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

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

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

Separate Grants of Security and Separate Classification. The ABL Second Priority Collateral Agent, for itself and on behalf of the other ABL Second Priority Claimholders, and the Term First Priority Collateral Agent, Agent for itself and on behalf of the other Term First Priority Claimholders, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL Collateral First Priority Security Documents and the Term Collateral Second Priority Security Documents constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Priority Obligations are fundamentally different from the ABL First Priority Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Priority Claimholders and the Term Second Priority Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholders, parties hereto hereby acknowledges and agrees (and by the Term Collateral Agent, for itself and on behalf acceptance of the other Term Claimholdersbenefits hereof, hereby acknowledge each of the First Priority Claimholders and agree that Second Priority Claimholders acknowledges and agrees) that, subject to Sections 2.1 and 4.1, all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Priority Claimholders), the ABL First Priority Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest that Interest, including any additional interest payable pursuant to the First Priority Credit Agreement, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations claims held by the Second Priority Claimholders with respect to the ABL Priority Collateral, with the Term Second Priority Collateral Agent, for itself and on behalf of the other Term Second Priority Claimholders, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL First Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL First Priority Claimholders, agreeing to turn over to the Term Collateral Agent amounts or proceeds of Collateral otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Second Priority Claimholders.

Separate Grants of Security and Separate Classification. The ABL Collateral Agent, for itself and on behalf Each of the other ABL ClaimholdersGrantors, the First Lien Claimholders and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, Second Lien Claimholders acknowledges and agrees that (ai) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and (bii) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims were of two separate classes of junior and senior claims (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereon), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that petition interest, fees, costs and other charges, irrespective of whether a claim for such amounts is available from allowed or allowable in such Insolvency or Liquidation Proceeding, until the ABL Priority Collateraloccurrence of the Discharge of First Lien Obligations, before any distribution from, or in respect of, any Collateral is made in respect of the Term Obligations with respect to claims held by the ABL Priority CollateralSecond Lien Claimholders), with the Term Collateral Agent, for itself Second Lien Claimholders hereby acknowledging and on behalf of the other Term Claimholders, agreeing to turn over to the ABL Collateral Agent First Lien Claimholders amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Second Lien Claimholders.

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

Separate Grants of Security and Separate Classification. The ABL Term Loan Collateral Agent, for itself and on behalf of the other ABL Term Loan Claimholders, and the Term Revolving Credit Collateral Agent, Agent for itself and on behalf of the other Term Revolving Credit Claimholders, acknowledges acknowledge and agrees that (a) agree that: the respective grants of Liens pursuant to the ABL Revolving Credit Collateral Documents and the Term Loan Collateral Documents constitute two separate and distinct grants of Liens Liens, and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Loan Obligations are fundamentally different from the ABL Revolving Credit Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentenceSection 6.8, if it is held that the claims of the ABL Term Loan Claimholders and the Term Revolving Credit Claimholders in respect of the Term Loan Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Term Loan Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Term Loan Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonRevolving Credit Claimholders), the ABL Term Loan Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that Interest, including any additional interest payable pursuant to the Term Loan Agreement, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations with respect to claims held by the ABL Priority CollateralRevolving Credit Claimholders, with the Term Revolving Credit Collateral Agent, for itself and on behalf of the other Term Revolving Credit Claimholders, hereby acknowledging and agreeing to turn over to the ABL Term Loan Collateral Agent Agent, for itself and on behalf of the Term Loan Claimholders, amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the Revolving Credit Claimholders). To further effectuate the intent of the parties as provided in Section 6.8, if it is held that the claims of the Term ObligationsLoan Claimholders and the Revolving Credit Claimholders in respect of the Revolving Credit Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Revolving Credit Collateral (y) with the effect being that, to the extent that the aggregate value of the Term Priority Revolving Credit Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereonTerm Loan Claimholders), the Term Revolving Credit Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that Interest, including any additional interest payable pursuant to the Revolving Credit Agreement, arising from or related to a default, which is available from the Term Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the ABL Obligations with respect to claims held by the Term Priority CollateralLoan Claimholders, with the ABL Term Loan Collateral Agent, for itself and on behalf of the other ABL Term Loan Claimholders, hereby acknowledging and agreeing to turn over to the Term Revolving Credit Collateral Agent Agent, for itself and on behalf of the Revolving Credit Claimholders, amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL ObligationsTerm Loan Claimholders).

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

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

Separate Grants of Security and Separate Classification. The ABL Second Lien Collateral Agent, for itself and on behalf of the other ABL Second Lien Claimholders, and the Term First Lien Collateral Agent, Agent for itself and on behalf of the other Term First Lien Claimholders, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholders, First Lien Collateral Agent and the Term Second Lien Collateral AgentAgent hereby acknowledges and agrees that, for itself subject to Sections 2.1 and on behalf of the other Term Claimholders4.1, hereby acknowledge and agree that all distributions from the of Collateral or proceeds of Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that petition interest, including any additional interest payable pursuant to the First Lien Credit Agreement, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution of Collateral or proceeds of Collateral is made in respect of the Term Obligations with respect to claims held by the ABL Priority CollateralSecond Lien Claimholders, with the Term Second Lien Collateral Agent, for itself and on behalf of the other Term Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL First Lien Collateral Agent, for itself and on behalf of the other ABL First Lien Claimholders, agreeing to turn over to the Term Collateral Agent amounts and proceeds of Collateral otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL ObligationsSecond Lien Claimholders).

Separate Grants of Security and Separate Classification. The ABL Second Lien Collateral Agent, for itself and on behalf of the other ABL Second Lien Claimholders, and the Term First Lien Collateral Agent, Agent for itself and on behalf of the other Term First Lien Claimholders, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that petition interest, including any additional interest payable pursuant to the First Lien Credit Agreement, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations with respect to claims held by the ABL Priority CollateralSecond Lien Claimholders, with the Term Second Lien Collateral Agent, for itself and on behalf of the other Term Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL First Lien Collateral Agent, for itself and on behalf of the other ABL First Lien Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL ObligationsSecond Lien Claimholders).

Separate Grants of Security and Separate Classification. The ABL Second Lien Collateral Agent, for itself and on behalf of the other ABL Second Lien Claimholders, and the Term First Lien Collateral Agent, Agent for itself and on behalf of the other Term First Lien Claimholders, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that petition interest, including any additional interest payable pursuant to the First Lien Credit Agreement, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations claims held by the Second Lien Claimholders with respect to the ABL Priority Collateral, with the Term Second Lien Collateral Agent, for itself and on behalf of the other Term Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the ABL First Lien Collateral Agent Agent, for itself and on behalf of the First Lien Claimholders, amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentencesentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value claim or recovery of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Second Lien Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the ABL Obligations).

Separate Grants of Security and Separate Classification. The ABL Collateral AgentEach Parity Lien Representative, for itself and on behalf of the other ABL Claimholdersholders of the applicable Parity Lien Obligations, and the Term Collateral Agenteach Junior Lien Representative, for itself and on behalf of the other Term Claimholdersholders of the applicable Junior Lien Obligations, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL Collateral Parity Lien Documents and the Term Collateral Junior Lien Documents constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Junior Lien Obligations are fundamentally different from the ABL Parity Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders holders of Parity Lien Obligations and the Term Claimholders holders of Junior Lien Obligations in respect of the Collateral constitute claims of the same class (in whole or in part) only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.3 and the Term Collateral Agent3.4, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior secured claims against the Company and senior claims the Guarantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonholders of Junior Lien Obligations), the ABL Claimholders holders of Parity Lien Obligations shall 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 Interest that petition interest, including any additional interest payable pursuant to the Parity Lien Documents, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term claims held by the holders of Junior Lien Obligations with respect to the ABL Priority Collateral, with the Term Collateral AgentTrustee, for itself and on behalf of each of the other Term ClaimholdersJunior Lien Representatives and each holder of Junior Lien Obligations, hereby acknowledging and agreeing to turn over to the ABL Parity Lien Representatives, for the Parity Lien Representatives and on behalf of the holders of the applicable Parity Lien Obligations, Collateral Agent amounts or proceeds of Collateral otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL holders of Junior Lien Obligations).

Separate Grants of Security and Separate Classification. The ABL Junior Lien Collateral Agent, for itself and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and each other Junior Lien Claimholder, the First Lien Collateral Agent on behalf of itself and each other First Lien Claimholder and the Second Lien Collateral Agent on behalf of itself and each other Term ClaimholdersSecond Lien Claimholder, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents, Second Lien Collateral Documents and the Term Junior Lien Collateral Documents each constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term First Lien Obligations, Second Lien Obligations and Junior Lien Obligations are each fundamentally different from the ABL Obligations each other and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Senior Lien Claimholders and the Term Junior Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of first lien secured, second lien secured claims with the relative Lien priorities described in Section 2.1and junior third lien secured claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholders, parties hereto hereby acknowledges and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree agrees that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonJunior Lien Claimholders), the ABL Senior Lien Claimholders 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 (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest that (including any additional interest payable pursuant to the Senior Lien Loan Documents arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations claims held by the Junior Lien Claimholders with respect to the ABL Priority Collateral, with the Term Junior Lien Collateral Agent, for itself and on behalf of the itself and each other Term ClaimholdersJunior Lien Claimholder, hereby acknowledging and agreeing to turn over to the ABL Senior Lien Collateral Agent amounts Agent, on behalf of itself and each other Senior Lien Claimholder, Collateral or proceeds of Collateral otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL ObligationsJunior Lien Claimholders).

