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

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

Separate Grants of Security and Separate Classification. Each Agent, for itself of the Grantors and on behalf each of its Related Secured Parties, the Claimholders acknowledges and agrees with respect to each class of Priority Collateral that (ai) the grants of Liens pursuant to applicable the ABL Collateral Documents and the Term Loan Collateral Documents constitute separate and distinct grants of Liens; Liens and (bii) because of, among other things, their differing rights in the ABL Collateral and the Non-ABL Collateral, the Term Loan Credit Obligations, Revolving Credit ABL Obligations and the Permitted Notes Term Loan Obligations are fundamentally different from one another and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Obligations)Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of the ABL Claimholders and Term Loan Credit Secured Parties, Revolving Credit Secured Parties and the Permitted Notes Secured Parties or any of them Claimholders in respect of any ABL Collateral or Non-ABL Collateral Priority 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, as set forth in Section 2.01 and as contemplated by Section 4.01, all distributions shall be made as if there were separate classes of secured claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral (with the effect being that, to the extent that the aggregate value of such ABL Collateral or Non-ABL Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured Parties), the Controlling Secured Parties Priority Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them from, or in respect of, their Priority Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees fees, costs and expenses (including any additional interest payable pursuant to the applicable Prior Credit Documents arising from or related to a default) that are disallowed as other charges, irrespective of whether a claim for such amounts is allowed or allowable in any such Insolvency or Liquidation Proceeding Proceeding, before any distribution from, or in respect of ABL of, any such Priority Collateral or Non-ABL Collateral, as the case may be, is made in respect of the claims held by the Junior Secured Partiesother Claimholders, with each Junior Agent, for itself and on behalf of its Related Secured Parties, the other Claimholders hereby acknowledging and agreeing to turn over to (i) FIRST the Controlling Agent, for itself and on behalf of the Controlling Secured Parties and (ii) SECOND, following the Discharge of Obligations with respect to the Controlling Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Secured Parties, Priority 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, fees and expenses)sentence, even if such turnover has the effect of reducing the claim or recovery of the Junior Secured Parties)other Claimholders.

Separate Grants of Security and Separate Classification. Each AgentThe Borrowers and all other Grantors, for itself the Administrative Agent and on behalf of its Related the Secured Parties, acknowledges Parties agree and agrees acknowledge that (ai) the grants of Liens to the Revolving Secured Parties on the one hand, and the Non-Revolving Secured Parties on the other hand, pursuant to applicable Collateral Documents this Agreement constitute two separate and distinct grants of Liens; Liens and (bii) because of, among other things, their differing respective rights in the ABL Pledged Collateral and or all other collateral, the Non-ABL Collateral, the Term Loan Credit Obligations, Revolving Credit Obligations and the Permitted Notes Obligations are fundamentally different from one another the Revolving Obligations and must be separately classified in any plan of reorganization proposed or adopted in an any Insolvency or Liquidation Proceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Obligations)Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of the Term Loan Credit Secured Parties, Revolving Credit Secured Parties and the Permitted Notes Non-Revolving Secured Parties or any of them in respect of any ABL Collateral or Non-ABL the Pledged 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, as set forth in Section 2.01 and as contemplated by Section 4.01, all distributions shall be made as if there were separate classes of secured claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral (with the effect being that, to the extent that the aggregate value of such ABL Collateral or Non-ABL Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured Parties), the Controlling Revolving Secured Parties shall be entitled to receive, in addition to amounts otherwise distributed to them from, or in respect of, the Pledged Collateral in respect of principal, pre-petition interest interest, and other claims, all amounts owing in respect of post-petition interest, fees fees, costs, expenses, premiums, and expenses (including any additional interest payable pursuant to the applicable Prior Credit Documents arising from or related to a default) that are disallowed as other charges, irrespective of whether a claim for such amounts is allowed or allowable in any such Insolvency or Liquidation Proceeding Proceeding, before any distribution from, or in respect of ABL of, any Pledged Collateral or Non-ABL Collateral, as the case may be, is made in respect of the claims held by the Junior Non-Revolving Secured Parties), with each Junior Agent, for itself and on behalf of its Related the Non-Revolving Secured Parties, ’ hereby acknowledging and agreeing to turn over hold in trust and promptly transfer to (i) FIRST the Controlling Agent, for itself and on behalf of the Controlling Revolving Secured Parties and (ii) SECOND, following the Discharge of Obligations with respect to the Controlling Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Secured Parties, amounts otherwise received or receivable by them from, on account of or relating to the Pledged Collateral to the extent necessary to effectuate the intent of this sentence (with respect to the payment of post-petition interest, fees and expenses)sentence, even if such turnover transfer has the effect of reducing the claim or recovery of the Junior Non-Revolving Secured Parties). Each Non-Revolving Secured Party (whether in the capacity of a secured creditor or an unsecured creditor) shall not propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization that is inconsistent with the priorities or other provisions of this Agreement, other than with the prior written consent of the Administrative Agent or to the extent any such plan is proposed or supported by the number of Revolving Secured Parties required under Section 1126(d) of the Bankruptcy Code. This Agreement, which the parties hereto acknowledge shall constitute a “subordination agreement” for the purposes of Section 510(a) of the Bankruptcy Code, shall be applicable prior to and after the commencement of any proceeding under any Debtor Relief Law.

