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 Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of its Related Secured Partieseach other Second Lien Claimholder represented by it, and each First Lien Representative and each First Lien Collateral Agent, for itself and on behalf of each other First Lien Claimholder represented by it, acknowledges and agrees that 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; and 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, that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of such ABL Collateral or Non-ABL 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 PartiesSecond Lien Claimholders), the Controlling Secured Parties First Lien Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of postPost-petition interest, fees and expenses Petition Interest (including any additional interest payable pursuant to the applicable Prior Credit Documents First Lien Loan Documents, arising from or related to a default) that are , which is disallowed as a claim in any Insolvency or Liquidation Proceeding 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 PartiesSecond Lien Claimholders with respect to the Collateral, with each Junior Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of its Related Secured Partieseach other Second Lien Claimholder represented by it, hereby acknowledging and agreeing to turn over to (i) FIRST the Controlling Designated First Lien Collateral Agent, for itself and on behalf of the Controlling Secured Parties and (ii) SECONDeach other First Lien Claimholder, following the Discharge Collateral or proceeds 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 Collateral 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 PartiesSecond Lien Claimholders).

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself and on behalf of its Related Secured PartiesSecond Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, acknowledges and agrees that that: (a) the grants of Liens pursuant to applicable the First Lien Collateral Documents constitute and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, two separate and distinct grants of Liens; and and (b) because of, among other things, their differing rights in the ABL Collateral and (including the Non-ABL Shared 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 must, subject to applicable law, 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 the Collateral or Non-ABL Collateral (including the Shared 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 senior and junior secured claims against the Grantors Obligors in respect of such ABL the Collateral or Non-ABL Collateral (including the Shared 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 PartiesSecond Lien Claimholders), the Controlling Secured Parties First Lien Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of postPost-petition interestPetition Interest, fees and expenses (including any additional interest payable pursuant to the applicable Prior Credit First Lien Documents arising from or related to a default) that are disallowed as a , regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceeding 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 PartiesSecond Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each Junior Second Lien Collateral Agent, for itself and on behalf of its Related Secured PartiesSecond Lien Claimholders, hereby acknowledging and agreeing to turn over to (i) FIRST the Controlling Directing First Lien Collateral Agent, for itself and on behalf of the Controlling Secured Parties and First Lien Claimholders, Collateral (iiincluding the Shared Collateral) SECONDor proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, 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)Second Lien 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 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 Agent, for itself and on behalf of its Related Secured Parties, Party acknowledges and agrees that (ai) the grants of Liens pursuant to applicable Collateral the Senior Security Documents and the Subordinated Security Documents constitute two separate and distinct grants of Liens; Liens and (bii) because of, among other things, their differing rights in the ABL Senior Collateral and the Non-ABL TDI Collateral, respectively, the Term Loan Credit Obligations, Revolving Credit Senior Obligations and the Permitted Notes Subordinated 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 Term Loan Credit Secured Parties, Revolving Credit Secured Parties Senior Creditors and the Permitted Notes Secured Parties or any of them Subordinated Creditors in respect of any ABL the Senior Collateral or Non-ABL Collateral and the TDI Collateral, respectively, constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto Subordinated 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 senior and junior secured claims against the Grantors Loan Parties in respect of such ABL Collateral or Non-ABL the TDI Collateral (with the effect being that, to the extent that the aggregate value of such ABL Collateral or Non-ABL the TDI Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured PartiesSubordinated Creditors), the Controlling Secured Parties Senior Creditors shall be entitled to receivereceive from the TDI Collateral, 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 Petition Interest up 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 Senior TDI Collateral Limit 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 Creditors, with each Junior Agent, for itself and on behalf of its Related Secured Parties, the Subordinated 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, Senior 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 PartiesSubordinated Creditors).

