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

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents 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 (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders.

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral Priority Agent, for itself and on behalf of its Related the Second Lien ClaimholdersPriority Creditors, and each the First Lien Collateral Priority Agent, for itself and on behalf of its Related the First Lien ClaimholdersPriority Creditors, acknowledges acknowledge and agrees agree that: : (a) the grants of Liens pursuant to the First Lien Priority Collateral Documents and the Second Lien Priority Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Priority Obligations and the First Priority Obligations are fundamentally different from the First Lien Obligations each other and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the class of First Lien Claimholders Priority Creditors and the class of Second Lien Claimholders Priority Creditors in respect of the Collateral (including the Shared Collateral) constitute only one secured claim (rather than separate classes of senior senior, junior and junior subordinated secured claims), then each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 2.1, 4.1 and 4.14.2, all distributions shall be made as if there were separate classes of senior senior, junior and junior subordinated secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders)Priority Creditors, with respect to payment to the First Priority Creditors, (A) subject to the Maximum First Priority Indebtedness Amount, the First Lien Claimholders Priority Creditors shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien Documents Priority Credit Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Second Lien Claimholders Priority Creditors with respect to the Collateral Collateral, and (B) after such payments to the First Priority Creditors, subject to the Maximum Second Priority Indebtedness Amount, the Second Priority Creditors shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, including any additional interest payable pursuant to the Shared Collateral)Second Priority Credit Agreement, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding, with each the Second Lien Collateral Priority Agent, for itself and on behalf of its Related the Second Lien ClaimholdersPriority Creditors, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Priority Agent, for itself and on behalf of the First Lien ClaimholdersPriority Creditors, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentencesentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the claim or recovery of the Second Lien ClaimholdersPriority Creditors.

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien ClaimholdersSecured Parties, acknowledges and agrees that: that (a) the grants of Liens pursuant to the First Lien applicable Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, two constitute separate and distinct grants of Liens; and and (b) because of, among other things, their differing rights in the ABL Collateral (including and the Shared Non-ABL Collateral), the Second Lien Term Loan Credit Obligations, Revolving Credit Obligations and the Permitted Notes Obligations are fundamentally different from the First Lien Obligations one another and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation ProceedingProceeding (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 First Lien Claimholders Term Loan Credit Secured Parties, Revolving Credit Secured Parties and the Second Lien Claimholders Permitted Notes Secured Parties or any of them in respect of the any ABL Collateral (including the Shared Collateral) or Non-ABL Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 as set forth in Section 2.01 and 4.1as contemplated by Section 4.01, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the such ABL Collateral (including the Shared Collateral) or Non-ABL Collateral (with the effect being that, to the extent that the aggregate value of the such ABL Collateral or Non-ABL Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersJunior Secured Parties), the First Lien Claimholders 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 (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 First Lien applicable Prior Credit Documents arising from or related to a default, regardless of whether any such ) that are disallowed as a 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 Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Junior Secured Parties, with each Second Lien Collateral Junior Agent, for itself and on behalf of its Related Second Lien ClaimholdersSecured Parties, hereby acknowledging and agreeing to turn over to (i) FIRST the Directing First Lien Collateral Controlling Agent, for itself and on behalf of the First Lien ClaimholdersControlling Secured Parties and (ii) SECOND, Collateral following the Discharge of Obligations with respect to the Controlling Agent, the Rising Prior Agent (including the Shared Collateralif any) or proceeds for itself and on behalf of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateralsuch Rising Agent’s Related Secured Parties, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentencesentence (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 Second Lien ClaimholdersJunior 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 each other Second Lien ClaimholdersClaimholder represented by it, and each First Lien Representative and each First Lien Collateral Agent, for itself and on behalf of its Related each other First Lien ClaimholdersClaimholder represented by it, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, Interest (including any additional interest payable pursuant to the First Lien Documents Loan Documents, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of its Related each other Second Lien ClaimholdersClaimholder represented by it, hereby acknowledging and agreeing to turn over to the Directing Designated First Lien Collateral Agent, for itself and on behalf of the each other First Lien ClaimholdersClaimholder, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders).

Separate Grants of Security and Separate Classification. Each Second Lien Collateral AgentThe Borrowers and all other Grantors, for itself the Administrative Agent and on behalf of its Related Second Lien Claimholders, the Secured Parties agree and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, acknowledges and agrees that: 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 the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, this Agreement constitute two separate and distinct grants of Liens; and Liens and (bii) because of, among other things, their differing respective rights in the Pledged Collateral (including the Shared Collateral)or all other collateral, the Second Lien Non-Revolving Obligations are fundamentally different from the First Lien Revolving Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an any Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders Revolving Secured Parties and the Second Lien Claimholders Non-Revolving Secured Parties in respect of the Pledged 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders Revolving Secured Parties shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Pledged Collateral in respect of principal, pre-petition interest interest, and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien Documents arising from or related to a defaultfees, regardless costs, expenses, premiums, and other charges, irrespective of whether any a claim for such claim amounts is allowed or allowable in any such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any Pledged Collateral is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared CollateralNon-Revolving Secured Parties), with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, the Non-Revolving Secured Parties’ hereby acknowledging and agreeing to turn over hold in trust and promptly transfer to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Revolving Secured Parties amounts otherwise received or receivable by them from, on account of or relating to the Pledged Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover transfer has the effect of reducing the claim or recovery of the Second Lien ClaimholdersNon-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 Second Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of its Related Second each other Junior Lien ClaimholdersClaimholder represented by it, and each First Senior Lien Representative and each Senior Lien Collateral Agent, for itself and on behalf of its Related First each other Senior Lien ClaimholdersClaimholder represented by it, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Senior Lien Collateral Documents and the Second Junior Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Junior Lien Obligations are fundamentally different from the First Senior Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Senior Lien Claimholders and the Second Junior Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Company in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Junior Lien Claimholders), the First Senior Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, Interest (including any additional interest payable pursuant to the First Senior Lien Documents Documents, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Junior Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each Second Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of its Related Second each other Junior Lien ClaimholdersClaimholder represented by it, hereby acknowledging and agreeing to turn over to the Directing First Designated Senior Lien Collateral Agent, for itself and on behalf of the First each other Senior Lien ClaimholdersClaimholder, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Junior Lien Claimholders).

Separate Grants of Security and Separate Classification. Each Second of the First Lien Collateral Administrative Agent, for itself and on behalf of its Related the First Lien Secured Parties and the Second Lien Claimholders, and each First Lien Collateral Agent, for itself and Administrative Agent on behalf of its Related First the Second Lien ClaimholdersSecured Parties, acknowledges and agrees that: that (a) the grants of Liens pursuant to the First Lien Collateral Loan Documents and the Second Lien Collateral Loan Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of against the First Lien Claimholders Lenders and the Second Lien Claimholders Lenders in respect of the Collateral (including the Shared Collateral) constitute only one secured claim (rather than separate classes of first lien and second lien senior and junior secured claims), then each of the parties hereto Second Lien Lenders hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of first lien and second lien senior and junior secured claims against the Obligors Company and/or other Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, that (i) to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersLenders), the First Lien Claimholders Lenders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interest, including any additional petition interest payable pursuant to the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to Lenders and (ii) the Collateral (including the Shared Collateral), with each Second Lien Collateral Agent, for itself Lenders hereby acknowledge and on behalf of its Related Second Lien Claimholders, hereby acknowledging and agreeing agree to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Lenders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien ClaimholdersLenders.

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, the Grantors and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, the Claimholders acknowledges and agrees that: with respect to each class of Priority Collateral that (ai) the grants of Liens pursuant to the First Lien ABL Collateral Documents and the Second Lien Term Loan Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, two constitute separate and distinct grants of Liens; and Liens and (bii) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien ABL Obligations and the Term Loan Obligations are fundamentally different from the First Lien Obligations one another and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien ABL Claimholders and the Second Lien Term Loan Claimholders in respect of the Collateral (including the Shared any 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Priority Claimholders shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, their Priority Collateral in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien Documents arising from or related to a defaultfees, regardless costs and other charges, irrespective of whether any a claim for such claim amounts is allowed or allowable in any such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any such Priority Collateral is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)other Claimholders, with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, the other Claimholders hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Priority Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien other Claimholders.