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

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

Separate Grants of Security and Separate Classification. Each Agent, for itself and on behalf of its Related Secured the Credit Parties, the First Lien Lenders and the Second Lien Lenders acknowledges and agrees that (ai) the grants of Liens pursuant to applicable Collateral the First Lien Debt Documents and the Second Lien Debt Documents constitute two separate and distinct grants of Liens; Liens and (bii) because of, among other things, their differing rights in the ABL Collateral and the Non-ABL Collateral, the Term Loan Credit Obligations, Revolving Credit Obligations and the Permitted Notes Obligations Second Lien Debt are fundamentally different from one another the First Lien Debt and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Obligations)Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of the Term Loan Credit Secured Parties, Revolving Credit Secured Parties First Lien Lenders and the Permitted Notes Secured Parties or any of them Second Lien Lenders in respect of any ABL Collateral or Non-ABL 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, as set forth in Section 2.01 and as contemplated by Section 4.01, all distributions shall be made as if there were separate classes of secured claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral (with the effect being that, to the extent that the aggregate value of such ABL Collateral or Non-ABL Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured Parties), the Controlling Secured Parties First Lien Lenders shall be entitled to receive, in addition to amounts otherwise distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees fees, costs, premium, optional and expenses (including any additional interest payable pursuant to the applicable Prior Credit Documents arising from or related to a default) that are disallowed as other charges, irrespective of whether a claim for such amounts is allowed or allowable in any Insolvency or Liquidation Proceeding such Proceeding, before any distribution from, or in respect of ABL of, any Collateral or Non-ABL Collateral, as the case may be, is made in respect of the claims held by the Junior Secured PartiesSecond Lien Lenders), with each Junior Agent, for itself and on behalf of its Related Secured Parties, the Second Lien Lenders hereby acknowledging and agreeing to turn over to (i) FIRST the Controlling Agent, for itself and on behalf of the Controlling Secured Parties and (ii) SECOND, following the Discharge of Obligations with respect to the Controlling Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Secured Parties, First Lien Lenders 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, fees and expenses)sentence, even if such turnover has the effect of reducing the claim or recovery of the Junior Secured Parties)Second Lien Lenders.

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

Separate Grants of Security and Separate Classification. Each Agentof the Grantors, for itself the First Lien Claimholders and on behalf of its Related Secured Parties, the Second Lien Claimholders acknowledges and agrees that (ai) the grants of Liens pursuant to applicable the First Lien Collateral Documents and the Second Lien Collateral Documents constitute two separate and distinct grants of Liens; Liens and (bii) because of, among other things, their differing rights in the ABL Collateral and the Non-ABL Collateral, the Term Loan Credit Obligations, Revolving Credit Obligations and the Permitted Notes Second Lien Obligations are fundamentally different from one another the First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Obligations)Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of the Term Loan Credit Secured Parties, Revolving Credit Secured Parties First Lien Claimholders and the Permitted Notes Secured Parties or any of them Second Lien Claimholders in respect of any ABL Collateral or Non-ABL 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, as set forth in Section 2.01 and as contemplated by Section 4.01, all distributions shall be made as if there were separate classes of secured claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral (with the effect being that, to the extent that the aggregate value of such ABL Collateral or Non-ABL Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured Parties), the Controlling Secured Parties First Lien Claimholders shall be entitled to receive, in addition to amounts otherwise 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 post-petition interest, fees fees, costs and expenses (including any additional interest payable pursuant to the applicable Prior Credit Documents arising from or related to a default) that are disallowed as other charges, irrespective of whether a claim for such amounts is allowed or allowable in any such Insolvency or Liquidation Proceeding Proceeding, until the occurrence of the Discharge of First Lien Obligations, before any distribution from, or in respect of ABL of, any Collateral or Non-ABL Collateral, as the case may be, is made in respect of the claims held by the Junior Secured PartiesSecond Lien Claimholders), with each Junior Agent, for itself and on behalf of its Related Secured Parties, the Second Lien Claimholders hereby acknowledging and agreeing to turn over to (i) FIRST the Controlling Agent, for itself and on behalf of the Controlling Secured Parties and (ii) SECOND, following the Discharge of Obligations with respect to the Controlling Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Secured Parties, First Lien 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, fees and expenses)sentence, even if such turnover has the effect of reducing the claim or recovery of the Junior Secured Parties)Second Lien Claimholders.

Separate Grants of Security and Separate Classification. Each Agentof the Grantors, for itself the First Lien Claimholders and on behalf of its Related Secured Parties, the Second Lien Claimholders acknowledges and agrees that (ai) the grants of Liens pursuant to applicable the First Lien Collateral Documents and the Second Lien Collateral Documents constitute two separate and distinct grants of Liens; Liens and (bii) because of, among other things, their differing rights in the ABL Collateral and the Non-ABL Collateral, the Term Loan Credit Obligations, Revolving Credit Obligations and the Permitted Notes Second Lien Obligations are fundamentally different from one another the First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Obligations)Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of the Term Loan Credit Secured Parties, Revolving Credit Secured Parties First Lien Claimholders and the Permitted Notes Secured Parties or any of them Second Lien Claimholders in respect of any ABL Collateral or Non-ABL 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, as set forth in Section 2.01 and as contemplated by Section 4.01, all distributions shall be made as if there were separate classes of secured claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral (with the effect being that, to the extent that the aggregate value of such ABL Collateral or Non-ABL Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured Parties), the Controlling Secured Parties First Lien Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees fees, costs and expenses (including any additional interest payable pursuant to the applicable Prior Credit Documents arising from or related to a default) that are disallowed as other charges, irrespective of whether a claim for such amounts is allowed or allowable in any such Insolvency or Liquidation Proceeding Proceeding, until the occurrence of the Discharge of First Lien Obligations, before any distribution from, or in respect of ABL of, any Collateral or Non-ABL Collateral, as the case may be, is made in respect of the claims held by the Junior Secured PartiesSecond Lien Claimholders), with each Junior Agent, for itself and on behalf of its Related Secured Parties, the Second Lien Claimholders hereby acknowledging and agreeing to turn over to (i) FIRST the Controlling Agent, for itself and on behalf of the Controlling Secured Parties and (ii) SECOND, following the Discharge of Obligations with respect to the Controlling Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Secured Parties, First Lien 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, fees and expenses)sentence, even if such turnover has the effect of reducing the claim or recovery of the Junior Secured Parties)Second Lien Claimholders.