Separate Grants of Security and Separate Classification. The ABL Third Lien Representative and the Third Lien Collateral Agent, for itself and on behalf of the each other ABL ClaimholdersThird Lien Claimholder represented by it, and the Term each Senior Representative and each Senior Collateral Agent, for itself and on behalf of the each other Term ClaimholdersSenior Claimholder represented by it, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL Senior Collateral Documents and the Term Third Lien Collateral Documents constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Third Lien Obligations are fundamentally different from the ABL Senior Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. In any Insolvency or Liquidation Proceeding, the Third Lien Claimholders will not make any assertion to the contrary or object to the assertion that the claims and interests of the Senior Claimholders under the Senior Loan Documents are substantially different from the claims of the Third Lien Claimholders under the Third Lien Loan Documents. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Senior Claimholders and the Term Third Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholders, parties hereto hereby acknowledges and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree agrees that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonThird Lien Claimholders), the ABL Senior 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 Post-Petition Interest that (including any additional interest payable pursuant to the Senior Loan Documents, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations claims held by the Third Lien Claimholders with respect to the ABL Priority Collateral, with the Term Third Lien Representative and the Third Lien Collateral Agent, for itself and on behalf of the each other Term ClaimholdersThird Lien Claimholder represented by it, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Designated Senior Collateral Agent, for itself and on behalf of the each other ABL ClaimholdersSenior Claimholder, agreeing to turn over to the Term Collateral Agent amounts or proceeds of Collateral otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL ObligationsThird Lien Claimholders).

Separate Grants of Security and Separate Classification. The ABL Collateral Agent, for itself and on behalf Each of the other ABL ClaimholdersGrantors, the First Lien Claimholders and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, Second Lien Claimholders acknowledges and agrees that (ai) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and (bii) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims were of two separate classes of junior and senior claims (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereon), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-pre- petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that petition interest, fees, costs and other charges, irrespective of whether a claim for such amounts is available from allowed or allowable in such Insolvency or Liquidation Proceeding, until the ABL Priority Collateraloccurrence of the Discharge of First Lien Obligations, before any distribution from, or in respect of, any Collateral is made in respect of the Term Obligations with respect to claims held by the ABL Priority CollateralSecond Lien Claimholders), with the Term Collateral Agent, for itself Second Lien Claimholders hereby acknowledging and on behalf of the other Term Claimholders, agreeing to turn over to the ABL Collateral Agent First Lien Claimholders amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Second Lien Claimholders.

Separate Grants of Security and Separate Classification. The ABL Second Lien Collateral Agent, for itself and on behalf of the other ABL Second Lien Claimholders, and the Term First Lien Collateral Agent, Agent for itself and on behalf of the other Term First Lien Claimholders, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL Collateral First Lien Security Documents and the Term Collateral Second Lien Security Documents constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholders, parties hereto hereby acknowledges and agrees (and by the Term Collateral Agent, for itself and on behalf acceptance of the other Term Claimholdersbenefits hereof, hereby acknowledge each of the First Lien Claimholders and agree that Second Lien Claimholders acknowledges and agrees) that, subject to Sections 2.1 and 4.1, all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest that Interest, including any additional interest payable pursuant to the First Lien Credit Agreement, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations claims held by the Second Lien Claimholders with respect to the ABL Priority Collateral, with the Term Second Lien Collateral Agent, for itself and on behalf of the other Term Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL First Lien Collateral Agent, for itself and on behalf of the other ABL First Lien Claimholders, agreeing to turn over to the Term Collateral Agent amounts or proceeds of Collateral otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL ObligationsSecond Lien Claimholders).

Separate Grants of Security and Separate Classification. The ABL Second Lien Collateral AgentAgents, for itself and each on behalf of the itself and each other ABL Claimholdersapplicable Second Lien Claimholder, and the Term First Lien Collateral Agent, for itself and Agent on behalf of the itself and each other Term ClaimholdersFirst Lien Claimholder, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholders, parties hereto hereby acknowledges and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree agrees that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest that (including any additional interest payable pursuant to the First Lien Loan Documents arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations claims held by the Second Lien Claimholders with respect to the ABL Priority Collateral, with the Term Second Lien Collateral AgentAgents, for itself and each on behalf of the itself and each other Term Claimholdersapplicable Second Lien Claimholder, hereby acknowledging and agreeing to turn over to the ABL First Lien Collateral Agent amounts Agent, on behalf of itself and each other First Lien Claimholder, Collateral or proceeds of Collateral otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL ObligationsSecond Lien Claimholders).

Separate Grants of Security and Separate Classification. The ABL Each Junior Collateral Agent, for itself and on behalf of the other ABL its Related Claimholders, and the Term each Senior Collateral Agent, for itself and on behalf of the other Term its Related Claimholders, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL Senior Collateral Documents and the Term Junior Collateral Documents constitute constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Junior Obligations are fundamentally different from the ABL Senior Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations andmust, in each casesubject to applicable law, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Senior Claimholders and the Term Junior Claimholders in respect of the any Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims (against the Obligors in respect of such Collateral with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral in which a Senior Claimholder has a Senior Lien is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonJunior Claimholders), the ABL Senior 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 Post-Petition Interest that Interest, including any additional interest payable pursuant to the Senior Documents arising from or related to a default, regardless of whether any such claim is available from the ABL Priority Collateralallowed or allowable in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the Term Obligations claims held by the Junior Claimholders with respect to the ABL Priority such Collateral, with each Junior Collateral Agent, for itself and on behalf of its Related Claimholders, hereby acknowledging and agreeing to turn over to the Term Directing Senior Collateral Agent, for itself and on behalf of the other Term Senior Claimholders, agreeing to turn over to the ABL such Collateral Agent amounts or proceeds of such Collateral or any other distribution (whether or not expressly characterized as such) in respect of such Collateral, otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Junior Claimholders.

Separate Grants of Security and Separate Classification. The ABL Second Priority Agent, for itself and on behalf of the Second Lien Claimholders, the Collateral Agent, for itself and on behalf of the other ABL Indenture Claimholders, and the Term Collateral Super Priority Agent, for itself and on behalf of the other Term Super Priority Claimholders, acknowledges acknowledge and agrees that agree that: (a) the respective grants of Liens pursuant to the ABL Super Priority Collateral Documents, the Collateral Documents and the Term Second Lien Collateral Documents constitute two three separate and distinct grants of Liens Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations, the Indenture Obligations and the Super Priority Obligations are fundamentally different from the ABL Obligations each other and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that (i) the claims of any two or three of the ABL class of Super Priority Claimholders, the class of Indenture Claimholders and the Term class of Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior, junior and subordinated secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior, junior and senior subordinated secured claims (against the Grantors in respect of the Collateral, with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose (x) ignoring all claims held by the Term Indenture Claimholders thereonand the Second Lien Claimholders, with respect to payments to the Super Priority Claimholders and (y) ignoring all claims held by the Second Lien Claimholders with respect to payments to the Indenture Claimholders), (A) the ABL Super Priority Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that petition interest, including any additional interest payable pursuant to the Revolving Credit Agreement, arising from or related to a default, which is available from the ABL Priority Collateraldisallowed as a claim in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the Term Obligations claims held by the Indenture Claimholders or the Second Lien Claimholders with respect to the ABL Priority Collateral, with the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (yB) after such payments to the aggregate value of the Term Super Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon)Claimholders, the Term Indenture Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that petition interest, including any additional interest payable pursuant to the Indenture, arising from or related to a default, which is available from the Term Priority Collateraldisallowed as a claim in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the ABL Obligations claims held by the Second Lien Claimholders with respect to the Term Priority Collateral, with each of the ABL Collateral Agent, for itself and on behalf of the other ABL Indenture Claimholders, and the Second Priority Agent, for itself and on behalf of the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Term Collateral Agent Super Priority Agent, for itself and on behalf of the Super Priority Claimholders, amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentencesentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the claim or recovery of the Indenture Claimholders or the Second Lien Claimholders, as applicable; or (ii) after the Discharge of Super Priority Obligations, the claims of the Indenture Claimholders and the Second Lien Claimholders in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Collateral, with the effect being that, to the extent that the aggregate recoveries value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the Indenture Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, including any additional interest payable pursuant to the Indenture, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral, with the Second Priority Agent, for itself and on behalf of the ABL ObligationsSecond Lien Claimholders, hereby acknowledging and agreeing to turn over to the Collateral Agent, for itself and on behalf of the Indenture Claimholders, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders.

Separate Grants of Security and Separate Classification. The ABL Second Lien Collateral Agent, for itself and on behalf of the other ABL Second Lien Claimholders, and the Term First Lien Collateral Agent, Agent for itself and on behalf of the other Term First Lien Claimholders, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that petition interest, including any additional interest payable pursuant to the First Lien Credit Agreement, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations claims held by the Second Lien Claimholders with respect to the ABL Priority Collateral, with the Term Second Lien Collateral Agent, for itself and on behalf of the other Term Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the ABL First Lien Collateral Agent Agent, for itself and on behalf of the First Lien Claimholders, amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentencesentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the aggregate recoveries on claim or the Term Obligations, and (y) the aggregate value recovery of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Second Lien Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the ABL Obligations).