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 the Second Lien ClaimholdersSecured Parties represented by it, and each First Lien Representative and each First Lien Collateral Agent, for itself and on behalf of its Related the First Lien ClaimholdersSecured Parties represented by it, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders Secured Parties and the Second Lien Claimholders Secured Parties in respect of the 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, subject to Sections 2.1 and 4.1, that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersSecured Parties), the First Lien Claimholders Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to the First Lien Documents Documents, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders Secured Parties with respect to the Collateral (including the Shared Collateral), with each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien ClaimholdersSecured Parties represented by it, hereby acknowledging and agreeing to turn over to the Directing Designated First Lien Collateral Agent, for itself and on behalf of the First Lien ClaimholdersSecured Parties, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien ClaimholdersSecured Parties.

Separate Grants of Security and Separate Classification. Each of the Company and the other Pledgors; the First Lien Agent and all other First Lien Secured Parties; and the Second Lien Collateral Agent, for itself Agent and on behalf of its Related all other Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Secured Parties acknowledges and agrees that: that (ai) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (bii) because of, among other things, their differing rights in the Collateral (including the Shared Common Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan Plan of reorganization Reorganization proposed or adopted confirmed in an Insolvency or Liquidation Proceeding. In addition, the parties hereto agree that regardless of whether any Post-Petition Claim is allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement is expressly intended to include and does include the “rule of explicitness” in that this Agreement expressly entitles the First Lien Agent and each other First Lien Secured Party, and is intended to provide the First Lien Agent and such other First Lien Secured Party, with the right to receive, in respect of their First Lien Obligations, payment from the Common Collateral of all Post-Petition Claims through distributions made therefrom pursuant to the provisions of this Agreement even though any such Post-Petition Claims are not allowed or allowable against the bankruptcy estate of the Company or any other Pledgor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code or any other Bankruptcy Law. To further effectuate the intent of the parties as provided in the immediately preceding sentencesentences, if it is held that the claims of the First Lien Claimholders Secured Parties and the Second Lien Claimholders Secured Parties in respect of the Common 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders Secured Parties shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Common Collateral in respect of principal, pre-petition prepetition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition InterestClaims, including any additional interest payable pursuant to the First Lien Documents arising from or related to a default, regardless irrespective of whether any such claim for such amount is allowed or allowable in any such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any Common Collateral is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Secured Parties, with each the Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, Secured Parties hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Agent amounts otherwise received or receivable by them from the Common Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien ClaimholdersSecured Parties.

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself (a) It is acknowledged and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, acknowledges and agrees agreed that: (ai) with respect to any Insolvency or Liquidation Proceeding, the grants grant of Liens pursuant to secure the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended Revolving Obligations shall be deemed to constitute, two constitute a separate and distinct grants grant of LiensLiens from any Liens granted to secure any other First Lien Obligations; and (bii) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Revolving Obligations are fundamentally different from the any and all other First Lien Obligations of any other Class and must, subject to applicable law, 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 ProceedingProceeding and the First Lien Obligations of any Class must be separately classified in any such plan from the First Lien Obligations of 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 First Lien Claimholders and parties, the Second Lien Claimholders Revolving Obligations in respect of the Shared Collateral (including should be permitted to be classified with the Shared Collateral) constitute only First Lien Obligations of one secured claim (rather than separate classes of senior and junior secured claims)or more Classes in any such plan, then each of the parties hereto hereby acknowledges and agrees that, subject to (and without limiting the generality of) Sections 2.1 2.01 and 4.12.03, all distributions from the Shared Collateral shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by First Lien Obligations other than the Second Lien ClaimholdersRevolving Obligations), the First Lien Claimholders holders of Revolving Obligations shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest 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, including any additional interest payable pursuant to the First Lien Documents arising from fees, costs, expenses, premiums and other charges, whether or related to a default, regardless of whether any such claim is not allowed or allowable in any Insolvency or Liquidation Proceeding, Proceeding before any distribution is made from the Shared Collateral in respect of the claims held or by the Second virtue of any other First Lien Claimholders with respect to the Collateral (including the Shared Collateral)Obligations, with each Second the holders of any other First Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, Obligations hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or Revolving Secured Parties any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amount otherwise received or receivable by them from the Shared Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second other First Lien ClaimholdersSecured 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 Second Parity Lien Collateral AgentRepresentative, for itself and on behalf of its Related Second the holders of the applicable Parity Lien ClaimholdersObligations, and each First Junior Lien Collateral AgentRepresentative, for itself and on behalf of its Related First the holders of the applicable Junior Lien ClaimholdersObligations, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Parity Lien Collateral Documents and the Second Junior Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, two constitute separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Junior Lien Obligations are fundamentally different from the First Parity Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First holders of Parity Lien Claimholders Obligations and the Second holders of Junior Lien Claimholders Obligations in respect of the Collateral constitute (including the Shared Collateralin whole or in part) constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 2.3 and 4.13.4, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Company and the Guarantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second holders of Junior Lien ClaimholdersObligations), the First holders of Parity Lien Claimholders Obligations shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Parity Lien Documents Documents, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second holders of Junior Lien Claimholders Obligations with respect to the Collateral (including the Shared Collateral), with each Second Lien the Collateral AgentTrustee, for itself and on behalf of its Related Second each of the Junior Lien ClaimholdersRepresentatives and each holder of Junior Lien Obligations, hereby acknowledging and agreeing to turn over to the Directing First Parity Lien Collateral AgentRepresentatives, for itself the Parity Lien Representatives and on behalf of the First holders of the applicable Parity Lien ClaimholdersObligations, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second holders of Junior Lien ClaimholdersObligations.

Separate Grants of Security and Separate Classification. Each of the Grantors, the First Lien Claimholders and the Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Claimholders acknowledges and agrees that: that (ai) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (bii) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-pre- petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien Documents arising from or related to a defaultfees, regardless costs and other charges, irrespective of whether any a claim for such claim amounts is allowed or allowable in any such Insolvency or Liquidation Proceeding, until the occurrence of the Discharge of First Lien Obligations, before any distribution from, or in respect of, any Collateral is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared CollateralClaimholders), with each the Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, Claimholders hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders.

Separate Grants of Security and Separate Classification. Each Second Lien The ABL Collateral Agent, for itself and on behalf of its Related Second Lien the other ABL Claimholders, and each First Lien the Term Collateral Agent, for itself and on behalf of its Related First Lien the other Term Claimholders, acknowledges and agrees that: that (a) the respective grants of Liens pursuant to the First Lien ABL Collateral Documents and the Second Lien Term Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (b) because of, among other things, their differing rights in the Collateral Collateral, (including i) the Shared Collateral), the Second Lien Term Obligations are fundamentally different from the First Lien ABL Obligations and must(ii) the ABL Obligations are fundamentally different from the Term Obligations and, subject to applicable lawin each case, must be separately classified in any plan Plan of reorganization Reorganization proposed or adopted confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien ABL Claimholders and the Second Lien Term Claimholders in respect of the Collateral (including constitute claims of the Shared Collateral) constitute only one secured claim same class (rather than at least two separate classes of senior and junior secured claimsclaims with the relative Lien priorities described in Section 2.1), then each the ABL Collateral Agent, for itself and on behalf of the parties hereto other ABL Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions from the Collateral shall be made as if there such claims were of two separate classes of junior and senior and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that (x) the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersTerm Claimholders thereon), the First Lien ABL Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to Interest that is available from the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation ProceedingABL Priority Collateral, before any distribution is made in respect of the claims held by the Second Lien Claimholders Term Obligations with respect to the Collateral (including the Shared ABL Priority Collateral), with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Term Collateral Agent, for itself and on behalf of the First Lien other Term Claimholders, agreeing to turn over to the ABL Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Agent amounts otherwise received or receivable by any of them with respect to the ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the ABL Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the ABL Obligations with respect to the Term Priority Collateral, with the ABL Collateral Agent, for itself and on behalf of the other ABL Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of aggregate recoveries on the Second Lien ClaimholdersABL Obligations).