Separate Grants of Security and Separate Classification. Each The ABL Collateral Agent, for itself and on behalf of its Related Secured Partiesthe 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 applicable 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 ABL Collateral and the Non-ABL Collateral, (i) the Term Loan Credit Obligations, Revolving Credit Obligations and the Permitted Notes Obligations are fundamentally different from one another 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 Reorganization proposed or adopted confirmed (or approved) in an Insolvency or Liquidation Proceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Obligations)Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of the ABL Claimholders and the Term Loan Credit Secured Parties, Revolving Credit Secured Parties and the Permitted Notes Secured Parties or any of them Claimholders in respect of any ABL Collateral or Non-ABL the Collateral constitute only one secured claim claims of the same class (rather than at least two separate classes of secured claimsclaims with the relative Lien priorities described in Section 2.1), then each the ABL Collateral Agent, for itself and on behalf of the parties hereto other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby acknowledges acknowledge and agrees that, as set forth in Section 2.01 and as contemplated by Section 4.01, agree that all distributions from the Collateral shall be made as if there such claims were of two separate classes of secured junior and senior claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral (with the effect being that, to the extent that (x) the aggregate value of such the ABL Collateral or Non-ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured PartiesTerm Claimholders thereon), the Controlling Secured Parties 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 interestPetition Interest that is available from the ABL Priority Collateral, fees and expenses (including any additional interest payable pursuant to the applicable Prior Credit Documents arising from or related to a default) that are disallowed as a claim in any Insolvency or Liquidation Proceeding before any distribution in respect of ABL Collateral or Non-ABL Collateral, as the case may be, is made in respect of the claims held by Term Obligations with respect to the Junior Secured PartiesABL Priority Collateral, with each Junior Agent, for itself and on behalf of its Related Secured Parties, hereby acknowledging and agreeing to turn over to (i) FIRST the Controlling Term Collateral Agent, for itself and on behalf of the Controlling Secured Parties 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 (iiy) SECONDthe aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), following the Discharge 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 Controlling Term Priority Collateral, with the ABL Collateral Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Secured Partiesthe 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 (with respect to the payment of post-petition interest, fees and expenses)sentence, even if such turnover has the effect of reducing the claim or recovery of aggregate recoveries on the Junior Secured PartiesABL Obligations).

Separate Grants of Security and Separate Classification. Each of the Revolving Collateral Agent, for itself and on behalf of its Related the Revolving Secured Parties, and the Term Collateral Agent, for itself and on behalf of the Term Secured Parties, acknowledges and agrees that (a) the grants of Liens pursuant to applicable the Revolving Collateral Documents and the Term Collateral Documents constitute separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the ABL Collateral and the Non-ABL Collateral, the Term Loan Credit Obligations, Revolving Credit Obligations and the Permitted Notes Term Obligations are fundamentally different from one another and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums fees and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Term Obligations). To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of the Term Loan Credit Secured Parties, Revolving Credit Secured Parties and the Permitted Notes Term Secured Parties or any of them in respect of any ABL Collateral or Non-ABL Collateral constitute only one secured claim (rather than separate classes of secured claims), then each of the parties hereto hereby acknowledges and agrees that, as set forth in Section 2.01 subject to Sections 2.1 and as contemplated by Section 4.014.1, all distributions shall be made as if there were separate classes of secured claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral (with the effect being that, to the extent that the aggregate value of such ABL Collateral or Non-ABL Collateral is sufficient (for this purpose ignoring all claims held by the Junior Term Secured Parties), the Controlling Revolving Secured Parties shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees and expenses (including any additional interest payable pursuant to the applicable Prior Credit Revolving Documents arising from or related to a default) that are , which is disallowed as a claim in any Insolvency or Liquidation Proceeding before any distribution in respect of ABL Collateral or Non-ABL Collateral, as the case may be, is made in respect of the claims held by the Junior Term Secured Parties, with each Junior the Term Collateral Agent, for itself and on behalf of its Related the Term Secured Parties, hereby acknowledging and agreeing to turn over to (i) FIRST the Controlling Revolving Collateral Agent, for itself and on behalf of the Controlling Secured Parties and (ii) SECOND, following the Discharge of Obligations with respect to the Controlling Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Revolving Secured Parties, 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, fees and expenses), even if such turnover has the effect of reducing the claim or recovery of the Junior Term Secured Parties).

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

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

Separate Grants of Security and Separate Classification. Each Agent, for itself of the Grantors and on behalf each of its Related Secured Parties, the Claimholders acknowledges and agrees with respect to each class of Priority Collateral that (ai) the grants of Liens pursuant to applicable the Working Capital Collateral Documents Documents, on the one hand, and the Term Loan Collateral Documents, on the other hand, constitute separate and distinct grants of Liens; Liens and (bii) because of, among other things, their differing rights in the ABL Collateral and the Non-ABL Collateral, the Working Capital Obligations, on the one hand, and the Term Loan Credit Obligations, Revolving Credit Obligations and on the Permitted Notes Obligations other hand, are fundamentally different from one another and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Obligations)Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of (x) the Working Capital Claimholders and (y) the Term Loan Credit Secured Parties, Revolving Credit Secured Parties and the Permitted Notes Secured Parties or any of them Claimholders in respect of any ABL Collateral or Non-ABL Collateral Priority 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, as set forth in Section 2.01 and as contemplated by Section 4.01, all distributions shall be made as if there were separate classes of secured claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral (with the effect being that, to the extent that the aggregate value of such ABL Collateral or Non-ABL Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured Parties), the Controlling Secured Parties Priority Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them from, or in respect of, their Priority Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees fees, costs and expenses (including any additional interest payable pursuant to the applicable Prior Credit Documents arising from or related to a default) that are disallowed as other charges, irrespective of whether a claim for such amounts is allowed or allowable in any such Insolvency or Liquidation Proceeding Proceeding, before any distribution from, or in respect of ABL of, any such Priority Collateral or Non-ABL Collateral, as the case may be, is made in respect of the claims held by the Junior Secured PartiesNon-Priority Claimholders, with each Junior Agent, for itself and on behalf of its Related Secured Parties, the Non-Priority Claimholders hereby acknowledging and agreeing to turn over to (i) FIRST the Controlling Agent, for itself and on behalf of the Controlling Secured Parties and (ii) SECOND, following the Discharge of Obligations with respect to the Controlling Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Secured Parties, Priority 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, fees and expenses)sentence, even if such turnover has the effect of reducing the claim or recovery of the Junior Secured Parties)Non-Priority Claimholders.