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

Separate Grants of Security and Separate Classification. The ABL Collateral (a) In furtherance of the foregoing, each Term Agent, for itself and on behalf of the other ABL ClaimholdersTerm Claimholders it represents, and the Term Collateral ABL Agent, for itself and on behalf of the other Term ABL Claimholders, acknowledges and agrees that (a) the respective grants of Liens pursuant to the ABL Collateral Documents and the Term Collateral Documents constitute two separate and distinct grants of Liens Liens, and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Obligations Secured Claims are fundamentally different from the ABL Obligations Secured Claim and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency Proceeding. In furtherance of the foregoing, each Term Agent, for itself and on behalf of the Term Claimholders it represents, and the ABL Agent, for itself and on behalf of the ABL Claimholders, each agrees that the Term Claimholders and the ABL Claimholders will vote as separate classes in connection with any plan of reorganization in any Insolvency Proceeding and that no Agent nor any Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization in any Insolvency Proceeding. (b) To further effectuate the intent of the parties as provided in the immediately preceding sentencethis Section 6.11, if it is held that the claims of the ABL Term Claimholders and the Term ABL Claimholders in respect of the Term Priority Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral each Term Agent, for itself and on behalf of the other ABL ClaimholdersTerm Claimholders it represents, and the Term Collateral ABL Agent, for itself and on behalf of the other Term ABL Claimholders, hereby acknowledge acknowledges and agree that agrees that, subject to Sections 2.1 and 4.1, all distributions from in respect of the Term Priority Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Term Priority Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereon), the ABL Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the ABL Priority Collateral, before any distribution is made in respect of the Term Obligations with respect to the ABL Priority Collateral, with the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereonClaimholders), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or would be owing if there were such separate classes of claims) in respect of Post-Petition Interest that Interest, including any additional interest payable pursuant to the Term Documents, arising from or related to a default, which is available from disallowed as a claim in any Insolvency Proceeding) before any distribution in respect of the Term Priority Collateral, before any distribution Collateral is made in respect of the claims held by the ABL Obligations with respect to the Term Priority CollateralClaimholders, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, hereby acknowledging and agreeing to turn over to the Term Collateral Agent Agent, for itself and on behalf of the Term Claimholders it represents, amounts otherwise received or receivable with by them in respect to such of the Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL ObligationsClaimholders. (c) To further effectuate the intent of the parties as provided in this Section 6.11, if it is held that the claims of the Term Claimholders and the ABL Claimholders in respect of the ABL Priority Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims)., then each Term Agent, for itself and on behalf of the Term Claimholders it represents, and the ABL Agent, for itself and on behalf of the ABL Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions in respect of the ABL Priority Collateral shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the ABL Priority Collateral (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders),

Separate Grants of Security and Separate Classification. The ABL Second Lien Collateral Agent, for itself and on behalf of the other ABL Claimholders, Second Lien Claimholders and the Term First Lien Collateral Agent, Agent for itself and on behalf of the other Term First Lien Claimholders, acknowledges and agrees that (a) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and Liens; and (ba) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.2, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that Interest, including any additional interest payable pursuant to the First Lien Credit Agreement arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations with respect to claims held by the ABL Priority CollateralSecond Lien Claimholders, with the Term Second Lien Collateral Agent, for itself and on behalf of the other Term Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL First Lien Collateral Agent, for itself and on behalf of the other ABL First Lien Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL ObligationsSecond Lien Claimholders).

Separate Grants of Security and Separate Classification. The ABL Collateral AgentSecond Lien Agents, for itself themselves and on behalf of the other ABL Second Lien Claimholders, and the Term Collateral Agent, First Lien Agents for itself themselves and on behalf of the other Term First Lien Claimholders, acknowledges acknowledge and agrees agree that (ai) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and (bii) because of, among other things, their differing rights in the Shared Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Shared Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Company or any grantor in respect of the Shared Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Shared Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interest that petition interest, including any additional interest payable pursuant to the First Lien Credit Agreement, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency Proceeding) before any distribution is made in respect of the Term Obligations claims held by the Second Lien Claimholders with respect to the ABL Priority Shared Collateral, with the Term Collateral AgentSecond Lien Agents, for itself themselves and on behalf of the other Term Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the ABL First Lien Agents, for themselves and on behalf of the First Lien Claimholders. Shared Collateral Agent amounts or Proceeds of Shared Collateral otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Second Lien Claimholders.

Separate Grants of Security and Separate Classification. The ABL Collateral Agent, for itself and on behalf Each of the other ABL ClaimholdersGrantors, the First Lien Claimholders and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, Second Lien Claimholders acknowledges and agrees that (ai) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and (bii) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims were of two separate classes of junior and senior claims (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereon), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that petition interest, fees, costs, premium and other charges, irrespective of whether a claim for such amounts is available from the ABL Priority Collateralallowed or allowable in such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any Collateral is made in respect of the Term Obligations with respect to claims held by the ABL Priority CollateralSecond Lien Claimholders), with the Term Collateral Agent, for itself Second Lien Claimholders hereby acknowledging and on behalf of the other Term Claimholders, agreeing to turn over to the ABL Collateral Agent First Lien Claimholders amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Second Lien Claimholders.

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

Separate Grants of Security and Separate Classification. The ABL Second Lien Representative and the Second Lien Collateral Agent, for itself and on behalf of the other ABL ClaimholdersSecond Lien Secured Parties represented by it, and the Term each First Lien Representative and each First Lien Collateral Agent, for itself and on behalf of the other Term ClaimholdersFirst Lien Secured Parties represented by it, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders First Lien Secured Parties and the Term Claimholders Second Lien Secured Parties in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholders, parties hereto hereby acknowledges and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree agrees that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Secured Parties), the ABL Claimholders First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest that Interest, including any additional interest payable pursuant to the First Lien Documents, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations claims held by the Second Lien Secured Parties with respect to the ABL Priority Collateral, with the Term Second Lien Representative and the Second Lien Collateral Agent, for itself and on behalf of the other Term ClaimholdersSecond Lien Secured Parties represented by it, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Designated First Lien Collateral Agent, for itself and on behalf of the other ABL ClaimholdersFirst Lien Secured Parties, agreeing to turn over to the Term Collateral Agent amounts or proceeds of Collateral otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Second Lien Secured Parties.

Separate Grants of Security and Separate Classification. The ABL Collateral Agent, for itself It is acknowledged and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, acknowledges and agrees that agreed that: (a) the respective grants Loan Agreement Obligations of the Authority and each Grantor, including in respect of Shared Collateral, constitute claims separate and apart (and of a different nature) from any other First Lien Obligations of the Authority and each other Grantor, including in respect of the Shared Collateral; (b) the grant of Liens pursuant to secure the ABL Collateral Documents and the Term Collateral Documents constitute two Loan Agreement Obligations constitutes a separate and distinct grants grant of Liens and from any Liens granted to secure any other First Lien Obligations; and (bc) because of, among other things, their differing payment terms, their differing covenant rights, and their differing rights in the Shared Collateral (including vis-à-vis any Grantor and/or in directing the exercise of any rights in and remedies against the Collateral), (i) the Term Loan Agreement Obligations are fundamentally different and distinct from (and substantially dissimilar, within the ABL meaning of Section 1122 of the Bankruptcy Code, to) any and all other First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any plan of reorganization, liquidation, arrangement, or composition (any “Plan of Reorganization Reorganization”), proposed or confirmed (or approved) in an Insolvency Proceedingor Liquidation Proceeding and the First Lien Obligations of any Series must be separately classified in any such plan from the First Lien Obligations of any other Series. To further effectuate the intent of the parties as provided in the immediately preceding sentence, and without limiting the generality of the other provisions of this Agreement, if it is held that the claims of against the ABL Claimholders and the Term Claimholders Authority or any Grantor in respect of the Shared Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL FLSO Collateral AgentAgent and the FLSO Authorized Representative, for itself and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term ClaimholdersFLSO Secured Parties, hereby acknowledge acknowledges and agree agrees that all distributions from the Collateral pursuant to Section 2.01(a) or Section 2.03 shall be made as if such claims there were of two separate classes of senior and junior secured claims against the Authority and senior claims the Grantors in respect of the Shared Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Shared Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonFLSO Collateral Agent on behalf of the Secured Parties), the ABL Claimholders Loan Agreement Secured Parties shall be entitled to receivereceive from the proceeds or deemed proceeds of such Shared Collateral, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that is available from petition interest at the ABL Priority Collateralrelevant default rate and all reasonable fees, costs, and changes provided for under the Loan Agreement and the Loan Agreement Security Documents (even though such claims may or may not be allowed in whole or in part in the respective Insolvency or Liquidation Proceeding) before any distribution from the proceeds or deemed proceeds of such Shared Collateral is made in respect of the Term Obligations with respect to claims held by the ABL Priority CollateralFLSO Collateral Agent, with the Term FLSO Collateral AgentAgents, for itself and on behalf of the other Term ClaimholdersFLSO Secured Parties, hereby acknowledging and agreeing to turn over to the ABL Collateral Administrative Agent (for distribution to the holders of the Loan Agreement Obligations) all amounts otherwise received or receivable by any them from the proceeds or deemed proceeds of them with respect to the ABL Priority such Shared Collateral to the extent necessary needed to effectuate the intent of this sentence, sentence even if such turnover of amounts has the effect of reducing the aggregate recoveries on amount of (or the Term Obligations, and (ydistributions on) the aggregate value claim of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the ABL ObligationsFLSO Secured Parties).

Separate Grants of Security and Separate Classification. The ABL Second Lien Representative and the Second Lien Collateral Agent, for itself and on behalf of the other ABL ClaimholdersSecond Lien Secured Parties represented by it, and the Term each First Lien Representative and each First Lien Collateral Agent, for itself and on behalf of the other Term ClaimholdersFirst Lien Secured Parties represented by it, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders First Lien Secured Parties and the Term Claimholders Second Lien Secured Parties in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholders, parties hereto hereby acknowledges and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree agrees that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereon), Second Lien Secured Parties): (1) the ABL Claimholders First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest that (including any additional interest payable pursuant to the First Lien Documents, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations with respect to claims held by the ABL Priority CollateralSecond Lien Secured Parties, with and (2) the Term Second Lien Representative and the Second Lien Collateral Agent, for itself and on behalf of the other Term ClaimholdersSecond Lien Secured Parties represented by it, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Designated First Lien Collateral Agent, for itself and on behalf of the other ABL ClaimholdersFirst Lien Secured Parties, agreeing to turn over to the Term Collateral Agent amounts or proceeds of Collateral otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Second Lien Secured Parties.