Separate Grants of Security and Separate Classification. Each Second Lien The Term Loan Collateral Agent, for itself and on behalf of its Related Second Lien the Term Loan Claimholders, and each First Lien the Revolving Credit Collateral Agent, Agent for itself and on behalf of its Related First Lien the Revolving Credit Claimholders, acknowledges acknowledge and agrees agree that: (a) : the grants of Liens pursuant to the First Lien Revolving Credit Collateral Documents and the Second Lien Term Loan Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, two constitute separate and distinct grants of Liens; and (b) , and because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Term Loan Obligations are fundamentally different from the First Lien Revolving Credit Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentenceSection 6.8, if it is held that the claims of the First Lien Term Loan Claimholders and the Second Lien Revolving Credit Claimholders in respect of the Term Loan 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Term Loan Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Term Loan Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Revolving Credit Claimholders), the First Lien Term Loan Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to the First Lien Documents Term Loan Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Revolving Credit Claimholders, with each Second Lien the Revolving Credit Collateral Agent, for itself and on behalf of its Related Second Lien the Revolving Credit Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Term Loan Collateral Agent, for itself and on behalf of the First Lien Term Loan Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Revolving Credit Claimholders). To further effectuate the intent of the parties as provided in Section 6.8, if it is held that the claims of the Term Loan Claimholders and the Revolving Credit Claimholders in respect of the Revolving Credit Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Revolving Credit Collateral (with the effect being that, to the extent that the aggregate value of the Revolving Credit Collateral is sufficient (for this purpose ignoring all claims held by the Term Loan Claimholders), the Revolving Credit Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Revolving Credit Agreement, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held by the Term Loan Claimholders, with the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, hereby acknowledging and agreeing to turn over to the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Term Loan Claimholders).

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien Claimholders, and each the First Lien Collateral Agent, Agent for itself and on behalf of its Related the First Lien Claimholders, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the 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, including any additional interest payable pursuant to the First Lien Documents Credit Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each the Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentencesentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the claim or the recovery of the Second Lien Claimholders).

Separate Grants of Security and Separate Classification. Each Second Lien The Revolving Collateral Agent, for itself and on behalf of its Related Second Lien the other Revolving Claimholders, and each First Lien the Term Collateral Agent, for itself and on behalf of its Related First Lien the other Term Claimholders, acknowledges and agrees that: that (a) the respective grants of Liens pursuant to the First Lien Revolving Collateral Documents and the Second Lien Term Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (b) because of, among other things, their differing rights in the Collateral Collateral, (including i) the Shared Collateral), the Second Lien Term Obligations are fundamentally different from the First Lien Revolving Obligations and must(ii) the Revolving Obligations are fundamentally different from the Term Obligations and, subject to applicable lawin each case, must be separately classified in any plan Plan of reorganization Reorganization proposed or adopted confirmed (or approved) in an any Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Revolving Claimholders and the Second Lien Term Claimholders in respect of the Collateral (including constitute claims of the Shared Collateral) constitute only one secured claim same class (rather than at least two separate classes of senior secured claims with the relative Lien priorities described in Section 2.1) then the Revolving Collateral Agent, for itself and junior secured claims), then each on behalf of the parties hereto other Revolving Claimholders, and the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions from the Collateral shall be made as if there such claims were of two separate classes of junior and senior and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that (x) the aggregate value of the Revolving Priority Collateral is sufficient (for this purpose ignoring all claims or Liens held by the Second Lien ClaimholdersTerm Claimholders thereon), the First Lien Revolving Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to Interest that is available from the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation ProceedingRevolving Priority Collateral, before any distribution is made in respect of the claims held by the Second Lien Claimholders Term Obligations with respect to the Collateral (including the Shared Revolving Priority Collateral), with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Term Collateral Agent, for itself and on behalf of the First Lien other Term Claimholders, agreeing to turn over to the Revolving Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Agent amounts otherwise received or receivable by any of them with respect to the Revolving Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries on the Term Obligations, and (y) the aggregate value of the Term Priority Collateral is sufficient (for this purpose ignoring all claims or Liens held by the Revolving Claimholders thereon), the Term Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from the Term Priority Collateral, before any distribution is made in respect of the Revolving Obligations with respect to the Term Priority Collateral, with the Revolving Collateral Agent, for itself and on behalf of the other Revolving Claimholders, agreeing to turn over to the Term Collateral Agent amounts otherwise received or receivable with respect to such Term Priority Collateral by any of them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of aggregate recoveries on the Second Lien ClaimholdersRevolving Obligations).

Separate Grants of Security and Separate Classification. Each Second Lien Junior Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Senior Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Senior Collateral Documents and the Second Lien Junior Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Junior Obligations are fundamentally different from the First Lien Senior Obligations and must, subject to applicable law, be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Senior Claimholders and the Second Lien Junior Claimholders in respect of the any 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of the such Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral in which a Senior Claimholder has a Senior Lien is sufficient (for this purpose ignoring all claims held by the Second Lien Junior Claimholders), the First Lien Senior Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to the First Lien Senior Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Second Lien Junior Claimholders with respect to the Collateral (including the Shared such Collateral), with each Second Lien Junior Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Senior Collateral Agent, for itself and on behalf of the First Lien Senior Claimholders, such Collateral (including the Shared Collateral) or proceeds of such Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the such Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Junior Claimholders.

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien Claimholders, and each the First Lien Collateral Agent, Agent for itself and on behalf of its Related the First Lien Claimholders, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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 First Lien Collateral Agent and the Second Lien Collateral Agent hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions of Collateral or proceeds of Collateral shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien Documents Credit Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution of Collateral or proceeds of Collateral is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Claimholders, with each the Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or and proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders).

Separate Grants of Security and Separate Classification. Each of the Second Lien Priority Indenture Trustee and the Second Priority Collateral AgentTrustee, each for itself and on behalf of its Related the other Second Lien Priority Claimholders, and each of the First Lien Priority Indenture Trustee and the First Priority Collateral AgentTrustee, each for itself and on behalf of its Related the other First Lien Priority Claimholders, acknowledges and agrees that: that (a) the grants of Liens pursuant to the First Lien Collateral Priority Security Documents and the Second Lien Collateral Priority Security Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and and (b) because of, among other things, their differing rights rights, privileges, powers and remedies in the Collateral (including the Shared Collateral), the Second Lien Priority Obligations are fundamentally different from the First Lien Priority Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Priority Claimholders and the Second Lien Priority Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, that all distributions in respect of Collateral in any Insolvency or Liquidation Proceeding shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Priority Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interest, petition interest (including any additional interest payable pursuant to the First Lien Documents Priority Documents, arising from or related to a defaultDefault, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding), subject to the other applicable provisions of this Agreement, before any distribution is made in respect of the claims held by the Second Lien Priority Claimholders with respect to the Collateral (including the Shared Collateral), with each of the Second Lien Priority Indenture Trustee and the other Second Priority Collateral AgentTrustee, each for itself and on behalf of its Related the other Second Lien Priority Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Priority Collateral AgentTrustee, for itself and on behalf of the First Lien Priority Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them in respect of Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Priority Claimholders).

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien Claimholders, and each the First Lien Collateral Agent, Agent for itself and on behalf of its Related the First Lien Claimholders, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien Documents Credit Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Claimholders, with each the Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders).