Separate Grants of Security and Separate Classification. Each Agentof the Grantors, for itself the First Lien Claimholders and on behalf of its Related Secured Parties, the Second Lien Claimholders acknowledges and agrees that (a) the grants of Liens pursuant to applicable the First Lien Collateral Documents and the 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 ABL Collateral and the Non-ABL Collateral, the Term Loan Credit Obligations, Revolving Credit Obligations and the Permitted Notes Second Lien Obligations are fundamentally different from one another the First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Obligations)Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of the Term Loan Credit Secured Parties, Revolving Credit Secured Parties First Lien Claimholders and the Permitted Notes Secured Parties or any of them Second Lien Claimholders in respect of any ABL Collateral or Non-ABL 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, as set forth in Section 2.01 and as contemplated by Section 4.01, all distributions shall be made as if there were separate classes of secured claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral (with the effect being that, to the extent that the aggregate value of such ABL Collateral or Non-ABL Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured Parties), the Controlling Secured Parties First Lien Claimholders shall be entitled to receive, in addition to amounts otherwise 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 post-petition interest, fees fees, costs, premium and expenses (including any additional interest payable pursuant to the applicable Prior Credit Documents arising from or related to a default) that are disallowed as other charges, irrespective of whether a claim for such amounts is allowed or allowable in any such Insolvency or Liquidation Proceeding Proceeding, before any distribution from, or in respect of ABL of, any Collateral or Non-ABL Collateral, as the case may be, is made in respect of the claims held by the Junior Secured PartiesSecond Lien Claimholders, with each Junior Agent, for itself and on behalf of its Related Secured Parties, the Second Lien Claimholders hereby acknowledging and agreeing to turn over to (i) FIRST the Controlling Agent, for itself and on behalf of the Controlling Secured Parties and (ii) SECOND, following the Discharge of Obligations with respect to the Controlling Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Secured Parties, First Lien 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, fees and expenses)sentence, even if such turnover has the effect of reducing the claim or recovery of the Junior Secured Parties)Second Lien Claimholders.

Separate Grants of Security and Separate Classification. Each Agentof the Revolving Credit Collateral Agents, for itself Revolving Credit Claimholders, Term Loan Collateral Agent and on behalf of its Related Secured Parties, Term Loan Claimholders acknowledges and agrees that (a) the grants of Liens pursuant to applicable the 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 ABL Collateral and the Non-ABL Collateral, the Term Loan Credit Obligations, Revolving Credit Obligations and the Permitted Notes Term Loan Obligations are fundamentally different from one another and must be separately classified in any plan of reorganization proposed or adopted in an any Insolvency or Liquidation Proceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Obligations)Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of the Revolving Credit Claimholders and the Term Loan Credit Secured Parties, Revolving Credit Secured Parties and the Permitted Notes Secured Parties or any of them Claimholders in respect of any ABL Collateral or Non-ABL the Revolving Credit Primary 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, as set forth in Section 2.01 and as contemplated by Section 4.01, all distributions shall be made as if there were separate classes of secured claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral (with the effect being that, to the extent that the aggregate value of such ABL Collateral or Non-ABL Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured Parties), the Controlling Secured Parties Revolving Credit Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them from, or in respect of of, the Revolving Credit Primary Collateral with respect to principal, pre-petition interest and other claims, all amounts owing in with respect of to post-petition interest, fees fees, costs, and expenses (including any additional interest payable pursuant to the applicable Prior Credit Documents arising from or related to a default) that are disallowed as other charges, irrespective of whether a claim for such amounts is allowed or allowable in any such Insolvency or Liquidation Proceeding Proceeding, before any distribution from, or in respect of ABL of, any such Revolving Credit Primary Collateral or Non-ABL Collateral, as the case may be, is made in respect of the claims held by the Junior Secured PartiesTerm Loan Claimholders, with each Junior Agent, for itself and on behalf of its Related Secured Parties, the Term Loan Claimholders hereby acknowledging and agreeing to turn over to (i) FIRST the Controlling Agent, for itself and on behalf of the Controlling Secured Parties and (ii) SECOND, following the Discharge of Obligations with respect to the Controlling Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Secured Parties, Revolving Credit 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, fees and expenses)sentence, even if such turnover has the effect of reducing the claim or recovery of the Junior Secured Parties)Term Loan Claimholders.

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

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

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

Separate Grants of Security and Separate Classification. Each Revolving Agent, for itself and on behalf of its Related Secured Partiesthe Revolving Claimholders, acknowledges and agrees that (a) Term Loan Agent, on behalf of the Term Loan Claimholders, acknowledge and intend that: the respective grants of Liens pursuant to applicable the Revolving Collateral Documents and the Term Loan Collateral Documents constitute two separate and distinct grants of Liens; , and (b) because of, among other things, their differing rights in the ABL Collateral and the Non-ABL Collateral, (i) the Term Loan Credit Obligations, Revolving Credit Obligations and the Permitted Notes Obligations are fundamentally different from one another and the Revolving Obligations and, (ii) the Revolving Obligations are fundamentally different from the Term Loan Obligations and, in each case, must be separately classified in any plan of reorganization proposed or adopted confirmed (or approved) in an Insolvency or Liquidation Proceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Obligations)Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of the Revolving Claimholders and the Term Loan Credit Secured Parties, Revolving Credit Secured Parties and the Permitted Notes Secured Parties or any of them Claimholders in respect of any ABL Collateral or Non-ABL the Collateral constitute only one secured claim claims in the same class (rather than at least two separate classes of secured claimsclaims with the priorities described in Section 2.1), then each of the parties hereto Revolving Claimholders and the Term Loan Claimholders hereby acknowledges acknowledge and agrees that, as set forth in Section 2.01 and as contemplated by Section 4.01, agree that all distributions from the Collateral shall be made as if there were two separate classes of secured claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral Revolving Obligations and Term Loan Obligations (with the effect being that, to the extent that (x) the aggregate value of such ABL Collateral or Non-ABL the Revolving Claimholders’ Revolving Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured PartiesTerm Loan Claimholders thereon), the Controlling Secured Parties Revolving 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, fees and or expenses that is available from their Revolving Priority Collateral (including regardless of whether any additional interest payable 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 applicable Prior Credit Documents arising from Bankruptcy Code or related to a default) that are disallowed as a claim in any Insolvency or Liquidation Proceeding otherwise), before any distribution in respect of ABL Collateral or Non-ABL Collateral, as the case may be, is made from the Revolving Priority Collateral in respect of the claims held by the Junior Secured PartiesTerm Loan Obligations with respect to such Collateral, with each Junior Agent, for itself and on behalf of its Related Secured Parties, hereby Term Loan Claimholder acknowledging and agreeing to turn over to (i) FIRST the Controlling Agent, for itself and on behalf of the Controlling Secured Parties and (ii) SECOND, following the Discharge of Obligations Revolving Agent with respect to the Controlling Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Secured Parties, Collateral amounts otherwise received or receivable by them from the Revolving Priority Collateral to the extent necessary to effectuate the intent of this sentence (with respect to the payment of post-petition interest, fees and expenses)sentence, even if such turnover has the effect of reducing the claim or recovery aggregate recoveries of the Junior Secured PartiesTerm Loan Obligations and (y) the aggregate value of the Term Loan Claimholders’ Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Claimholders thereon), the 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, fees or expenses that is available from their Term Priority Collateral (regardless of whether any such claims may or may not be allowed or allowable in whole or in part as against the Grantor in the respective Insolvency Proceeding pursuant to Section 506(b) of the Bankruptcy Code or otherwise), before any distribution is made from the Term Priority Collateral in respect of the Revolving Obligations with respect to such Collateral, with each Revolving Claimholder acknowledging and agreeing to turn over to Term Loan Agent with respect to such Collateral amounts otherwise received or receivable by them from the Term Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the Revolving Obligations).