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

Separate Grants of Security and Separate Classification. The ABL Term Loan Collateral Agent, for itself and on behalf of the other ABL Term Loan Claimholders, and the Term Revolving Credit Collateral Agent, Agent for itself and on behalf of the other Term Revolving Credit Claimholders, acknowledges acknowledge and agrees that (a) agree that: the respective grants of Liens pursuant to the ABL Revolving Credit Collateral Documents and the Term Loan Collateral Documents constitute two separate and distinct grants of Liens Liens, and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Loan Obligations are fundamentally different from the ABL Revolving Credit Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, Section 6.8. if it is held that the claims of the ABL Term Loan Claimholders and the Term Revolving Credit Claimholders in respect of the Term Loan Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Term Loan Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Term Loan Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonRevolving Credit Claimholders), the ABL Term Loan Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that Interest, including any additional interest payable pursuant to the Term Loan Agreement, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations with respect to claims held by the ABL Priority CollateralRevolving Credit Claimholders, with the Term Revolving Credit Collateral Agent, for itself and on behalf of the other Term Revolving Credit Claimholders, hereby acknowledging and agreeing to turn over to the ABL Term Loan Collateral Agent Agent, for itself and on behalf of the Term Loan Claimholders, amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the Revolving Credit Claimholders). To further effectuate the intent of the parties as provided in Section 6.8, if it is held that the claims of the Term ObligationsLoan Claimholders and the Revolving Credit Claimholders in respect of the Revolving Credit Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there, were separate classes of senior and junior secured claims against the Grantors in respect of the Revolving Credit Collateral (y) with the effect being that, to the extent that the aggregate value of the Term Priority Revolving Credit Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereonTerm Loan Claimholders), the Term the. Revolving Credit Claimholders shall be entitled to receive, in addition to amounts amounts, distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that Interest, including any additional interest payable pursuant to the Revolving Credit Agreement, arising from or related to; a default, which is available from the Term Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the ABL Obligations with respect to claims held by the Term Priority CollateralLoan Claimholders, with the ABL Term Loan Collateral Agent, for itself and on behalf of the other ABL Term Loan Claimholders, hereby acknowledging and agreeing to turn over to the Term Revolving Credit Collateral Agent Agent, for itself and on behalf of the Revolving Credit Claimholders, amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL ObligationsTerm Loan Claimholders).

Separate Grants of Security and Separate Classification. The ABL Second Lien Collateral Agent, for itself and on behalf of the other ABL Second Lien Claimholders, and the Term First Lien Collateral Agent, for itself and on behalf of the other Term First Lien Claimholders, acknowledges and agrees that that: (ai) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and Liens; and (bii) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured, claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.01 and the Term Collateral Agent4.01, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from in respect of Collateral or the Collateral proceeds thereof shall be made as if such claims there were of two separate classes of junior senior and senior junior, secured claims against the Loan Parties in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that petition interest, including any additional interest payable pursuant to the First Lien Credit Agreement, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution in respect of Collateral or the proceeds thereof is made in respect of the Term Obligations with respect to claims held by the ABL Priority CollateralSecond Lien Claimholders, with the Term Second Lien Collateral Agent, for itself and on behalf of the other Term Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL First Lien Collateral Agent, for itself and on behalf of the other ABL First Lien Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL ObligationsSecond Lien Claimholders).

Separate Grants of Security and Separate Classification. The ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, (a) Each Second Lien Claimholder acknowledges and agrees that (ai) the respective grants of Liens to the pursuant to the ABL Senior Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and (bii) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL Senior Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Senior Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, Second Lien Claimholders hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior secured claims against the Issuer and senior claims the Issuer Subsidiaries in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders)), the ABL Senior Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that is available from the ABL Priority Collateral, petition interest before any distribution is made in respect of the Term Obligations with respect to claims held by the ABL Priority CollateralSecond Lien Claimholders, with the Term Collateral Agent, for itself Second Lien Claimholders hereby acknowledging and on behalf of the other Term Claimholders, agreeing to turn over to the ABL Collateral Agent Senior Lien Claimholders amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the Term ObligationsSecond Lien Claimholders. (b) Each Second Lien Claimholder and each Subordinated Claimholder acknowledges and agrees that (i) the grants of Liens to each of the 2005 Agent and the 2006 Agent pursuant to the Security Documents defined in the 2005 Note Agreement or the 2006 Note Agreement, respectively, constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Senior Lien Primary Assets, the Second Lien Obligations are fundamentally different from the Obligations defined in the 2005 Note Agreement or the 2006 Note Agreement, respectively, and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the 2005 Holders and the 2006 Holders in respect of the Senior Lien Primary Assets constitute only one secured claim (y) rather than separate classes of secured claims), then the Second Lien Claimholders and Subordinated Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of secured claims against the Issuer and the Issuer Subsidiaries in respect of the Senior Lien Primary Assets (with the effect being that, to the extent that the aggregate value of the Term Priority Senior Lien Primary Assets is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders and Subordinated Claimholders)), each Senior Lien Claimholder shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest before any distribution is made in respect of the claims held by the Second Lien Claimholders or the Subordinated Claimholders, with the Second Lien Claimholders and Subordinated Claimholders hereby acknowledging and agreeing to turn over to the Senior Lien Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders or Subordinated Creditors. (c) Each Subordinated Claimholder acknowledges and agrees that (i) the grants of Liens pursuant to the Secured Note Collateral Documents and the Subordinated Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Subordinated Obligations are fundamentally different from the Secured Note Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the Secured Note Claimholders and Subordinated Claimholders in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Subordinated Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Issuer and the Issuer Subsidiaries 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 ABL Claimholders thereonSubordinated Claimholders)), the Term Secured Note Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that is available from the Term Priority Collateral, petition interest before any distribution is made in respect of the ABL Obligations with respect to claims held by the Term Priority CollateralSubordinated Claimholders, with the ABL Collateral Agent, for itself Subordinated Claimholders hereby acknowledging and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent Secured Note Claimholders amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Subordinated Claimholders. (d) Each Subordinated Claimholder acknowledges and agrees that (i) the grants of Liens to each of the Senior Interactive Agent and the Second Interactive Agent pursuant to the Security Documents defined in the Senior Interactive Agreement or the Second Interactive Note Agreement, respectively, constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Subordinated Obligations are fundamentally different from the Obligations defined in the Senior Interactive Note Agreement or the Second Interactive Note Agreement, respectively, and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the Senior Interactive Note Holders and the Second Interactive Note Holders in respect of the Collateral constitute only one secured claim (rather than separate classes of secured claims), then the Subordinated Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of secured claims against the Issuer and the Issuer Subsidiaries in respect of the Collateral (with the effect being that, to the extent that the aggregate recoveries on value of the ABL ObligationsCollateral is sufficient (for this purpose ignoring all claims held by the Subordinated Claimholders)), each Second Lien Claimholder shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest before any distribution is made in respect of the claims held by the Subordinated Claimholders, with the Subordinated Claimholders hereby acknowledging and agreeing to turn over to the Second Lien Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Subordinated Creditors.

Separate Grants of Security and Separate Classification. The ABL Collateral Each First Lien Agent, for itself on behalf of their respective First Lien Claimholders, and the ABL Agent on behalf of the other ABL Claimholders, acknowledge and intend that: the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, acknowledges and agrees that (a) the respective grants of Liens pursuant to the ABL Collateral Table of Contents Security Documents and the Term Collateral First Lien Security Documents constitute two or more separate and distinct grants of Liens Liens, and (b) because of, among other things, their differing rights in the Collateral, (i) the Term First Lien Obligations are fundamentally different from the ABL Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders and the Term First Lien Claimholders in respect of the Collateral constitute claims of in the same class (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, Claimholders and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, First Lien Claimholders hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of junior ABL Obligations and senior claims First Lien Obligations against the Grantors (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonother Secured Parties for whom such Collateral is non-priority in accordance with Section 2.01 and Section 2.02), the ABL Claimholders or the First Lien Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Priority CollateralClaimholders and the First Lien Claimholders, respectively, before any distribution is made from the applicable pool of priority Collateral in respect of the Term Obligations with respect to claims held by the ABL Priority Collateralother Secured Parties for whom such Collateral is non-priority, with the Term Collateral Agent, for itself such other Secured Parties hereby acknowledging and on behalf of the other Term Claimholders, agreeing to turn over to the ABL Collateral Agent respective other Secured Parties amounts otherwise received or receivable by any them from the applicable pool of them with respect to the ABL Priority priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the ABL Obligations)recoveries.