Separate Grants of Security and Separate Classification. Each of the Credit Parties, the First Lien Lenders and the Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Lenders acknowledges and agrees that: that (ai) the grants of Liens pursuant to the First Lien Collateral Debt Documents and the Second Lien Collateral Debt Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (bii) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations Debt are fundamentally different from the First Lien Obligations Debt and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders Lenders and the Second Lien Claimholders Lenders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders Lenders shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien Documents arising from or related to a defaultfees, regardless costs, premium, optional and other charges, irrespective of whether any a claim for such claim amounts is allowed or allowable in any Insolvency or Liquidation such Proceeding, before any distribution from, or in respect of, any Collateral is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared CollateralLenders), with each the Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, Lenders hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Lenders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien ClaimholdersLenders.

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each The First Lien Collateral Agent, for itself and on behalf of its Related the First Lien Claimholders, and the Collateral Trustee, for itself and on behalf of the Second Lien Claimholder, acknowledges and agrees that: that (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, two constitute separate and distinct grants of Liens; and , and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization or liquidation under the Bankruptcy Code (or other plan of similar effect under any Bankruptcy Law) proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the Collateral (including the Shared Collateral) constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each the First Lien Collateral Agent, on behalf of the parties hereto First Lien Claimholders, and the Collateral Trustee, on behalf of the Second Lien Claimholders, each hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of Company and the Collateral (including the Shared Collateral) (other Grantors, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Collateral Trustee on behalf of the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interest, including any additional petition interest payable pursuant to that is available from the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceeding, Collateral before any distribution is made in respect of the claims held by the Second Lien Claimholders from such Collateral, with respect to the Collateral (including the Shared Collateral)Trustee, with each Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf the benefit of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery aggregate recoveries of the Second Lien Claimholders.

Separate Grants of Security and Separate Classification. Each Second The First Lien Collateral Agent, for itself and on behalf of its Related the First Lien Creditors, and the Second Lien Claimholders, and each First Lien Collateral AgentAgents, for itself their own behalf and on behalf of its Related First the Second Lien ClaimholdersCreditors, acknowledges acknowledge and agrees that: (a) intend that the grants of Liens pursuant to the First Second Lien Collateral Documents and the Second First Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) , and because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second First Lien Obligations are fundamentally different from the First Second Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders Creditors and the Second Lien Claimholders Creditors in respect of the Collateral (including constitute claims in the Shared Collateral) constitute only one secured claim 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, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of senior First Lien Obligations and junior secured claims Second Lien Obligations against the Obligors in respect of the Collateral (including the Shared Collateral) (Credit Parties with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders)is, the First Lien Claimholders Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to fees or expenses that is available from the Collateral for the First Lien Documents arising from or related to a defaultCreditors, regardless of whether any with such claim is allowed or allowable in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the other Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, Creditors hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Creditors amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholdersaggregate recoveries.

Separate Grants of Security and Separate Classification. Each Second The Third Lien Representative and the Third Lien Collateral Agent, for itself and on behalf of its Related Second each other Third Lien ClaimholdersClaimholder represented by it, and each First Lien Senior Representative and each Senior Collateral Agent, for itself and on behalf of its Related First Lien Claimholderseach other Senior Claimholder represented by it, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Senior Collateral Documents and the Second Third Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, two constitute separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Third Lien Obligations are fundamentally different from the First Lien Senior Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. In any Insolvency or Liquidation Proceeding, the Third Lien Claimholders will not make any assertion to the contrary or object to the assertion that the claims and interests of the Senior Claimholders under the Senior Loan Documents are substantially different from the claims of the Third Lien Claimholders under the Third Lien Loan Documents. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Senior Claimholders and the Second Third Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Third Lien Claimholders), the First Lien Senior Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, Interest (including any additional interest payable pursuant to the First Lien Documents Senior Loan Documents, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Third Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each Second the Third Lien Representative and the Third Lien Collateral Agent, for itself and on behalf of its Related Second each other Third Lien ClaimholdersClaimholder represented by it, hereby acknowledging and agreeing to turn over to the Directing First Lien Designated Senior Collateral Agent, for itself and on behalf of the First Lien Claimholderseach other Senior Claimholder, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Third Lien Claimholders).

Separate Grants of Security and Separate Classification. Each The Second Priority Agent, for itself and on behalf of the Second Lien Claimholders, the Collateral Agent, for itself and on behalf of its Related Second Lien the Indenture Claimholders, and each First Lien Collateral the Super Priority Agent, for itself and on behalf of its Related First Lien the Super Priority Claimholders, acknowledges acknowledge and agrees agree that: : (a) the grants of Liens pursuant to the First Lien Super Priority Collateral Documents, the Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, two constitute three separate and distinct grants of Liens; and and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations, the Indenture Obligations and the Super Priority Obligations are fundamentally different from the First Lien Obligations each other and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that (i) the claims of any two or three of the class of Super Priority Claimholders, the class of Indenture Claimholders and the class of Second Lien Claimholders in respect of the Collateral constitute only one secured claim (rather than separate classes of senior, junior and subordinated secured claims), then each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior, junior and subordinated secured claims against the Grantors in respect of the Collateral, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose (x) ignoring all claims held by the Indenture Claimholders and the Second Lien Claimholders, with respect to payments to the Super Priority Claimholders and (y) ignoring all claims held by the Second Lien Claimholders with respect to payments to the Indenture Claimholders), (A) the Super Priority Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, including any additional interest payable pursuant to the Revolving Credit Agreement, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Indenture Claimholders or the Second Lien Claimholders with respect to the Collateral, and (B) after such payments to the Super Priority Claimholders, the Indenture Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, including any additional interest payable pursuant to the Indenture, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral, with each of the Collateral Agent, for itself and on behalf of the Indenture Claimholders, and the Second Priority Agent, for itself and on behalf of the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Super Priority Agent, for itself and on behalf of the Super 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), even if such turnover has the effect of reducing the claim or recovery of the Indenture Claimholders or the Second Lien Claimholders, as applicable; or (ii) after the Discharge of Super Priority Obligations, the claims of the First Lien Indenture Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Indenture Claimholders shall be entitled to receive, in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien Documents Indenture, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each the Second Lien Collateral Priority Agent, for itself and on behalf of its Related the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Indenture Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentencesentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders.

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Secured Party acknowledges and agrees that: that (ai) the grants of Liens pursuant to the First Lien Collateral Senior Security Documents and the Second Lien Collateral Subordinated Security Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (bii) because of, among other things, their differing rights in the Senior Collateral (including and the Shared TDI Collateral), respectively, the Second Lien Senior Obligations and the Subordinated Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders Senior Creditors and the Second Lien Claimholders Subordinated Creditors in respect of the Senior Collateral (including and the Shared 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, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Loan Parties in respect of the TDI Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the TDI Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersSubordinated Creditors), the First Lien Claimholders Senior Creditors shall be entitled to receivereceive from the TDI Collateral, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant Interest up to the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceeding, Senior TDI Collateral Limit before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Subordinated Creditors, with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, the Subordinated Creditors hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Senior Creditors amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien ClaimholdersSubordinated Creditors).

Separate Grants of Security and Separate Classification. Each Second The Junior Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, itself and each other Junior Lien Claimholder, the First Lien Collateral Agent, for itself and Agent on behalf of its Related itself and each other First Lien ClaimholdersClaimholder and the Second Lien Collateral Agent on behalf of itself and each other Second Lien Claimholder, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Documents, Second Lien Collateral Documents constitute, and, in and the case of the Shared Junior Lien Collateral Documents, are intended to constitute, two Documents each constitute separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the First Lien Obligations, Second Lien Obligations and Junior Lien Obligations are each fundamentally different from the First Lien Obligations each other and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Senior Lien Claimholders and the Second Junior Lien Claimholders in respect of the Collateral (including the Shared Collateral) constitute only one secured claim (rather than separate classes of senior first lien secured, second lien secured and junior third lien secured claims), then each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Junior Lien Claimholders), the First Senior Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-pre- petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, Interest (including any additional interest payable pursuant to the First Senior Lien Loan Documents arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Junior Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each Second the Junior Lien Collateral Agent, for itself and on behalf of its Related Second itself and each other Junior Lien ClaimholdersClaimholder, hereby acknowledging and agreeing to turn over to the Directing First Senior Lien Collateral Agent, for itself and on behalf of the First itself and each other Senior Lien ClaimholdersClaimholder, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Junior Lien Claimholders).