Separate Grants of Security and Separate Classification. Each The Revolving Collateral Agent, for itself and on behalf of its Related Secured Partiesthe Revolving Claimholders, acknowledges and agrees that (a) the Notes Collateral Agent, on behalf of the Notes Claimholders, acknowledge and intend that: the respective grants of Liens pursuant to applicable the Revolving Collateral Documents and the Notes Collateral Documents constitute two separate and distinct grants of Liens; , and (b) because of, among other things, their differing rights in the ABL Collateral and (i) the Non-ABL Collateral, the Term Loan Credit Obligations, Revolving Credit Obligations and the Permitted Notes Obligations are fundamentally different from one another and the Revolving Obligations and, (ii) the Revolving Obligations are fundamentally different from the Notes Obligations and, in each case, must be separately classified in any plan of reorganization proposed or adopted confirmed (or approved) in an Insolvency or Liquidation Proceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Obligations)Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of the Term Loan Credit Secured Parties, Revolving Credit Secured Parties Claimholders and the Permitted Notes Secured Parties or any of them Claimholders in respect of any ABL Collateral or Non-ABL the Collateral constitute only one secured claim claims in the same class (rather than at least two separate classes of secured claimsclaims with the priorities described in Section 2.1), then each of the parties hereto Revolving Claimholders and the Notes Claimholders hereby acknowledges acknowledge and agrees that, as set forth in Section 2.01 and as contemplated by Section 4.01, agree that all distributions shall be made as if there were two separate classes of secured claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral Revolving Obligations and Notes Obligations (with the effect being that, to the extent that (i) the aggregate value of such ABL Collateral or Non-ABL the Revolving Claimholders’ Revolving Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured PartiesNotes Claimholders thereon), the Controlling Secured Parties Revolving 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, fees and or expenses that is available from their Revolving Priority Collateral (including regardless of whether any additional interest payable 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 applicable Prior Credit Documents arising from Bankruptcy Code or related to a default) that are disallowed as a claim in any Insolvency or Liquidation Proceeding otherwise), before any distribution in respect of ABL Collateral or Non-ABL Collateral, as the case may be, is made in respect of the claims held by the Junior Secured PartiesNotes Obligations with respect to such Collateral, with each Junior Agent, for itself and on behalf of its Related Secured Parties, hereby Notes Claimholder acknowledging and agreeing to turn over to (i) FIRST the Controlling Agent, for itself and on behalf of the Controlling Secured Parties and (ii) SECOND, following the Discharge of Obligations Revolving Collateral Agent with respect to the Controlling Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Secured Parties, Collateral 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, fees and expenses)sentence, even if such turnover has the effect of reducing the claim or recovery aggregate recoveries of the Junior Secured PartiesNotes Obligations and (ii) the aggregate value of the Notes Claimholders’ Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Claimholders thereon), the Notes Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from their Notes Priority Collateral (regardless of whether any such claims may or may not be allowed or allowable in whole or in part as against the Grantor in the respective Insolvency Proceeding pursuant to Section 506(b) of the Bankruptcy Code or otherwise), before any distribution is made in respect of the Revolving Obligations with respect to such Collateral, with each Revolving Claimholder acknowledging and agreeing to turn over to the Notes Collateral Agent with respect to such Collateral amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the Revolving Obligations).