Separate Grants of Security and Separate Classification. The ABL Each Second Lien Collateral Agent, for itself and on behalf of the other ABL ClaimholdersSecond Lien Claimholders with respect to which such Second Lien Collateral Agent is acting as Agent, and the Term each First Lien Collateral Agent, for itself and on behalf of the other Term ClaimholdersFirst Lien Claimholders with respect to which such First Lien Collateral Agent is acting as Agent, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization proposed reorganization, plan of arrangement or similar dispositive restructuring plan proposed, confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders First Lien Collateral Agents and the Term First Lien Claimholders in respect of the Collateral constitute Collateral, on one hand, and the claims of the same class Second Lien Collateral Agents and the Second Lien Claimholders in respect of the Collateral, on the other hand, constitute only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Collateral Agents and the Second Lien Claimholders), the ABL First Lien Collateral Agents and the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that petition interest (including any additional interest payable pursuant to the First Lien Documents, arising from or related to a default, which is available from the ABL Priority Collateraldisallowed as a claim in any Insolvency or Liquidation Proceeding), fees and expenses before any distribution is made in respect of the Term Obligations claims held by the Second Lien Collateral Agents and the Second Lien Claimholders with respect to the ABL Priority Collateral, with each Second Lien Collateral Agent, for itself and on behalf of the Term Second Lien Claimholders with respect to which such Second Lien Collateral Agent is acting as Agent, hereby acknowledging and agreeing to turn over to the Designated First Lien Collateral Agent, for itself and on behalf of the other Term First Lien Collateral Agents and the First Lien Claimholders, agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to from the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value claim or recovery of the Term Priority Second Lien Collateral is sufficient (for this purpose ignoring all claims held by Agents and the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Second Lien Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the ABL Obligations).

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

Separate Grants of Security and Separate Classification. The ABL Collateral AgentEach First Lien Creditor, for itself Second Lien Creditor and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, Third Lien Creditor acknowledges and agrees that (a) the respective grants of Liens pursuant to the ABL Collateral Documents Runoff Security Agreement for the benefit of the First Lien Creditors, the Second Lien Creditors and the Term Collateral Documents Third Lien Creditors constitute two three separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Collateral, (i) the Term First Lien Obligations, the Second Lien Obligations and the Third Lien Obligations are fundamentally different from the ABL Obligations each other and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency Proceeding. To further effectuate the intent The First Lien Creditors, Second Lien Creditors and Third Lien Creditors shall not seek in any Insolvency Proceeding to be treated as part of the parties same class of creditors with one another and shall not oppose any pleading or motion by any of them for the First Lien Creditors, the Second Lien Creditors and the Third Lien Creditors to be treated as provided in separate classes of creditors. Notwithstanding the immediately preceding sentenceforegoing, if it is held that the claims Obligations of all or any combination of two of the ABL Claimholders First Lien Creditors, the Second Lien Creditors and the Term Claimholders Third Lien Creditors in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, and the Term Collateral Agentconsistent with Section 2.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two three separate classes of senior and junior and senior secured claims (against the Obligors in respect of the Collateral, with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by exceeds the Term Claimholders thereon)amount of the First Lien Obligations, the ABL Claimholders First Lien Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that is available from petition interest, and fees, costs and charges incurred subsequent to the ABL Priority Collateral, commencement of the applicable Insolvency Proceeding before any distribution is made in respect of the Term Obligations with respect to the ABL Priority Collateral, with the Term Collateral Agent, for itself and on behalf any of the other Term Claimholdersclaims held by the Second Lien Creditors and Third Lien Creditors, agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral and to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) that the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by exceeds the ABL Claimholders thereon)amount of the First Lien Obligations and the Second Lien Obligations, the Term Claimholders Second Lien Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that is available from petition interest, and fees, costs and charges incurred subsequent to the Term Priority Collateral, commencement of the applicable Insolvency Proceeding before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf any of the other ABL Claimholders, agreeing claims held by the Third Lien Creditors. The Second Lien Creditors and Third Lien Creditors hereby acknowledge and agree to turn over to the Term Collateral Agent First Lien Creditors amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Second Lien Creditors and Third Lien Creditors, and the Third Lien Creditors hereby acknowledge and agree to turn over to the Second Lien Creditors amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of the preceding sentence, even if such turnover has the effect of reducing the claim or recovery of the Third Lien Creditors.

Separate Grants of Security and Separate Classification. The ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, and the Each Term Collateral Agent, for itself and on behalf of the other Term Claimholders, Lender acknowledges and agrees that (a) the respective grants of Liens pursuant to the ABL Collateral Senior Revolving Credit Documents and the Term Collateral Credit Documents constitute two separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL Obligations Senior Indebtedness and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties Term Lenders as provided in the immediately preceding sentence, if it is held that the claims of against the ABL Senior Revolving Claimholders and the Term Claimholders Lenders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, Lenders hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims (against the Borrower and/or other Obligors in respect of the Collateral with the effect being that, that (i) to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonLenders), the ABL Senior Revolving Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principalprincipal up to the First Lien Cap amount, pre-petition interest and other claimsclaims owing in respect thereof, all amounts owing in respect of Postpost-Petition Interest that is available from the ABL Priority Collateral, petition interest owing in respect thereof before any distribution is made in respect of the Term Obligations with respect to the ABL Priority Collateral, with claims held by the Term Collateral Agent, for itself Lenders and on behalf of (ii) the other Term Claimholders, agreeing Lenders hereby acknowledge and agree to turn over to the ABL Collateral Agent Senior Revolving Claimholders amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Term Lenders.

Separate Grants of Security and Separate Classification. The ABL Collateral AgentSubordinated Creditors, for itself and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf holders of the other Term ClaimholdersSubordinated Debt, acknowledges acknowledge and agrees agree that (ai) the respective grants of Liens pursuant to the ABL Collateral Senior Debt Documents and the Term Collateral Subordinated Debt Documents constitute two separate and distinct grants of Liens and (bii) because of, among other things, their differing rights in the Collateral, (i) the Term Obligations are Subordinated Debt is fundamentally different from the ABL Obligations Senior Debt and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) 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 that the claims of the ABL Claimholders Senior Debt and the Term Claimholders Subordinated Debt in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral AgentSubordinated Creditors, for itself and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf holders of the other Term ClaimholdersSubordinated Debt, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims (against the Loan Parties in respect of the Collateral with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSubordinated Debt), the ABL Claimholders Senior Creditors and the holders of the Senior Debt shall be entitled to 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, fees, costs, and expenses in respect of the ABL Priority Collateral, Senior Debt before any distribution is made in respect of the Term Obligations with respect to claims held by the ABL Priority CollateralSubordinated Creditors or any holder of Subordinated Debt, with the Term Collateral AgentSubordinated Creditors, for itself and on behalf of the other Term Claimholdersholders of the Subordinated Debt, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent Senior Creditors amounts otherwise received or receivable by any of them with respect to until the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral Senior Debt is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, Paid in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the ABL Obligations)Full.

Separate Grants of Security and Separate Classification. The ABL Collateral Second Lien Security Agent, for itself and on behalf of the other ABL Second Lien Claimholders, and the Term Collateral Agent, First Lien Security Agent for itself and on behalf of the other Term First Lien Claimholders, acknowledges and agrees that that (a) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interest that petition interest, including any additional interest payable pursuant to the First Lien Credit Agreement, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations claims held by the Second Lien Claimholders with respect to the ABL Priority Collateral, with the Term Collateral Second Lien Security Agent, for itself and on behalf of the other Term Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral First Lien Security Agent, for itself and on behalf of the other ABL First Lien Claimholders, agreeing to turn over to the Term Collateral Agent amounts or proceeds of Collateral otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Second Lien Claimholders.

Separate Grants of Security and Separate Classification. The Each Fixed Asset Collateral Agent, for itself and on behalf of each other Fixed Asset Claimholder represented by it, and each ABL Collateral Agent, for itself and on behalf of the each other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term ClaimholdersClaimholder represented by it, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL Collateral Documents Documents, on the one hand, and the Term Fixed Asset Collateral Documents Documents, on the other, constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Fixed Asset Obligations are fundamentally different from the ABL Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization proposed reorganization, arrangement, compromise or confirmed (liquidation or approved) similar dispositive restructuring plan proposed, confirmed, or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders Claimholders, on the one hand, and the Term Claimholders Fixed Asset Claimholders, on the other, in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of secured claims with subject to the relative Lien priorities described set forth in Section 2.1this Agreement), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4A, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Prior Lien Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSubordinated Lien Claimholders), the ABL Prior Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest that Interest, including any additional interest payable pursuant to the Prior Lien Loan Documents, arising from or related to a default, whether or not a claim therefor is available from the ABL Priority Collateral, allowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations claims held by the Subordinated Lien Claimholders with respect to the ABL Priority Prior Lien Collateral, with the Term each Subordinated Lien Collateral Agent, for itself and on behalf of the each other Term ClaimholdersSubordinated Lien Claimholder, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Designated Prior Lien Collateral Agent, for itself and on behalf of the each other ABL ClaimholdersPrior Lien Claimholder, agreeing to turn over to the Term Prior Lien Collateral Agent amounts or proceeds of Prior Lien Collateral otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Subordinated Lien Claimholders.

Separate Grants of Security and Separate Classification. The ABL Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of the each other ABL ClaimholdersSecond Lien Claimholder represented by it, and the Term each First Lien Representative and each First Lien Collateral Agent, for itself and on behalf of the each other Term ClaimholdersFirst Lien Claimholder represented by it, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholders, parties hereto hereby acknowledges and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree agrees that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest that (including any additional interest payable pursuant to the First Lien Documents, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations claims held by the Second Lien Claimholders with respect to the ABL Priority Collateral, with the Term each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of the each other Term ClaimholdersSecond Lien Claimholder represented by it, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Designated First Lien Collateral Agent, for itself and on behalf of the each other ABL ClaimholdersFirst Lien Claimholder, agreeing to turn over to the Term Collateral Agent amounts or proceeds of Collateral otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Second Lien Claimholders.