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien Claimholders, and each the First Lien Collateral Agent, Agent for itself and on behalf of its Related the First Lien Claimholders, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Security Documents and the Second Lien Collateral Security Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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 (and by the acceptance of the benefits hereof, each of the First Lien Claimholders and Second Lien Claimholders acknowledges and agrees) that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to the First Lien Documents Credit Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each the Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders).

Separate Grants of Security and Separate Classification. Each Second Lien Collateral The Agent, for itself and on behalf of its Related Second Lien Claimholderseach ABL Secured Party, and each First Lien Collateral Agentthe Term Note Purchaser, for itself acknowledge, agree and on behalf of its Related First Lien Claimholders, acknowledges and agrees that: intend that that (a) the respective grants of Liens pursuant to the First Lien Collateral ABL Security Documents and the Second Lien Collateral Term Debt Security Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are Term Debt is fundamentally different from the First Lien Obligations and mustABL Debt and, subject to applicable law, 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 a Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders ABL Lenders and the Second Lien Claimholders Term Note Purchaser in respect of the Collateral (including constitute claims in the Shared Collateral) constitute only one secured claim 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, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were two separate classes of senior ABL Debt claims, on the one hand, and junior secured claims against Term Debt claims, on the Obligors in respect of the Collateral (including the Shared Collateral) other (with the effect being that, (i) to the extent that the aggregate value of the ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersTerm Note Purchaser thereon), the First Lien Claimholders ABL Lenders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to the First Lien Documents arising Interest that is available from or related to a default, regardless each pool of whether any such claim is allowed or allowable in any Insolvency or Liquidation ProceedingABL Priority Collateral, before any distribution is made in respect of the claims held by the Second Lien Claimholders Term Debt with respect to the Collateral (including the Shared such ABL Priority Collateral), with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, the Term Note Purchaser hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Agent amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery aggregate recoveries of the Second Lien ClaimholdersTerm 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 of the Grantors, the First Lien Claimholders and the Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Claimholders acknowledges and agrees that: that (ai) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (bii) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien Documents arising from or related to a defaultfees, regardless costs and other charges, irrespective of whether any a claim for such claim amounts is allowed or allowable in any such Insolvency or Liquidation Proceeding, until the occurrence of the Discharge of First Lien Obligations, before any distribution from, or in respect of, any Collateral is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared CollateralClaimholders), with each the Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, Claimholders hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders.

Separate Grants of Security and Separate Classification. Each Second Lien Fixed Asset Collateral Agent, for itself and on behalf of its Related Second Lien Claimholderseach other Fixed Asset Claimholder represented by it, and each First Lien ABL Collateral Agent, for itself and on behalf of its Related First Lien Claimholderseach other ABL Claimholder represented by it, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien ABL Collateral Documents and the Second Lien Fixed Asset Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, two constitute separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Fixed Asset Obligations are fundamentally different from the First Lien ABL Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien ABL Claimholders and the Second Lien Fixed Asset Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Prior Lien Collateral is sufficient (for this purpose ignoring all claims held by the Second Subordinated Lien Claimholders), the First Prior Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to the First Prior Lien Documents Loan Documents, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Subordinated Lien Claimholders with respect to the Collateral (including the Shared Prior Lien Collateral), with each Second Subordinated Lien Collateral Agent, for itself and on behalf of its Related Second each other Subordinated Lien ClaimholdersClaimholder, hereby acknowledging and agreeing to turn over to the Directing First Designated Prior Lien Collateral Agent, for itself and on behalf of the First each other Prior Lien ClaimholdersClaimholder, Collateral (including the Shared Collateral) or proceeds of Prior Lien Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Subordinated Lien Claimholders). Nothing in this Section shall limit the rights of the Company or its Subsidiaries as debtors in any Insolvency or Liquidation Proceeding.

Separate Grants of Security and Separate Classification. Each Second Lien Collateral The ABL Agent, for itself and on behalf of its Related Second Lien the ABL Claimholders, and each First Lien Collateral Agent, for itself and Term Agent on behalf of its Related First Lien the applicable Term Claimholders, acknowledges acknowledge and agrees intend that: (a) : the respective grants of Liens pursuant to the First Lien Collateral ABL Security Documents and the Second Lien Collateral Term Loan Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) , and because of, among other things, their differing rights in the Collateral (including Collateral, such that the Shared Collateral), Term Obligations and the Second Lien ABL Obligations are fundamentally different from the First Lien Obligations and mustand, subject to applicable lawin each case, must be separately classified in any plan Plan of reorganization Reorganization proposed or adopted confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Term Claimholders and the Second Lien Claimholders ABL Claimholders, in each case, in respect of the Collateral (including constitute claims in the Shared Collateral) constitute only one secured claim 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 Claimholders and the Term Claimholders hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were two separate classes of senior ABL Obligations and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) Term Obligations (with the effect being that, to the extent that the aggregate value of the their Prior Lien Collateral is sufficient (for this purpose ignoring all claims held by the Second Subordinated Lien ClaimholdersClaimholders thereon), the First Prior Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First fees or expenses that is available from their Prior Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation ProceedingCollateral, before any distribution is made in respect of the claims held by the Second Subordinated Lien Claimholders Obligations with respect to the Collateral (including the Shared such Collateral), with each Second Subordinated Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, hereby Claimholder acknowledging and agreeing to turn over to the Directing First Prior Lien Agent with respect to such Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery aggregate recoveries of the Second Subordinated Lien ClaimholdersObligations.

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral AgentAgents, for itself and each on behalf of its Related itself and each other applicable Second Lien ClaimholdersClaimholder, and each the First Lien Collateral Agent, for itself and Agent on behalf of its Related itself and each other First Lien ClaimholdersClaimholder, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, Interest (including any additional interest payable pursuant to the First Lien Loan Documents arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each the Second Lien Collateral AgentAgents, for itself and each on behalf of its Related itself and each other applicable Second Lien ClaimholdersClaimholder, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the itself and each other First Lien ClaimholdersClaimholder, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders).

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien Claimholders, and each the First Lien Collateral Agent, Agent for itself and on behalf of its Related the First Lien Claimholders, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the 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, including any additional interest payable pursuant to the First Lien Documents Credit Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each the Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentencesentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders).

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself and on behalf Section 6.9 of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf the Intercreditor Agreement is hereby amended by (i) inserting the following immediately prior to the semicolon at the end of its Related First Lien Claimholders, acknowledges and agrees that: clause (a) in the grants of Liens pursuant first paragraph thereof “ and the priority and rights to receive payment under the First Lien Collateral Loan Documents and the Second Lien Collateral Loan Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants rights and priorities of Lienspayment”; and (ii) inserting the following phrase immediately after the word “Collateral” in clause (b) because of, among other things, their differing rights in the Collateral first paragraph thereof “and the differing priorities and rights of payment” and (including iii) deleting the Shared Collateral), second paragraph thereof in its entirety and substituting in lieu there of the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. following new paragraph: “To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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 First Lien Collateral Agent and the Second Lien Collateral Agent hereby acknowledges and agrees that, subject to Sections 2.1 2.1, 4.1 and 4.18, all payments and other distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) Grantors (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interest, petition interest (including any additional interest payable pursuant to the First Lien Documents Credit Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any payment or other distribution of any kind is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Claimholders, with each the Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including any such payments or other distributions, even if such turnover has the Shared Collateral) effect of reducing the claim or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect recovery of the Collateral, Second Lien Claimholders otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders).”