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

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

Separate Grants of Security and Separate Classification. Each Agent, for itself Secured Party Agent and on behalf of its Related Secured Parties, Creditor acknowledges and agrees that (ai) the grants of Liens pursuant to applicable the ABL Collateral Documents, the 2025 Notes Collateral Documents and the Additional Collateral Documents constitute separate and distinct grants of Liens; Liens and (bii) because of, among other things, their differing rights in the ABL Collateral and the Non-ABL Collateral, the Term Loan Credit Obligations, Revolving Credit 2025 Notes Obligations and the Permitted Notes Additional Obligations are fundamentally different from one another the ABL Obligations and must be separately classified in any plan of reorganization proposed or similar dispositive restructuring plan proposed, confirmed, or adopted in an Insolvency or Liquidation Proceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Obligations)Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of the Term Loan Credit ABL Secured Parties, Revolving Credit on the one hand, and the 2025 Notes Secured Parties and Additional Secured Parties, on the Permitted Notes Secured Parties or any of them other hand, in respect of any ABL Collateral or Non-ABL the Collateral constitute only one secured claim (rather than separate classes of secured claimsclaims subject to the Lien Priority), then each of the parties hereto ABL Secured Parties, the 2025 Notes Secured Parties and any Additional Secured Parties hereby acknowledges acknowledge and agrees that, as set forth in Section 2.01 and as contemplated by Section 4.01, agree that all distributions shall be made as if there were separate classes of secured ABL Obligation claims, 2025 Notes Obligation claims and Additional Obligation claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral Credit Parties (with the effect being that, to the extent that the aggregate value of such the ABL Priority Collateral or the Non-ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by (i) the Junior ABL Secured Parties in the case of the 2025 Notes Secured Parties and the Additional Secured Parties, and (ii) the 2025 Notes Secured Parties and the Additional Secured Parties in the case of the ABL Secured Parties), the Controlling ABL Secured Parties or the 2025 Notes Secured Parties and Additional Secured Parties, respectively, shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees fees, and expenses (including any additional interest payable pursuant to that is available from each applicable pool of Priority Collateral for each of the applicable Prior Credit Documents arising from or related to a defaultABL Secured Parties, on the one hand, and the 2025 Notes Secured Parties and Additional Secured Parties, on the other hand) that are disallowed as a claim in any Insolvency or Liquidation Proceeding before any distribution in respect of ABL Collateral or Non-ABL Collateral, as the case may be, is made from such pool of Priority Collateral in respect of the claims held by the Junior other Secured Parties, with each Junior Agent, for itself and on behalf of its Related the other Secured Parties, Parties hereby acknowledging and agreeing to turn over to (i) FIRST the Controlling Agent, for itself and on behalf of the Controlling respective other Secured Parties and (ii) SECOND, following the Discharge of Obligations with respect to the Controlling Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Secured Parties, amounts otherwise received or receivable by them from such pool of Priority Collateral to the extent necessary to effectuate the intent of this sentence (with respect to the payment of post-petition interest, fees and expenses)sentence, even if such turnover has the effect of reducing the claim or recovery of the Junior such Secured Parties)’ aggregate recoveries.

Separate Grants of Security and Separate Classification. Each Agent, for itself and The Subordinated Agent on behalf of its Related Secured Parties, itself and the other Subordinated Financing Parties acknowledges and agrees that (a) the grants of Liens pursuant to applicable the Senior Collateral Documents and the Subordinated Collateral Documents constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the ABL Collateral and the Non-ABL Common Collateral, the Term Loan Credit Obligations, Revolving Credit Obligations and the Permitted Notes Subordinated Obligations are fundamentally different from one another the Senior Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Obligations)a Bankruptcy Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of the Term Loan Credit Secured Parties, Revolving Credit Secured Senior Financing Parties and the Permitted Notes Secured Subordinated Financing Parties or any of them in respect of any ABL Collateral or Non-ABL the Common Collateral constitute only one secured claim (rather than separate Exh. F-18 classes of senior and junior secured claims), then each the Subordinated Agent on behalf of itself and the parties hereto other Subordinated Financing Parties hereby acknowledges and agrees that, as set forth in Section 2.01 and as contemplated by Section 4.01, that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors Borrowers in respect of such ABL Collateral or Non-ABL the Common Collateral (with the effect being that, to the extent that the aggregate value of such ABL Collateral or Non-ABL the Common Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured Subordinated Financing Parties), the Controlling Secured Senior Financing Parties shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees and expenses (including any additional interest payable pursuant to the applicable Prior Credit Documents arising from or related to a default) that are disallowed as a claim in any Insolvency or Liquidation Proceeding before any distribution in respect of ABL Collateral or Non-ABL Collateral, as the case may be, is made in respect of the claims held by the Junior Secured Subordinated Financing Parties, with each Junior Agent, for itself and on behalf of its Related Secured Parties, the Subordinated Financing Parties hereby acknowledging and agreeing to turn over to (i) FIRST the Controlling Agent, for itself and on behalf of the Controlling Secured Senior Financing Parties and (ii) SECOND, following the Discharge of Obligations with respect to the Controlling Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Secured Parties, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence (with respect to the payment of post-petition interest, fees and expenses)sentence, even if such turnover has the effect of reducing the claim or recovery of the Junior Secured Subordinated Financing Parties).

Separate Grants of Security and Separate Classification. Each The Collateral Agent, for itself the Grantors, the Revolver Agent on behalf each Revolver Lender, and the Term Loan Agent on behalf of its Related Secured Partieseach Term Loan Lender, acknowledges acknowledge and agrees agree that (a) the grants of Liens pursuant to applicable Collateral Documents constitute separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the ABL Collateral and the Non-ABL CollateralProceeds thereof, the Term Loan Credit Obligations, Revolving Credit Obligations and the Permitted Notes Revolver Obligations are fundamentally different from one another each other and must be separately classified in any plan of reorganization or liquidation under the Bankruptcy Code (or other plan of similar effect under any Bankruptcy Law) proposed or adopted in an Insolvency or Liquidation Proceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Obligations)Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of the Revolver Lenders and the Term Loan Credit Secured Parties, Revolving Credit Secured Parties and the Permitted Notes Secured Parties or any of them Lenders in respect of any ABL Collateral or Non-ABL the Collateral constitute only one secured claim (rather than separate classes of secured claims), then each the Grantors, the Collateral Agent, the Revolver Agent, on behalf of the parties hereto Revolver Lenders, and the Term Loan Agent, on behalf of the Term Loan Lenders, hereby acknowledges acknowledge and agrees that, as set forth in Section 2.01 and as contemplated by Section 4.01, agree that all distributions shall be made as if there were separate classes of secured Revolver Obligation claims and Term Loan Obligation claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral (and any other Grantors, with the effect being that, (i) to the extent that the aggregate value of such ABL Collateral or Non-ABL the Revolver Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured Parties)sufficient, the Controlling Revolver Secured Parties shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees and expenses interest that is available from the Revolver Priority Collateral (including regardless of whether any additional interest payable such claims may or may not be allowed or allowable in whole or in part as against the Grantors in the applicable Insolvency Proceeding(s) pursuant to Section 506(b) of the applicable Prior Credit Documents arising from Bankruptcy Code or related to a defaultotherwise) that are disallowed as a claim in any Insolvency or Liquidation Proceeding before any distribution in respect of ABL Collateral or Non-ABL Collateral, as the case may be, is made in respect of the claims held by the Junior Term Loan Secured PartiesParties from such Revolver Priority Collateral, with each Junior the Collateral Agent, for itself and on behalf of its Related the Term Loan Secured Parties, hereby acknowledging and agreeing to turn over to (i) FIRST the Controlling Revolver Agent, for itself and on behalf the benefit of the Controlling Secured Parties and (ii) SECOND, following the Discharge of Obligations with respect to the Controlling Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Secured PartiesRevolver Lenders, amounts otherwise received or receivable by them from such Revolver Priority Collateral to the extent necessary to effectuate the intent of this sentence (with respect to the payment of post-petition interest, fees and expenses)sentence, even if such turnover has the effect of reducing the claim or recovery aggregate recoveries of the Junior Term Loan Secured Parties)., and (ii) to the extent that the aggregate value of the Term Loan Priority Collateral is sufficient, the Term Loan Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest 41 that is available from the Term Loan Priority Collateral (regardless of whether any such claims may or may not be allowed or allowable in whole or in part as against the Company or any of the Guarantors in the applicable Insolvency Proceeding(s) pursuant to Section 506(b) of the Bankruptcy Code or otherwise) before any distribution is made in respect of the claims held by the Revolver Secured Parties from such Term Loan Priority Collateral, with the Collateral Agent, on behalf of the Revolver Secured Parties, hereby acknowledging and agreeing to turn over to the Term Loan Agent, for its own account and for the benefit of the Term Loan Lenders, amounts otherwise received or receivable by them from such Term Loan Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the Revolver Secured Parties. 7.9