Separate Grants of Security and Separate Classification. The ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, Each Second Lien Claimholder acknowledges and agrees that (ai) the respective grants of Liens pursuant to Sections 3.1(i) and 3.1(ii) of the ABL Collateral Documents and the Term Collateral Documents Security Agreement constitute two separate and distinct grants of Liens and (bii) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Secured Obligations are fundamentally different from the ABL First Lien Secured Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of against the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, Second Lien Claimholders hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior secured claims against the Borrower and senior claims (the Subsidiary Guarantors in respect of the Collateral with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, default interest and other claims, all amounts owing in respect of Postpost-Petition Interest that is available from the ABL Priority Collateral, petition interest before any distribution is made in respect of the Term Obligations with respect to claims held by the ABL Priority CollateralSecond Lien Claimholders, with the Term Collateral Agent, for itself Second Lien Claimholders hereby acknowledging and on behalf of the other Term Claimholders, agreeing to turn over to the ABL Collateral Agent First Lien Claimholders amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Second Lien Claimholders.

Separate Grants of Security and Separate Classification. The ABL Each of the First Priority Collateral Agent, for itself and the Second Priority Collateral Agent, the Third Priority Collateral Agent, the 2010 Trustee, on behalf of themselves and the other ABL ClaimholdersSecond Priority Secured Parties, the 2015 Trustee, and each Additional Third Priority Representative on behalf of themselves and the other Third Priority Secured Parties, and the Term Collateral Lender Agent, for itself and on behalf of itself and the other Term ClaimholdersFirst Priority Secured Parties, acknowledges acknowledge and agrees that agree that: (a) the respective grants of Liens pursuant to the ABL First Priority Collateral Documents, the Second Priority Collateral Documents and the Term Third Priority Collateral Documents constitute two three separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Obligations First Priority Claims, the Second Priority Claims and the Third Priority Claims are fundamentally different from the ABL Obligations one another and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that that, contrary to the intention of the parties, the claims of the ABL Claimholders and First Priority Secured Parties, the Term Claimholders Second Priority Secured Parties and/or the Third Priority Secured Parties in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of first priority, second priority and third priority secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf (i) each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of junior first priority, second priority and senior third priority secured claims against the Obligors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Priority Secured Parties and the Third Priority Secured Parties), (ii) the ABL Claimholders 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 petition interest, including any additional interest payable pursuant to the First Priority Documents, arising from or related to a default, which is available from disallowed as a claim in any Insolvency Proceeding, and reimbursement of all fees and expenses of the ABL First Priority CollateralCollateral Agent’s and the Lender Agent’s respective attorneys, financial consultants, and other agents) before any distribution is made in respect of or by virtue of the Term Obligations with respect to Second Priority Liens or the ABL Third Priority CollateralLiens, with each of the Term Second Priority Collateral Agent, for itself and the Third Priority Collateral Agent, the 2010 Trustee, on behalf of itself and the other Term ClaimholdersSecond Priority Secured Parties, and the 2015 Trustee and each Additional Third Priority Representative, on behalf of themselves and the other Third Priority Secured Parties, hereby acknowledging and agreeing to turn over to the ABL First Priority Collateral Agent amounts otherwise received or receivable by any them in respect of them with respect to or by virtue of the ABL Third Priority Collateral Liens to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the Term ObligationsSecond Priority Secured Parties or the Third Priority Secured Parties, and (yiii) following the aggregate value Discharge of First Priority Claims and until the Term Discharge of Second Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon)Claims has occurred, the Term Claimholders 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 petition interest, including any additional interest payable pursuant to the Second Priority Documents, arising from or related to a default, which is available from disallowed as a claim in any Insolvency Proceeding, and reimbursement of all fees and expenses of the Term Second Priority CollateralCollateral Agent’s and the 2010 Trustee’s respective attorneys, financial consultants, and other agents) before any distribution is made in respect of or by virtue of the ABL Obligations with respect to the Term Third Priority CollateralLiens, with each of the ABL Third Priority Collateral AgentAgent and the 2015 Trustee and each Additional Third Priority Representative, for itself and on behalf of themselves and the other ABL ClaimholdersThird Priority Secured Parties, hereby acknowledging and agreeing to turn over to the Term Second Priority Collateral Agent amounts otherwise received or receivable with by them in respect to such Term of or by virtue of the Third Priority Collateral by any of them Liens to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Third Priority Secured Parties.

Separate Grants of Security and Separate Classification. The ABL Collateral Revolving and Term Loan Administrative Agent, for itself and on behalf of the other ABL Revolving and Term Loan Claimholders, and the Term Collateral Agent, Senior Administrative Agent for itself and on behalf of the other Term Senior Claimholders, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL Senior Collateral Documents and the Revolving and Term Loan Collateral Documents constitute two separate and distinct grants of Liens Liens; (b) the Senior Obligations include all interest, fees, and expenses that accrue after the commencement of any Insolvency or Liquidation Proceeding of any Obligor at the rate provided for in the Senior Loan Documents governing the same, whether or not a claim for Post-Petition Interest, fees, or expenses is allowed or allowable in any such Insolvency or Liquidation Proceeding; and (bc) because of, among other things, their differing rights in the Collateral, (i) the Revolving and Term Loan Obligations are fundamentally different from the ABL Senior Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan proposal, plan of Reorganization reorganization or similar dispositive restructuring plan proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Senior Claimholders and the Revolving and Term Loan Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of junior and senior claims (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereon), the ABL Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the ABL Priority Collateral, before any distribution is made in respect of the Term Obligations with respect to the ABL Priority Collateral, with the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the ABL Obligations).and

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

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

Separate Grants of Security and Separate Classification. The ABL Each Subordinated Collateral Agent, for itself and on behalf of the other ABL respective Subordinated Claimholders, and the Term Controlling Collateral Agent, for itself and on behalf of the other Term Controlling Claimholders, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to each of the ABL First Lien Collateral Documents, the Second Lien Collateral Documents, the Third Lien DFH Collateral Documents and the Term Third Xxxx XXX Collateral Documents constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) each of the Term First Lien Obligations, the Second Lien Obligations, the Third Lien DFH Obligations and the Third Xxxx XXX Obligations are fundamentally different from the ABL Obligations each other and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (adopted in any Insolvency or approved) in an Insolvency Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Controlling Claimholders and the Term Subordinated Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSubordinated Claimholders), (a) the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest that Interest, including any additional interest payable pursuant to the First Lien Credit Documents, arising from or related to a default, which is available from the ABL Priority Collateraldisallowed as a claim in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the Term Obligations claims held by the Subordinated Claimholders with respect to the ABL Priority Collateral, with the Term each Subordinated Collateral Agent, for itself and on behalf of the other Term respective Subordinated Claimholders, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL First Lien Collateral Agent, for itself and on behalf of the other ABL First Lien Claimholders, agreeing to turn over to the Term any Collateral Agent amounts or proceeds of Collateral otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations).Subordinated Claimholders) and

Separate Grants of Security and Separate Classification. The ABL Second Lien Collateral Agent, for itself and on behalf of the other ABL Second Lien Claimholders, and the Term First Lien Collateral Agent, Agent for itself and on behalf of the other Term First Lien Claimholders, acknowledges and agrees that (a) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the in respect of Collateral in any Insolvency or Liquidation Proceeding shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that petition interest, including any additional interest payable pursuant to the First Lien Credit Agreement, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations claims held by the Second Lien Claimholders with respect to the ABL Priority Collateral, with the Term Second Lien Collateral Agent, for itself and on behalf of the other Term Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the ABL First Lien Collateral Agent Agent, for itself and on behalf of the First Lien Claimholders, amounts otherwise received or receivable by any them in respect of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentencesentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value claim or recovery of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Second Lien Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the ABL Obligations).

Separate Grants of Security and Separate Classification. (a) The ABL Collateral Second Lien Agent, for itself and on behalf of the other ABL Second Lien Claimholders, and the Term Collateral Agent, First Lien Agent for itself and on behalf of the other Term First Lien Claimholders, acknowledges and agrees that that: (ai) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and Liens; (bii) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. . (b) To further effectuate the intent of the parties as provided in the immediately preceding sentenceSection 6.9(a) hereof, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that Interest, including any additional interest payable pursuant to the First Lien Credit Agreement, arising from or related to a default, which is available from the ABL Priority Collateraldisallowed (or is not allowed or allowable) as a claim in any Insolvency or Liquidation Proceeding), before any distribution is made in respect of any secured claims (including claims in respect of the Term Obligations Collateral and secured claims with respect to the ABL Priority Collateralassets or proceeds subject to Section 2.3(b)) held by Second Lien Claimholders, with the Term Collateral Second Lien Agent, for itself and on behalf of the other Term Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral First Lien Agent, for itself and on behalf of the other ABL First Lien Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries recovery of the Second Lien Claimholders in respect of such secured claim in respect of the Collateral. (c) The First Lien Claimholders, on the ABL Obligationsone hand, and the Second Lien Claimholders, on the other hand, shall be entitled to vote as separate classes with respect to any plan of reorganization in connection with any Insolvency or Liquidation Proceeding; provided, however, that the Second Lien Agent, on behalf of itself and the Second Lien Claimholders, agrees that neither it nor any Second Lien Claimholder shall take any action or vote in any way which supports any plan of reorganization that is, in the reasonable opinion of the First Lien Agent (acting on the direction of or with the consent of the Requisite Lenders), inconsistent with the terms of this Agreement.

Separate Grants of Security and Separate Classification. The ABL Second Lien Collateral Agent, for itself and on behalf of the other ABL Second Lien Claimholders, and the Term First Lien Collateral Agent, Agent for itself and on behalf of the other Term First Lien Claimholders, acknowledges and agrees that that (ai) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and Liens; and (bii) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest that Interest, including any additional interest payable pursuant to the Amended and Restated First Lien Credit Agreement, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations claims held by the Second Lien Claimholders with respect to the ABL Priority Collateral, with the Term Second Lien Collateral Agent, for itself and on behalf of the other Term Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL First Lien Collateral Agent, for itself and on behalf of the other ABL First Lien Claimholders, agreeing to turn over to the Term Collateral Agent amounts or proceeds of Collateral otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL ObligationsSecond Lien Claimholders).

