrower and/or other Obligors in respect of the Collateral with the effect being that, that (i) to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured PartiesTerm Lenders), the Senior Priority Secured Parties Revolving 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 Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties, with Term Lenders and (ii) the Junior Priority Secured Parties Term Lenders hereby acknowledging acknowledge and agreeing agree to turn over to the Senior Priority Secured Parties Revolving Claimholders amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsTerm Lenders.

Separate Grants of Security and Separate Classification. Each Second Lien Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior Priority First Lien Collateral Documents and the Junior Priority Second Lien Collateral Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Collateral, the Senior Priority Second Lien Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of against the Senior Priority First Lien Secured Parties, on the one hand, Parties and the Junior Priority Second Lien Secured Parties, on the other hand, Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Lien Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against any Loan Party in respect of the Credit Parties, Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Second Lien Secured Parties), the Senior Priority 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Post- Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Second Lien Secured Parties, with the Junior Priority Second Lien Representative and the Second Lien Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority First Lien Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Lien Secured Parties).

Separate Grants of Security and Separate Classification. Each Secured Party and Loan Party acknowledges and agrees that (ia) the grants of Liens on the assets of each Loan Party pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior First Priority Obligations and the Second Priority Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesLoan 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties, with the Junior . The Second Priority Secured Parties hereby acknowledging acknowledge and agreeing agree to turn over to the Senior First Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf the claim or recovery of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsSecond Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral ABL Security Documents and the Junior Priority Collateral Fixed Asset Security Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Fixed Asset Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, Parties and the Junior Priority Fixed Asset Secured Parties, on the other hand, Parties in respect of the 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 Fixed Asset Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority ABL Obligation claims and Junior Priority Fixed Asset Obligation claims against the Credit Parties, Loan Parties (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Fixed Asset Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties), the Senior Priority ABL Secured Parties or the Fixed Asset 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 Petition Interest that is are available from the each pool of Priority Collateral for each of the Senior Priority ABL Secured Parties and the Fixed Asset Secured Parties, respectively, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority other Secured Parties, with the Junior Priority other Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority respective other Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant to the Senior Priority Collateral Security Documents and the Junior Priority Collateral Security Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Obligations are fundamentally different from the Junior Priority 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 Senior Priority Secured Parties, on the one hand, and the Junior Priority Secured Parties, on the other hand, in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims and Junior Priority Obligation claims against the Credit Parties, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the 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 interest interest, fees and expenses that is available from the Collateral for each of the Senior Priority Secured Parties, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors Credit Facility Secured Parties represented thereby, and any other Additional Agent, for and on behalf of itself and the Creditors Additional Credit Facility Secured Parties represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional CreditorsCredit Facility Secured Parties.

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior First Priority Obligations and the Second Priority Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties Parties, hereby acknowledge acknowledges and agree agrees that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesLoan 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 Junior Second Priority Secured Parties), the 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 that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging acknowledges and agreeing agrees to turn over to the Senior First Priority Secured Parties Representative amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing their aggregate recoveriesthe claim or recovery of the Second Priority Secured Parties. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.509265-1512-15059-Active.17708706.1

Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior Priority Collateral ABL Security Documents and the Junior Priority Collateral Term Loan Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Priority Term Loan Obligations are fundamentally different from the Junior Priority 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 by a court of competent jurisdiction that the claims of the Senior Priority ABL Secured Parties, on the one hand, Parties and the Junior Priority Term Loan Secured Parties, on the other hand, 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 Term Loan Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority ABL Obligation claims and Junior Priority Term Loan Obligation claims against the Credit Parties, Grantors (with the effect being that, to the extent that the aggregate value of the ABL Facility Priority Collateral or Term Loan Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority other Secured Parties), the Senior Priority 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 postPost-petition interest Petition Interest that is available from the each pool of Priority Collateral for each of the Senior Priority ABL Secured Parties and the Term Loan Secured Parties, respectively, before any distribution from the Collateral is applied made in respect of the claims held by the Junior Priority other Secured Parties, with the Junior Priority other Secured Parties hereby acknowledging and agreeing to turn over to the Senior Priority respective other Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing their the aggregate recoveries. The foregoing sentence is subject to any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Creditors.

Separate Grants of Security and Separate Classification. Each Second Priority Secured Party acknowledges and agrees that (ia) the grants of Liens pursuant to the Senior First Priority Collateral Security Documents and the Junior Second Priority Collateral Security Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Collateral, the Senior Second Priority Obligations are fundamentally different from the Junior 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 by a court of competent jurisdiction that the claims of against the Senior First Priority Secured Parties, on the one hand, Parties and the Junior Second Priority Secured Parties, on the other hand, Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions shall be applied made as if there were separate classes of Senior Priority Obligation claims senior and Junior Priority Obligation junior secured claims against the Credit PartiesLoan 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 Junior Second Priority Secured Parties), the 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 accrued or owing (or that would be accrued or owing if there were such separate classes of senior and junior secured claims) in respect of postPost-petition interest that is available from the Collateral for each of the Senior Priority Secured Parties, Petition Interest before any distribution from the Collateral is applied made in respect of the claims held by the Junior Second Priority Secured Parties, with the Junior Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the Senior First Priority Representative, for the benefit of the First Priority Secured Parties Parties, amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentenceSection, even if such turnover has the effect of reducing their aggregate recoveriesthe claim or recovery of the Second Priority Secured Parties. The foregoing sentence is subject However, nothing herein shall entitle the First Priority Representative to receive any separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Creditors represented thereby, and any other Agent, for and on behalf of itself and the Creditors represented thereby, with respect amount paid to the Obligations owing Second Priority Secured Parties by any Loan Party on account of the unsecured claim, if any, of the Second Priority Secured Parties if and to any the extent (but only if and to the extent) such Additional Agent and Additional Creditorspayment is from sources other than proceeds of collateral in which the First Priority Representative has a Lien.