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

Separate Grants of Security and Separate Classification. Each Agentof the Grantors, for itself the First Lien Claimholders and on behalf of its Related Secured Parties, the Second Lien Claimholders acknowledges and agrees that (ai) the grants of Liens pursuant to applicable the First Lien Collateral Documents and the Second Lien Collateral Documents constitute two separate and distinct grants of Liens; Liens and (bii) because of, among other things, their differing rights in the ABL Collateral and the Non-ABL Collateral, the Term Loan Credit Obligations, Revolving Credit Obligations and the Permitted Notes Second Lien Obligations are fundamentally different from one another the First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Obligations)Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of the Term Loan Credit Secured Parties, Revolving Credit Secured Parties First Lien Claimholders and the Permitted Notes Secured Parties or any of them Second Lien Claimholders in respect of any ABL Collateral or Non-ABL 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, as set forth in Section 2.01 and as contemplated by Section 4.01, all distributions shall be made as if there were separate classes of secured claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral (with the effect being that, to the extent that the aggregate value of such ABL Collateral or Non-ABL Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured Parties), the Controlling Secured Parties First Lien Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees fees, costs, premium and expenses (including any additional interest payable pursuant to the applicable Prior Credit Documents arising from or related to a default) that are disallowed as other charges, irrespective of whether a claim for such amounts is allowed or allowable in any such Insolvency or Liquidation Proceeding Proceeding, before any distribution from, or in respect of ABL of, any Collateral or Non-ABL Collateral, as the case may be, is made in respect of the claims held by the Junior Secured PartiesSecond Lien Claimholders), with each Junior Agent, for itself and on behalf of its Related Secured Parties, the Second Lien Claimholders hereby acknowledging and agreeing to turn over to (i) FIRST the Controlling Agent, for itself and on behalf of the Controlling Secured Parties and (ii) SECOND, following the Discharge of Obligations with respect to the Controlling Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Secured Parties, First Lien 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, fees and expenses)sentence, even if such turnover has the effect of reducing the claim or recovery of the Junior Secured Parties)Second Lien Claimholders.

Separate Grants of Security and Separate Classification. Each The Revolving and Term Loan Administrative Agent, for itself and on behalf of its Related Secured Partiesthe Revolving and Term Loan Claimholders, and the Senior Administrative Agent for itself and on behalf of the Senior Claimholders, acknowledges and agrees that that: (a) the grants of Liens pursuant to applicable the Senior Collateral Documents and the Revolving and Term Loan Collateral Documents constitute two separate and distinct grants of Liens; (b) the Senior Obligations include all interest, fees, and expenses that accrue after the commencement of any Insolvency or Liquidation Proceeding of any Obligor at the rate provided for in the Senior Loan Documents governing the same, whether or not a claim for Post-Petition Interest, fees, or expenses is allowed or allowable in any such Insolvency or Liquidation Proceeding; and (bc) because of, among other things, their differing rights in the ABL Collateral and the Non-ABL Collateral, the Revolving and Term Loan Credit Obligations, Revolving Credit Obligations and the Permitted Notes Obligations are fundamentally different from one another the Senior Obligations and must be separately classified in any proposal, plan of reorganization or similar dispositive restructuring plan proposed or adopted in an Insolvency or Liquidation Proceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Obligations)Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of the Senior Claimholders and the Revolving and Term Loan Credit Secured Parties, Revolving Credit Secured Parties and the Permitted Notes Secured Parties or any of them Claimholders in respect of any ABL Collateral or Non-ABL 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, as set forth in Section 2.01 subject to Sections 2.1 and as contemplated by Section 4.014.1, all distributions shall be made as if there were separate classes of secured claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral (with the effect being that, to the extent that the aggregate value of such ABL Collateral or Non-ABL Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured Parties), the Controlling Secured Parties shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees and expenses (including any additional interest payable pursuant to the applicable Prior Credit Documents arising from or related to a default) that are disallowed as a claim in any Insolvency or Liquidation Proceeding before any distribution in respect of ABL Collateral or Non-ABL Collateral, as the case may be, is made in respect of the claims held by the Junior Secured Parties, with each Junior Agent, for itself and on behalf of its Related Secured Parties, hereby acknowledging and agreeing to turn over to (i) FIRST the Controlling Agent, for itself and on behalf of the Controlling Secured Parties and (ii) SECOND, following the Discharge of Obligations with respect to the Controlling Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Secured Parties, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence (with respect to the payment of post-petition interest, fees and expenses), even if such turnover has the effect of reducing the claim or recovery of the Junior Secured Parties).senior and