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 Parties, acknowledges and agrees that (a) It is acknowledged and agreed that: (i) with respect to any Insolvency or Liquidation Proceeding, the grants grant of Liens pursuant to applicable Collateral Documents secure the Revolving Obligations shall be deemed to constitute a separate and distinct grants grant of LiensLiens from any Liens granted to secure any other First Lien Obligations; and 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 are fundamentally different from one another any and all other First Lien Obligations of any other Class and must be separately classified in any plan of reorganization (any “Plan of Reorganization”), liquidation, arrangement, or composition proposed or adopted confirmed in an Insolvency or Liquidation Proceeding (other than and the First Lien Obligations of any Class must be separately classified in any such plan from the First Lien Obligations 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)any other Class. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that that, contrary to the claims intention of the parties, the Revolving Obligations in respect of the Shared Collateral should be permitted to be classified with the First Lien Obligations of one or more of the Term Loan Credit Secured Parties, Revolving Credit Secured Parties and the Permitted Notes Secured Parties or Classes in 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)such plan, then each of subject to (and without limiting the parties hereto hereby acknowledges and agrees that, as set forth in Section generality of) Sections 2.01 and as contemplated by Section 4.012.03, all distributions from the Shared Collateral 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 (the Shared 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 First Lien Obligations other than the Junior Secured PartiesRevolving Obligations), the Controlling Secured Parties holders of Revolving Obligations 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 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 other charges, whether or related to a default) that are disallowed as a claim not allowed or allowable in any Insolvency or Liquidation Proceeding before any distribution is made from the Shared Collateral in respect of ABL Collateral or Non-ABL Collateral, as the case may be, is made in respect by virtue of the claims held by the Junior Secured Partiesany other First Lien Obligations, with each Junior Agent, for itself and on behalf the holders of its Related Secured Parties, any other First Lien Obligations hereby acknowledging and agreeing to turn over 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 any amount otherwise received or receivable by them from the Shared 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 other First Lien Secured Parties). (b) Each Additional First Lien 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 Revolving 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.

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 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 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 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 Agent, for itself It is acknowledged and on behalf of its Related Secured Parties, acknowledges and agrees that agreed that: (a) the grants grant of Liens pursuant to applicable Collateral Documents constitute secure the Credit Agreement Obligations constitutes a separate and distinct grants grant of LiensLiens from any Liens granted to secure any other First Lien Obligations; and 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 Agreement Obligations are fundamentally different from one another any and all other First Lien Obligations of any other Class and must be separately classified in any plan of reorganization (any “Plan of Reorganization”), liquidation, arrangement, or composition proposed or adopted confirmed in an Insolvency or Liquidation Proceeding (other than and the First Lien Obligations of any Class must be separately classified in any such plan from the First Lien Obligations 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)any other Class. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that that, contrary to the claims intention of the parties, the Credit Agreement Obligations in respect of the Shared Collateral should be permitted to be classified with the First Lien Obligations of one or more of the Term Loan Credit Secured Parties, Revolving Credit Secured Parties and the Permitted Notes Secured Parties or Classes in 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)such plan, then each of subject to (and without limiting the parties hereto hereby acknowledges and agrees that, as set forth in Section generality of) Sections 2.01 and as contemplated by Section 4.012.03, 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 (the Shared 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 First Lien Obligations other than the Junior Secured PartiesCredit Agreement Obligations), the Controlling Secured Parties holders of Credit Agreement Obligations shall be entitled to receivereceive all amounts constituting such obligations, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, including 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 whether or related to a default) that are disallowed as a claim not allowed 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 or by the Junior Secured Parties, with each Junior Agent, for itself and on behalf virtue 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)any other First Lien Obligations.

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 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 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 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 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 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 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 Agent, for itself It is acknowledged and on behalf of its Related Secured Parties, acknowledges and agrees that agreed that: (a) the grants grant of Liens pursuant to applicable Collateral Documents constitute secure the Credit Agreement Obligations constitutes a separate and distinct grants grant of LiensLiens from any Liens granted to secure any other First Lien Obligations; and and (b) because of, among other things, their differing rights in the ABL Collateral and the Non-ABL Shared Collateral, the Term Loan Credit Obligations, Revolving Credit Obligations and the Permitted Notes Agreement Obligations are fundamentally different from one another any and all other First Lien Obligations of any other Class and must be separately classified in any plan Plan of reorganization Reorganization proposed or adopted confirmed in an Insolvency or Liquidation Proceeding (other than and the First Lien Obligations of any Class must be separately classified in any such plan from the First Lien Obligations 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)any other Class. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that that, contrary to the claims intention of the parties, the Credit Agreement Obligations in respect of the Shared Collateral should be permitted to be classified with the First Lien Obligations of one or more of the Term Loan Credit Secured Parties, Revolving Credit Secured Parties and the Permitted Notes Secured Parties or Classes in 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)such plan, then each of subject to (and without limiting the parties hereto hereby acknowledges and agrees that, as set forth in Section generality of) Sections 2.01 and as contemplated by Section 4.013.02, 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 (the Shared 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 First Lien Obligations other than the Junior Secured PartiesCredit Agreement Obligations), the Controlling Secured Parties holders of Credit Agreement Obligations shall be entitled to receivereceive all amounts constituting such obligations, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, including 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 whether or related to a default) that are disallowed as a claim not allowed 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 or by the Junior Secured Parties, with each Junior Agent, for itself and on behalf virtue 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)any other First 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 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).

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 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.