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself and on behalf In the event of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, acknowledges and agrees thatany Insolvency Proceeding involving one or more Obligors: (a) All net proceeds of Collateral shall be applied to reduce permanently the First Lien Obligations until all First Lien Obligations are Paid in Full before any Distribution (other than (i) Reorganization Securities, (ii) Distributions, to the extent constituting Distributions paid to unsecured creditors (other than First Lien Creditors) with the consent of the First Lien Creditors which the Second Lien Creditors receive or are entitled to receive as unsecured creditors, (iii) proceeds of causes of action, other than against First Lien Creditors, arising solely under Sections 510, 544, 545, 547, 548, 549, 550, 552(b) and 553 of the Bankruptcy Code or (iv) Distributions, to the extent constituting Distributions paid to general unsecured creditors pursuant to a Chapter 11 plan confirmed under Section 1129 of the Bankruptcy Code except to the extent Second Lien Creditors are general unsecured creditors as a result of actions purposefully taken, or purposefully omitted to be taken by the Second Lien Creditors, immediately prior to the commencement of, or during, the Insolvency Proceeding (the items described in the foregoing clauses (ii), (iii) and (iv) are referred to as “Permitted Unsecured Distributions”)), whether in cash, securities or other property, shall be made to one or more Second Lien Creditors on account of any Second Lien Obligations. (b) To the extent the net proceeds of Collateral are to be applied in a manner other than as set forth above, the Second Lien Creditors may file an objection as to the application of such proceeds (but may not object to any sale of Collateral) so long as such objection is filed prior to the application of such proceeds. (c) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Second Lien Obligations (other than Reorganization Securities and Permitted Unsecured Distributions) shall be paid or delivered directly to the Applicable First Lien Agent (to be held and/or applied by the Applicable First Lien Agent in accordance with the terms of this Agreement) until all First Lien Obligations are Paid In Full. Each Second Lien Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions (other than Reorganization Securities and Permitted Unsecured Distributions) to the Applicable First Lien Agent. The Second Lien Creditors hereby irrevocably authorize and empower the Applicable First Lien Agent, in the name of Second Lien Creditors, to demand, ▇▇▇ for, collect and receive any and all such Distributions (other than Reorganization Securities or Permitted Unsecured Distributions) in the event that the Second Lien Creditors fail to take any action required or requested hereunder to collect any such Distribution in a timely manner such that the First Lien Creditors reasonably believe that the ability to obtain or recover any such Distributions is jeopardized or impaired, or where such delay or inaction could reasonably be expected to materially prejudice, impair or otherwise materially adversely impact the interests of the First Lien Creditors in the Collateral or in any such Distributions (but not to vote any claims of such Second Lien Creditor in an Insolvency Proceeding). (d) Each of the Borrower and the other Obligors; the Applicable First Lien Agent and all other First Lien Creditors; and the Applicable Second Lien Agent and all other Second Lien Creditors acknowledges and agrees that (i) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (bii) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted confirmed in an Insolvency or Liquidation Proceeding. In addition, the parties hereto agree that regardless of whether any claim for post-petition interest, fees, costs, charges or expenses (as set forth in Section 5.8 hereto) may not be allowed or allowable in such Insolvency Proceeding, and without limiting the generality of the other provisions of this Agreement, this Agreement expressly is intended to include and does include the “rule of explicitness” in that this Agreement expressly entitles each First Lien Creditor, and is intended to provide the Applicable First Lien Agent with the right to receive, in respect of their First Lien Obligations, payment from the Collateral of all claims for post-petition interest, fees, costs, charges or expenses (as set forth in Section 5.8 hereto) through distributions made therefrom pursuant to the provisions of this Agreement even though any such post-petition claim (as set forth in Section 5.8 hereto) are not allowed or allowable against the bankruptcy estate of the Borrower or any other Obligor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code or any other bankruptcy law. To further effectuate the intent of the parties as provided in the immediately preceding sentencesentences, if it is held that the claims of the First Lien Claimholders Creditors and the Second Lien Claimholders Creditors in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders Creditors shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition prepetition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postany claims for post-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien Documents arising from fees, costs, charges or related to a defaultexpenses (as set forth in Section 5.8 hereto), regardless irrespective of whether any such claim for such amounts is allowed or allowable in any such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any Collateral is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Creditors, with each the Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, Creditors hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Creditors amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien ClaimholdersCreditors. (e) Each Secured Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of any or all of the First Lien Obligations or Second Lien Obligations or any Liens and security interests securing the First Lien Obligations or Second Lien Obligations.

Separate Grants of Security and Separate Classification. Each Second Lien The Revolving Agent, on behalf of the Revolving Claimholders, and the Notes Collateral Agent, for itself and on behalf of its Related Second Lien the Notes Claimholders, acknowledge and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, acknowledges and agrees intend that: (a) : the respective grants of Liens pursuant to the First Lien Revolving Collateral Documents and the Second Lien Notes Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) , and because of, among other things, their differing rights in the Collateral (including i) the Shared Collateral), the Second Lien Notes Obligations are fundamentally different from the First Lien Revolving Obligations and mustand, subject to applicable law(ii) the Revolving Obligations are fundamentally different from the Notes Obligations and, in each case, must be separately classified in any plan of reorganization proposed or adopted confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Revolving Claimholders and the Second Lien Notes Claimholders in respect of the Collateral (including constitute claims in the Shared Collateral) constitute only one secured claim 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 Revolving Claimholders and the Notes Claimholders hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were two separate classes of senior Revolving Obligations and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) Notes Obligations (with the effect being that, to the extent that (i) the aggregate value of the Revolving Claimholders’ Revolving Priority Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersNotes Claimholders thereon), the First Lien Revolving Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien Documents arising fees or expenses that is available from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceedingtheir Revolving Priority Collateral, before any distribution is made in respect of the claims held by the Second Lien Claimholders Notes Obligations with respect to the Collateral (including the Shared such Collateral), with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, hereby Notes Claimholder acknowledging and agreeing to turn over to the Directing First Lien Revolving Agent with respect to such Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery aggregate recoveries of the Second Lien Notes Obligations and (ii) the aggregate value of the Notes Claimholders’ Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Claimholders thereon), the Notes Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from their Notes Priority Collateral, before any distribution is made in respect of the Revolving Obligations with respect to such Collateral, with each Revolving Claimholder acknowledging and agreeing to turn over to the Notes Collateral Agent with respect to such Collateral amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the Revolving Obligations).

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral AgentSecured Party, for itself and on behalf of its Related the Second Lien Claimholders, and each the First Lien Collateral AgentSecured Party, for itself and on behalf of its Related the First Lien Claimholders, acknowledges acknowledge and agrees agree that: (a) the grants of Liens pursuant to the First Lien Collateral Security Documents and the Second Lien Collateral Security Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, (x) subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient exceeds the First Lien Obligations (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of Acquisition Cost, Purchase Price, principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition InterestCharges, including any additional interest payable pursuant to the First Lien Documents Credit Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each Second Lien Collateral AgentSecured Party, for itself and on behalf of its Related the Second Lien Claimholders, hereby acknowledging and agreeing to (y) the Second Lien Agent and the Second Lien Claimholders shall turn over to the Directing First Lien Collateral AgentSecured Party, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders).