Separate Grants of Security and Separate Classification. The ABL Second Lien Collateral Agent, for itself and on behalf of the each other ABL ClaimholdersSecond Lien Claimholder, and the Term First Lien Collateral Agent, Agent for itself and on behalf of the each other Term ClaimholdersFirst Lien Claimholder, acknowledges and agrees that that (a) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholders, parties hereto hereby acknowledges and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree agrees that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest that (including any additional interest payable pursuant to the First Lien Loan Documents arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations claims held by the Second Lien Claimholders with respect to the ABL Priority Collateral, with the Term Second Lien Collateral Agent, for itself and on behalf of the each other Term ClaimholdersSecond Lien Claimholder, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL First Lien Collateral Agent, for itself and on behalf of the each other ABL ClaimholdersFirst Lien Claimholder, agreeing to turn over to the Term Collateral Agent amounts or proceeds of Collateral otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL ObligationsSecond Lien Claimholders).

Separate Grants of Security and Separate Classification. The ABL Collateral AgentSecond Lien Secured Party, for itself and on behalf of the other ABL Second Lien Claimholders, and the Term Collateral AgentFirst Lien Secured Party, for itself and on behalf of the other Term First Lien Claimholders, acknowledges acknowledge and agrees that agree that: (a) the respective grants of Liens pursuant to the ABL Collateral First Lien Security Documents and the Term Collateral Second Lien Security Documents constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, (x) subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient exceeds the First Lien Obligations (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of Acquisition Cost, Purchase Price, principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that Charges, including any additional interest payable pursuant to the First Lien Credit Agreement, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations with respect to claims held by the ABL Priority Collateral, Second Lien Claimholders with the Term Collateral AgentSecond Lien Secured Party, for itself and on behalf of the other Term Second Lien Claimholders, agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of Second Lien Agent and the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Second Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect turn over to the Term Priority Collateral, with the ABL Collateral AgentFirst Lien Secured Party, for itself and on behalf of the other ABL First Lien Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL ObligationsSecond Lien Claimholders).

Separate Grants of Security and Separate Classification. The ABL Second Priority Collateral Agent, for itself and on behalf of the other ABL ClaimholdersSecond Priority Secured Parties, and the Term First Priority Collateral Agent, Agent for itself and on behalf of the other Term First Priority Claimholders, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL Collateral First Priority Security Documents and the Term Collateral Second Priority Security Documents constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Priority Obligations on the one hand, are fundamentally different from the ABL Obligations First Priority Obligations, on the other hand, and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Priority Claimholders and the Term Claimholders Second Priority Secured Parties in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholders, parties hereto hereby acknowledges and agrees (and by the Term Collateral Agent, for itself and on behalf acceptance of the other Term Claimholdersbenefits hereof, hereby acknowledge each of the First Priority Claimholders and agree that Second Priority Secured Parties acknowledges and agrees) that, subject to Sections 2.1 and 4.1, all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Priority Secured Parties), the ABL First Priority Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest that Interest, including any additional interest payable pursuant to the First Priority Credit Agreement, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations claims held by the Second Priority Secured Parties with respect to the ABL Priority Collateral, with the Term Second Priority Collateral Agent, for itself and on behalf of the other Term ClaimholdersSecond Priority Secured Parties, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL First Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL First Priority Claimholders, agreeing to turn over to the Term Collateral Agent amounts or proceeds of Collateral otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL ObligationsSecond Priority Secured Parties).

Separate Grants of Security and Separate Classification. The ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, and the Term Collateral AgentAgents, for itself and on behalf of the other applicable Term Claimholders, acknowledges acknowledge and agrees that (a) intend that: the respective grants of Liens pursuant to the ABL Collateral Security Documents and the Term Collateral Documents constitute two separate and distinct grants of Liens Liens, and (b) because of, among other things, their differing rights in the Collateral, Collateral (i) the Term Obligations are fundamentally different from the ABL Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders and the Term Claimholders Claimholders, in each case, in respect of the Collateral Collateral, constitute claims of in the same class (rather than at least two separate classes of secured claims with the relative Lien priorities described in Section 2.1, it also being understood that the ABL Claimholders do not have a Lien on any Real Estate Asset and the Term Claimholders do not have a Lien on any Foreign Collateral)), then the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, Claimholders and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, Claimholders hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of junior ABL Obligations and senior claims Term Obligations (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority their Prior Lien Collateral is sufficient (for this purpose ignoring all claims held by the Term Subordinated Lien Claimholders thereon), the ABL Prior Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest petition interest, fees or expenses that is available from the ABL Priority their Prior Lien Collateral, before any distribution is made in respect of the Term Subordinated Lien Obligations with respect to the ABL Priority such Prior Lien Collateral, with the Term Collateral Agent, for itself each Subordinated Lien Claimholder acknowledging and on behalf of the other Term Claimholders, agreeing to turn over to the ABL Prior Lien Agent with respect to such Prior Lien Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority from such Prior Lien Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the ABL Subordinated Lien Obligations).

Separate Grants of Security and Separate Classification. The ABL Second Lien Collateral Agent, for itself and on behalf of the other ABL Second Lien Claimholders, and the Term First Lien Collateral Agent, Agent for itself and on behalf of the other Term First Lien Claimholders, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receivereceive (and the Second Lien Collateral Agent and the Second Lien Claimholders shall not object to such entitlement), in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that petition interest, including any additional interest payable pursuant to the First Lien Credit Agreement, arising from or related to a default, which is available from the ABL Priority Collateraldisallowed as a claim in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the Term Obligations claims held by the Second Lien Claimholders with respect to the ABL Priority Collateral, with the Term ). The Second Lien Collateral Agent, for itself and on behalf of the other Term Second Lien Claimholders, agreeing hereby acknowledges and agrees to turn over to the ABL First Lien Collateral Agent Agent, for itself and on behalf of the First Lien Claimholders, amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentencethe foregoing sentence (including with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value claim or recovery of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Second Lien Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the ABL Obligations).

Separate Grants of Security and Separate Classification. The ABL Subordinated Lien Collateral Agent, for itself and on behalf of the each other ABL ClaimholdersSubordinated 168776.01000/150935551v.4 Lien Claimholder, and the Term Super Senior Collateral Agent, Agent for itself and on behalf of the each other Term ClaimholdersSuper Senior Claimholder, acknowledges and agrees that that (a) the respective grants of Liens pursuant to the ABL Super Senior Collateral Documents and the Term Subordinated Lien Collateral Documents constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Subordinated Lien Obligations are fundamentally different from the ABL Super Senior Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Super Senior Claimholders and the Term Subordinated Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholders, parties hereto hereby acknowledges and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree agrees that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSubordinated Lien Claimholders), the ABL Super Senior 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 Post-Petition Interest that (including any additional interest payable pursuant to the Super Senior Securities Purchase Documents arising from or related to a default, which is available from disallowed as a claim in any Insolvency or Liquidation Proceeding) in all cases to the ABL Priority Collateralextent constituting Super Senior Obligations, before any distribution is made in respect of the Term Obligations claims held by the Subordinated Lien Claimholders with respect to the ABL Priority Collateral, with the Term Subordinated Lien Collateral Agent, for itself and on behalf of the each other Term ClaimholdersSubordinated Lien Claimholder, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Super Senior Collateral Agent, for itself and on behalf of the each other ABL ClaimholdersSuper Senior Claimholder, agreeing to turn over to the Term Collateral Agent amounts or proceeds of Collateral otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL ObligationsSubordinated Lien Claimholders); provided that the foregoing shall not require the Subordinated Lien Collateral Agent or any Subordinated Lien Claimholder to turnover distributions that do not constitute Collateral or proceeds of Collateral.

Separate Grants of Security and Separate Classification. The ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, (a) Each Second Lien Claimholder acknowledges and agrees that (ai) the respective grants of Liens to the pursuant to the ABL Senior Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and (bii) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL Senior Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Senior Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, Second Lien Claimholders hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior secured claims against the Issuer and senior claims the Issuer Subsidiaries in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders)), the ABL Senior Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that is available from the ABL Priority Collateral, petition interest before any distribution is made in respect of the Term Obligations with respect to claims held by the ABL Priority CollateralSecond Lien Claimholders, with the Term Collateral Agent, for itself Second Lien Claimholders hereby acknowledging and on behalf of the other Term Claimholders, agreeing to turn over to the ABL Collateral Agent Senior Lien Claimholders amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the Term ObligationsSecond Lien Claimholders. (b) Each Second Lien Claimholder acknowledges and agrees that (i) the grants of Liens to each of the Senior Interactive Agent and the Second Interactive Agent pursuant to the Security Documents defined in the Senior Interactive Note Agreement or the Second Interactive Note Agreement, respectively, constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Senior Lien Primary Assets, the Second Lien Obligations are fundamentally different from the Obligations defined in the Senior Interactive Note Agreement or the Second Interactive Note Agreement, respectively, and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the Senior Interactive Holders and the Second Interactive Holders in respect of the Senior Lien Primary Assets constitute only one secured claim (y) rather than separate classes of secured claims), then the Second Lien Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of secured claims against the Issuer and the Issuer Subsidiaries in respect of the Senior Lien Primary Assets (with the effect being that, to the extent that the aggregate value of the Term Priority Collateral Senior Lien Primary Assets is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereonSecond Lien Claimholders)), the Term Claimholders each Senior Lien Claimholder shall be entitled to 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 Term Priority Collateral, petition interest before any distribution is made in respect of the ABL Obligations with respect to claims held by the Term Priority CollateralSecond Lien Claimholders, with the ABL Collateral Agent, for itself Second Lien Claimholders hereby acknowledging and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent Senior Lien Claimholders amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Second Lien Claimholders.