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

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

Separate Grants of Security and Separate Classification. Each The Collateral Agent, for itself the Grantors, the Revolver Agent on behalf each Revolver Lender, and the Term Loan Agent on behalf of its Related Secured Partieseach Term Loan Lender, acknowledges acknowledge and agrees agree that (a) the grants of Liens pursuant to applicable Collateral Documents constitute separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the ABL Collateral and the Non-ABL CollateralProceeds thereof, the Term Loan Credit Obligations, Revolving Credit Obligations and the Permitted Notes Revolver Obligations are fundamentally different from one another each other and must be separately classified in any plan of reorganization or liquidation under the Bankruptcy Code (or other plan of similar effect under any Bankruptcy Law) proposed or adopted in an Insolvency or Liquidation Proceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Obligations)Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of the Revolver Lenders and the Term Loan Credit Secured Parties, Revolving Credit Secured Parties and the Permitted Notes Secured Parties or any of them Lenders in respect of any ABL Collateral or Non-ABL the Collateral constitute only one secured claim (rather than separate classes of secured claims), then each the Grantors, the Collateral Agent, the Revolver Agent, on behalf of the parties hereto Revolver Lenders, and the Term Loan Agent, on behalf of the Term Loan Lenders, hereby acknowledges acknowledge and agrees that, as set forth in Section 2.01 and as contemplated by Section 4.01, agree that all distributions shall be made as if there were separate classes of secured Revolver Obligation claims and Term Loan Obligation claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral (and any other Grantors, with the effect being that, (i) to the extent that the aggregate value of such ABL Collateral or Non-ABL the Revolver Priority Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured Parties)sufficient, the Controlling Revolver Secured Parties shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees and expenses interest that is available from the Revolver Priority Collateral (including regardless of whether any additional interest payable such claims may or may not be allowed or allowable in whole or in part as against the Grantors in the applicable Insolvency Proceeding(s) pursuant to Section 506(b) of the applicable Prior Credit Documents arising from Bankruptcy Code or related to a defaultotherwise) that are disallowed as a claim in any Insolvency or Liquidation Proceeding before any distribution in respect of ABL Collateral or Non-ABL Collateral, as the case may be, is made in respect of the claims held by the Junior Term Loan Secured PartiesParties from such Revolver Priority Collateral, with each Junior the Collateral Agent, for itself and on behalf of its Related the Term Loan Secured Parties, hereby acknowledging and agreeing to turn over to (i) FIRST the Controlling Revolver Agent, for itself and on behalf the benefit of the Controlling Secured Parties and (ii) SECOND, following the Discharge of Obligations with respect to the Controlling Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Secured PartiesRevolver Lenders, amounts otherwise received or receivable by them from such Revolver Priority Collateral to the extent necessary to effectuate the intent of this sentence (with respect to the payment of post-petition interest, fees and expenses)sentence, even if such turnover has the effect of reducing the claim or recovery aggregate recoveries of the Junior Term Loan Secured Parties), and (ii) to the extent that the aggregate value of the Term Loan Priority Collateral is sufficient, the Term Loan Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest 41 that is available from the Term Loan Priority Collateral (regardless of whether any such claims may or may not be allowed or allowable in whole or in part as against the Company or any of the Guarantors in the applicable Insolvency Proceeding(s) pursuant to Section 506(b) of the Bankruptcy Code or otherwise) before any distribution is made in respect of the claims held by the Revolver Secured Parties from such Term Loan Priority Collateral, with the Collateral Agent, on behalf of the Revolver Secured Parties, hereby acknowledging and agreeing to turn over to the Term Loan Agent, for its own account and for the benefit of the Term Loan Lenders, amounts otherwise received or receivable by them from such Term Loan Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the Revolver Secured Parties.

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

Separate Grants of Security and Separate Classification. Each of the Revolving Collateral Agent, for itself and on behalf of its Related the Revolving Secured Parties, and the Term Collateral Agent, for itself and on behalf of the Term Secured Parties, acknowledges and agrees that (a) the grants of Liens pursuant to applicable the Revolving Collateral Documents and the Term Collateral Documents constitute separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the ABL Collateral and the Non-ABL Collateral, the Term Loan Credit Obligations, Revolving Credit Obligations and the Permitted Notes Term Obligations are fundamentally different from one another and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate principal amount of (and accrued interest, fees, premiums fees and expenses under) the Term Loan Credit Obligations, the Revolving Credit Obligations and Permitted Notes Term Obligations). To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of one or more of the Term Loan Credit Secured Parties, Revolving Credit Secured Parties and the Permitted Notes Term Secured Parties or any of them in respect of any ABL Collateral or Non-ABL Collateral constitute only one secured claim (rather than separate classes of secured claims), then each of the parties hereto hereby acknowledges and agrees that, as set forth in Section 2.01 subject to Sections 2.1 and as contemplated by Section 4.014.1, all distributions shall be made as if there were separate classes of secured claims against the Grantors in respect of such ABL Collateral or Non-ABL Collateral (with the effect being that, to the extent that the aggregate value of such ABL Collateral or Non-ABL Collateral is sufficient (for this purpose ignoring all claims held by the Junior Term Secured Parties), the Controlling Revolving Secured Parties shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees and expenses (including any additional interest payable pursuant to the applicable Prior Credit Revolving Documents arising from or related to a default) that are , which is disallowed as a claim in any Insolvency or Liquidation Proceeding before any distribution in respect of ABL Collateral or Non-ABL Collateral, as the case may be, is made in respect of the claims held by the Junior Term Secured Parties, with each Junior the Term Collateral Agent, for itself and on behalf of its Related the Term Secured Parties, hereby acknowledging and agreeing to turn over to (i) FIRST the Controlling Revolving Collateral Agent, for itself and on behalf of the Controlling Secured Parties and (ii) SECOND, following the Discharge of Obligations with respect to the Controlling Agent, the Rising Prior Agent (if any) for itself and on behalf of such Rising Agent’s Related Revolving Secured Parties, 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, fees and expenses), even if such turnover has the effect of reducing the claim or recovery of the Junior Term Secured Parties).

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

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