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Revolving Credit Agent, for itself and on behalf of its Related Second Lien itself and the other Revolving Credit Claimholders, and each First Lien Collateral Term Loan Agent, for itself and on behalf of its Related First Lien itself and the other Term Loan Claimholders, hereby acknowledges and agrees that: that (a) the grants of Liens pursuant to the First Lien Collateral Revolving Credit Security Documents and the Second Lien Collateral Term Loan Security Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Term Loan Obligations are fundamentally different from the First Lien Revolving Credit Obligations and must, subject to applicable law, should be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Revolving Credit Claimholders and the Second Lien Term Loan Claimholders in respect of the Collateral (including constitute claims in the Shared Collateral) constitute only one secured claim same class (rather than separate classes of senior and junior secured claims), then each Revolving Credit Agent, on behalf of itself and the parties hereto other Revolving Credit Claimholders, and each Term Loan Agent, on behalf of itself and the other Term Loan Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, that all distributions shall be made as if there were separate classes of senior Revolving Credit Obligation claims and junior secured Term Loan Obligation claims against the Obligors in respect of the Collateral (including the Shared Collateral) Grantors (with the effect being that, (i) to the extent that the aggregate value of the Revolving Credit Priority Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Term Loan Claimholders), the First Lien Revolving Credit Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to Interest that is available from the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation ProceedingRevolving Credit Priority Collateral, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect Term Loan Claimholders, and (ii) to the extent that the aggregate value of the Term Loan Priority Collateral is sufficient (including for this purpose ignoring all claims held by the Shared CollateralRevolving Credit Claimholders), with each Second Lien Collateral Agentthe Term Loan Claimholders shall be entitled to receive, for itself in addition to amounts distributed to them in respect of principal, pre-petition interest and on behalf other claims, all amounts owing in respect of its Related Second Lien Post-Petition Interest that is available from the Term Loan Priority Collateral, before any distribution is made in respect of the claims held by the Revolving Credit Claimholders, in each case, with the other Claimholders hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any respective other distribution (whether or not expressly characterized as such) in respect of the Collateral, Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholdersaggregate recoveries.

Separate Grants of Security and Separate Classification. Each Second Lien Representative and each Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholdersother Claimholder represented by it, acknowledges and agrees that: (a) the grants of Liens pursuant to the Initial First Lien Collateral Loan Documents, the Initial Second Lien Loan Documents, the BDK First Lien Loan Documents and the BDK Second Lien Collateral Loan Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, two constitute four separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including and the Shared BDK Collateral), the Initial First Lien Obligations, the Initial Second Lien Obligations, the BDK First Lien Obligations and the BDK Second Lien Obligations are fundamentally different from the First Lien Obligations one another and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, : (1) if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, Interest (including any additional interest payable pursuant to the First Lien Documents Loan Documents, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of its Related each other Second Lien ClaimholdersClaimholder represented by it, hereby acknowledging and agreeing to turn over to the Directing Designated First Lien Collateral Agent, for itself and on behalf of the each other First Lien ClaimholdersClaimholder, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders); and (2) if it is held that the claims of any of the Claimholders in respect of the BDK Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against Badcock in respect of the BDK Collateral (with the effect being that, to the extent that the aggregate value of the BDK Collateral is sufficient (for this purpose ignoring all claims held by the BDK Junior Lien Claimholders), the BDK Senior Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest (including any additional interest payable pursuant to the Loan Documents in respect of such BDK Senior Lien Claimholders, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held by the BDK Junior Lien Claimholders with respect to the BDK Collateral, with each BDK Junior Lien Representative and each BDK Junior Lien Collateral Agent, for itself and on behalf of each other BDK Junior Lien Claimholder represented by it, hereby acknowledging and agreeing to turn over to the BDK Senior Lien Collateral Agent, for itself and on behalf of each other BDK Senior Lien Claimholder, BDK Collateral or proceeds of BDK Collateral otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the BDK Junior Lien Claimholders).

Separate Grants of Security and Separate Classification. Each Second Lien Collateral AgentThe Trustee, for itself and on behalf of its Related Second Lien Claimholdersthe Noteholders, and each First Lien Collateral Agent, the Administrative Agent for itself and on behalf of its Related the First Lien ClaimholdersPriority Lenders, acknowledges acknowledge and agrees agree that: (a) the grants of Liens pursuant to the First Lien Priority Collateral Documents and the Second Lien Noteholder Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Common Collateral), the Second Lien Obligations Noteholder Claims are fundamentally different from the First Lien Obligations Priority Claims and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that that, contrary to the intention of the parties, the claims of the First Lien Claimholders Priority Lenders and the Second Lien Claimholders Noteholders in respect of the Common 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of the Common Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersNoteholders), the First Lien Claimholders Priority Lenders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien Documents Credit Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Noteholders, with each Second Lien Collateral Agentthe Trustee, for itself and on behalf of its Related Second Lien Claimholdersthe Noteholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Administrative Agent, for itself and on behalf of the First Lien ClaimholdersNoteholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them in respect of the Common Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien ClaimholdersNoteholders.

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien ClaimholdersNoteholders, and each the First Lien Collateral Agent, for itself Holder acknowledge and on behalf of its Related First Lien Claimholders, acknowledges and agrees that: agree that (ai) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (bii) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders Holder and the Second Lien Claimholders Noteholders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersNoteholders), the First Lien Claimholders Holder shall be entitled to receive, in addition to amounts distributed to them it in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to the First Lien Documents Note, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders Noteholders with respect to the Collateral (including the Shared Collateral), with each the Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien ClaimholdersNoteholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Holder Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds Proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien ClaimholdersNoteholders.

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral Notes Agent, for itself and on behalf of its Related itself and each other Second Lien ClaimholdersClaimholder, and each the First Lien Collateral Agent, for itself and Agent on behalf of its Related itself and each other First Lien ClaimholdersClaimholder, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization or scheme of arrangement (including in any examinership) proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, Interest (including any additional interest payable pursuant to the First Lien Loan Documents arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each the Second Lien Collateral Notes Agent, for itself and on behalf of its Related itself and each other Second Lien ClaimholdersClaimholder, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the itself and each other First Lien ClaimholdersClaimholder, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders).

Separate Grants of Security and Separate Classification. Each Second Lien The Subordinated Collateral AgentTrustee, for itself and on behalf of its Related Second each Subordinated Lien ClaimholdersClaimholder, and each the First Lien Collateral Agent, Agent for itself and on behalf of its Related each First Lien ClaimholdersClaimholder, acknowledges acknowledge and agrees agree that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and Documents, the Second Subordinated Lien Collateral Documents constitute, and, in and any Secured Debt Documents which grant a Third Lien on the case of the Shared Collateral Documents, are intended to constitute, two constitute three separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Subordinated Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Subordinated Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Subordinated Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Post Petition Interest, including any additional interest payable pursuant to the First Lien Documents Credit Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second any Subordinated Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each Second Lien the Subordinated Collateral AgentTrustee, for itself and on behalf of its Related Second the Subordinated Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Subordinated Lien Claimholders).