Separate Grants of Security and Separate Classification. The ABL Each Representative and each Collateral Agent, for itself and on behalf of the each other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term ClaimholdersClaimholder represented by it, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL Collateral Initial First Lien Loan Documents, the Initial Second Lien Loan Documents, the BDK First Lien Loan Documents and the Term Collateral BDK Second Lien Loan Documents constitute two four separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral and the BDK Collateral, (i) the Term Initial First Lien Obligations, the Initial Second Lien Obligations, the BDK First Lien Obligations and the BDK Second Lien Obligations are fundamentally different from the ABL Obligations one another and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, : (1) if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholders, parties hereto hereby acknowledges and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree agrees that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest that (including any additional interest payable pursuant to the First Lien Loan Documents, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations claims held by the Second Lien Claimholders with respect to the ABL Priority Collateral, with the Term each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of the each other Term ClaimholdersSecond Lien Claimholder represented by it, hereby acknowledging and agreeing to turn over to the ABL Designated First Lien Collateral Agent amounts Agent, for itself and on behalf of each other First Lien Claimholder, Collateral or proceeds of Collateral otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the Term ObligationsSecond Lien Claimholders); and (2) if it is held that the claims of any of the Claimholders in respect of the BDK Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against Badcock in respect of the BDK Collateral (y) with the effect being that, to the extent that the aggregate value of the Term Priority BDK Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereonBDK Junior Lien Claimholders), the Term BDK Senior Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest that (including any additional interest payable pursuant to the Loan Documents in respect of such BDK Senior Lien Claimholders, arising from or related to a default, which is available from the Term Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the ABL Obligations claims held by the BDK Junior Lien Claimholders with respect to the Term Priority BDK Collateral, with the ABL each BDK Junior Lien Representative and each BDK Junior Lien Collateral Agent, for itself and on behalf of the each other ABL ClaimholdersBDK Junior Lien Claimholder represented by it, hereby acknowledging and agreeing to turn over to the Term BDK Senior Lien Collateral Agent amounts Agent, for itself and on behalf of each other BDK Senior Lien Claimholder, BDK Collateral or proceeds of BDK Collateral otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL ObligationsBDK Junior Lien Claimholders).

Separate Grants of Security and Separate Classification. The ABL Collateral Agent, for itself and on behalf Each of the other ABL ClaimholdersGrantors, the First Lien Claimholders and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, Second Lien Claimholders acknowledges and agrees that (a) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims were of two separate classes of junior and senior claims (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereon), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interest that petition interest, fees, costs, premium and other charges, irrespective of whether a claim for such amounts is available from the ABL Priority Collateralallowed or allowable in such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any Collateral is made in respect of the Term Obligations with respect to claims held by the ABL Priority CollateralSecond Lien Claimholders, with the Term Collateral Agent, for itself Second Lien Claimholders hereby acknowledging and on behalf of the other Term Claimholders, agreeing to turn over to the ABL Collateral Agent First Lien Claimholders amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Second Lien Claimholders.

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

Separate Grants of Security and Separate Classification. The ABL Collateral Agent, Each Second Lien Claimholder acknowledges and agrees and PDL acknowledges and agrees for itself and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, acknowledges and agrees that First Lien Claimholders that: (a) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the any Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior secured claims against the Borrower and senior claims the Grantors in respect of such Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest petition interest, including any additional interest payable pursuant to the Credit Agreement, arising from or related to a default, that is available from the ABL Priority Collateraldisallowed as a claim in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the Term Obligations claims held by the Second Lien Claimholders with respect to the ABL Priority Collateral, with the Term Collateral Agent, each Second Lien Claimholder hereby acknowledging and agreeing to turn over to PDL for itself and on behalf of the other Term Claimholders, agreeing to turn over to the ABL Collateral Agent First Lien Claimholders amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentencesentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value claim or recovery of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Second Lien Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the ABL Obligations).

Separate Grants of Security and Separate Classification. The ABL Collateral Each Second Lien Agent, for itself and on behalf of the other ABL applicable Second Lien Claimholders, and the Term Collateral Agent, First Lien Agent for itself and on behalf of the other Term First Lien Claimholders, acknowledges and agrees that (ai) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term each class of Second Lien Collateral Documents constitute two separate and distinct grants of Liens and (bii) because of, among other things, their differing rights in the Collateral, (i) the Term each class of Second Lien Obligations are is fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims the First Lien Obligations, on the one hand, and the Second Lien Obligations (taken as a whole), on the other hand, were of two separate classes of senior and junior and senior secured claims against the Obligors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest that Interest, including any additional interest payable pursuant to the First Lien Credit Agreement, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency Proceeding) before any distribution is made in respect of the Term Obligations claims held by the Second Lien Claimholders with respect to the ABL Priority Collateral, with the Term Collateral each Second Lien Agent, for itself and on behalf of the other Term applicable Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral First Lien Agent, for itself and on behalf of the other ABL First Lien Claimholders, agreeing to turn over to the Term Collateral Agent amounts or Proceeds of Collateral otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries claim or recovery of the Second Lien Claimholders. This Section 6.10 is intended solely to govern the relationship of the First Lien Agent and the First Lien Claimholders, on the ABL Obligations)one hand, and the Second Lien Claimholders and the Second Lien Agents, on the other hand, and nothing herein shall be deemed to modify or affect any comparable separate grant or separate classification terms agreed among the Second Lien Agents and the Second Lien Claimholders under the Junior Intercreditor Agreement or otherwise.

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

Separate Grants of Security and Separate Classification. The ABL Each Second Lien Collateral Agent, for itself and on behalf of the other ABL its Related Second Lien Claimholders, and the Term each First Lien Collateral Agent, for itself and on behalf of the other Term its Related First Lien Claimholders, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and Liens; and (b) with respect to any Insolvency or Liquidation Proceeding under the Bankruptcy Code or any other Debtor Relief Law, because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations andmust, in each casesubject to applicable law, must be separately classified in any Plan plan of Reorganization proposed reorganization, plan of arrangement, proposal for a composition, scheme or plan of arrangement or similar dispositive restructuring plan proposed, confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholdersparties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and the Term Collateral Agent4.1, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Obligors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest that Interest, including any additional interest payable pursuant to the First Lien Documents arising from or related to a default, regardless of whether any such claim is available from the ABL Priority Collateralallowed or allowable in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the Term Obligations claims held by the Second Lien Claimholders with respect to the ABL Priority Collateral, with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Term Directing First Lien Collateral Agent, for itself and on behalf of the other Term First Lien Claimholders, agreeing to turn over to the ABL Collateral Agent amounts or proceeds of the Collateral or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Second Lien Claimholders.

Separate Grants of Security and Separate Classification. The ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, Each Second Lien Claimholder acknowledges and agrees that (ai) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and (bii) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of against the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, Second Lien Claimholders hereby acknowledge and agree that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior secured claims against the Borrower and senior claims the Guarantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Postpost-Petition Interest that is available from the ABL Priority Collateral, petition interest before any distribution is made in respect of the Term Obligations with respect to claims held by the ABL Priority CollateralSecond Lien Claimholders, with the Term Collateral Agent, for itself Second Lien Claimholders hereby acknowledging and on behalf of the other Term Claimholders, agreeing to turn over to the ABL Collateral Agent First Lien Claimholders amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Second Lien Claimholders.

Separate Grants of Security and Separate Classification. The ABL Second Lien Collateral Agent, for itself and on behalf of the other ABL Claimholderseach Second Lien Claimholder, and the Term First Lien Collateral Agent, for itself and on behalf of the other Term Claimholderseach First Lien Claimholder, acknowledges and agrees that that: (a) the respective grants of Liens pursuant to the ABL First Lien Collateral Documents and the Term Second Lien Collateral Documents constitute two separate and distinct grants of Liens and Liens; and (b) because of, among other things, their differing rights in the Collateral, (i) the Term Second Lien Obligations are fundamentally different from the ABL First Lien Obligations and (ii) the ABL Obligations are fundamentally different from the Term Obligations and, in each case, must be separately classified in any Plan plan of Reorganization reorganization proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL First Lien Claimholders and the Term Second Lien Claimholders in respect of the Collateral constitute claims of the same class only one secured claim (rather than at least two separate classes of senior and junior secured claims with the relative Lien priorities described in Section 2.1claims), then the ABL Collateral Agent, for itself and on behalf each of the other ABL Claimholders, parties hereto hereby acknowledges and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby acknowledge and agree agrees that all distributions from the Collateral shall be made as if such claims there were of two separate classes of senior and junior and senior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Term Claimholders thereonSecond Lien Claimholders), the ABL First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest that (including any additional interest payable pursuant to the First Lien Loan Documents, arising from or related to a default, which is available from the ABL Priority Collateral, disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Term Obligations claims held by the Second Lien Claimholders with respect to the ABL Priority Collateral, with the Term Second Lien Collateral Agent, for itself and on behalf of the other Term Claimholderseach Second Lien Claimholder, hereby acknowledging and agreeing to turn over to the ABL Collateral Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL First Lien Collateral Agent, for itself and on behalf of the other ABL Claimholderseach First Lien Claimholder, agreeing to turn over to the Term Collateral Agent amounts or proceeds of Collateral otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on claim or recovery of the ABL Obligations)Second Lien Claimholders.