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself It is acknowledged and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, acknowledges and agrees agreed that: (a) the grants Credit Agreement Obligations of Liens pursuant to the Borrower and each Grantor, including in respect of Shared Collateral, constitute claims separate and apart (and of a different nature) from any other First Lien Collateral Documents Obligations of the Borrower and the Second Lien Collateral Documents constituteeach other Grantor, and, including in the case respect of the Shared Collateral Documents, are intended Collateral; (b) the grant of Liens to constitute, two 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 (bc) because of, among other things, their differing payment terms, their differing covenant rights, and their differing rights in the Shared Collateral (including vis-à-vis any Grantor and/or in directing the Shared exercise of any rights in and remedies against the Collateral), the Second Lien Credit Agreement Obligations are fundamentally different and distinct from (and substantially dissimilar, within the meaning of Section 1122 of the Bankruptcy Code, to) any and all other First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization reorganization, liquidation, arrangement, or composition (any “Plan of Reorganization”), proposed or adopted confirmed in an Insolvency or Liquidation ProceedingProceeding and the First Lien Obligations of any Series must be separately classified in any such plan from the First Lien Obligations of any other Series. To further effectuate the intent of the parties as provided in the immediately preceding sentence, and without limiting the generality of the other provisions of this Agreement, if it is held that the claims of against the First Lien Claimholders and the Second Lien Claimholders Borrower or any Grantor in respect of the Shared Collateral (including the Shared Collateral) constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each the Notes Collateral Agent and the Senior Secured Notes Trustee, on behalf of the parties hereto Senior Secured Notes Secured Parties and each Additional Collateral Agent, on behalf of itself or any of its Related Secured Parties, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, that all distributions pursuant to Section 2.01(b) shall be made as if there were separate classes of senior and junior secured claims against the Obligors Borrower and the Grantors in respect of the Shared Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Shared Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersNotes Collateral Agent on behalf of the Senior Secured Notes Secured Parties and each Additional Collateral Agent, on behalf of itself or any of its Related Secured Parties), the First Lien Claimholders Credit Agreement Secured Parties shall be entitled to receivereceive from the proceeds or deemed proceeds of such Shared Collateral, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest at the relevant default rate and all reasonable fees, including any additional interest payable pursuant to costs, and changes provided for under the First Lien Credit Agreement and the Credit Agreement Collateral Documents arising from (even though such claims may or related to a default, regardless of whether any such claim is may not be allowed in whole or allowable in any part in the respective Insolvency or Liquidation Proceeding, ) before any distribution from the proceeds or deemed proceeds of such Shared Collateral is made in respect of the claims held by the Second Lien Claimholders with respect to the Notes Collateral (including the Shared Collateral), with each Second Lien Agent or any Additional Collateral Agent, for itself and as the case may be, with the Notes Collateral Agent, on behalf of the Senior Secured Notes Secured Parties and each Additional Collateral Agent, on behalf of itself or any of its Related Second Lien ClaimholdersSecured Parties, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, Credit Agreement Administrative Agent (for itself and on behalf distribution to the holders of the First Lien Claimholders, Collateral (including the Shared CollateralCredit Agreement Obligations) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, all amounts otherwise received or receivable by them from the proceeds or deemed proceeds of such Shared Collateral to the extent necessary needed to effectuate the intent of this sentence, sentence even if such turnover of amounts has the effect of reducing the amount of (or the distributions on) the claim or recovery of the Second Lien ClaimholdersSenior Secured Notes Secured Parties or the Additional Secured Parties, as the case may be).

Separate Grants of Security and Separate Classification. Each The First Lien Agent, on behalf of the First Lien Creditors, and the Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien Claimholders, acknowledge and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, acknowledges and agrees intend that: (a) : the respective grants of Liens pursuant to the First Lien Collateral Security Documents and the Second Lien Collateral Security Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) , and because of, among other things, their differing rights in the Collateral (including the Shared Collateral), i) the Second Lien Obligations are fundamentally different from the First Lien Obligations and mustand, subject to applicable law(ii) the First Lien Obligations are fundamentally different from the Second Lien Obligations and, in each case, must be separately classified in any plan of reorganization proposed or adopted confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders Creditors and the Second Lien Claimholders in respect of the Collateral (including constitute claims in the Shared Collateral) constitute only one secured claim 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 First Lien Creditors and the Second Lien Claimholders hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were two separate classes of senior First Lien Obligations and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) Second Lien Obligations (with the effect being that, to the extent that (i) the aggregate value of the First Lien Creditors’ First Lien Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersClaimholders thereon), the First Lien Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from their First Lien Collateral, before any distribution is made in respect of the Second Lien Obligations with respect to such Collateral, with each Second Lien Claimholder acknowledging and agreeing to turn over to the First Lien Agent with respect to such Collateral amounts otherwise received or receivable by them from Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the Second Lien Obligations and (ii) the aggregate value of the Second Lien Claimholders’ Second Lien Collateral is sufficient (for this purpose ignoring all claims held by the First Lien Creditors thereon), the Second Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from their Second Lien Collateral, before any distribution is made in respect of the First Lien Obligations with respect to such Collateral, with each First Lien Creditor acknowledging and agreeing to turn over to the Second Lien Collateral Agent with respect to such Collateral amounts received or receivable by them from Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the First Lien Obligations). If for any reason it is held that the claims of the First Lien Creditors and Second Lien Claimholders in respect of the Collateral constitute only one secured claim (or that would be owing if there were such rather than separate classes of senior and junior secured claims) ), then the First Lien Creditors shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of Postprincipal, pre-Petition Interestpetition interest and other claims, including any additional interest payable pursuant to the First Lien Documents arising from or related to a defaultall amounts owing in respect of post-petition interest, regardless fees, costs and other charges, irrespective of whether any a claim for such claim amounts is allowed or allowable in any such Insolvency or Liquidation Proceeding, until the occurrence of the Discharge of First Lien Obligations, before any distribution from, or in respect of, any Collateral is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Claimholders, with each the Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, Claimholders hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Creditors amounts otherwise received or receivable by them from Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders.

Separate Grants of Security and Separate Classification. Each Second of the First Lien Collateral Administrative Agent, for itself and on behalf of its Related the First Lien Secured Parties and the Second Lien Claimholders, and each First Lien Collateral Agent, for itself and Administrative Agent on behalf of its Related First the Second Lien ClaimholdersSecured Parties, acknowledges and agrees that: that (a) the grants of Liens pursuant to the First Lien Collateral Loan Documents and the Second Lien Collateral Loan Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of against the First Lien Claimholders Lenders and the Second Lien Claimholders Lenders in respect of the Collateral (including the Shared Collateral) constitute only one secured claim (rather than separate classes of first lien and second lien senior and junior secured claims), then each of the parties hereto Second Lien Lenders hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of first lien and second lien senior and junior secured claims against the Obligors Borrower and/or other Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, that (i) to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersLenders), the First Lien Claimholders Lenders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interest, including any additional petition interest payable pursuant to the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to Lenders and (ii) the Collateral (including the Shared Collateral), with each Second Lien Collateral Agent, for itself Lenders hereby acknowledge and on behalf of its Related Second Lien Claimholders, hereby acknowledging and agreeing agree to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Lenders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien ClaimholdersLenders.

Separate Grants of Security and Separate Classification. Each Second Lien The Collateral AgentTrustee, for itself and on behalf of its Related Second Lien Claimholderseach Secured Debt Representative and Secured Debt Claimholder, and each First the Priority Lien Collateral AgentRepresentative, for itself and on behalf of its Related First the Priority Lien Claimholders, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Priority Lien Collateral Documents and the Second Lien Collateral Secured Debt Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, two constitute separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Secured Debt Obligations are fundamentally different from the First Priority Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Priority Lien Claimholders and the Second Lien Secured Debt Claimholders in respect of the Collateral constitute (including the Shared Collateralin whole or in part) constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Secured Debt Claimholders), the First Priority Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Priority Lien Documents Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Secured Debt Claimholders with respect to the Collateral (including the Shared Collateral), with each Second Lien the Collateral AgentTrustee, for itself and on behalf of its Related Second Lien each of the Secured Debt Representatives and Secured Debt Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Priority Lien Collateral AgentRepresentative, for itself and on behalf of the First Priority Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Secured Debt Claimholders).

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Secured Party acknowledges and agrees that: that (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of against the First Lien Claimholders Secured Parties and the Second Lien Claimholders Secured Parties in respect of the 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 Second Lien Secured Parties hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors any Loan Party in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersSecured Parties), the First Lien Claimholders Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceeding, Interest before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Secured Parties, with each the Second Lien Collateral Agent, for itself Representative and on behalf of its Related the Second Lien Claimholders, Secured Parties hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien ClaimholdersSecured Parties).

Separate Grants of Security and Separate Classification. Each of the Grantors, the First Lien Claimholders and the Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Claimholders acknowledges and agrees that: that (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien Documents arising from or related to a defaultfees, regardless costs, premium and other charges, irrespective of whether any a claim for such claim amounts is allowed or allowable in any such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any Collateral is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Claimholders, with each the Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, Claimholders hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders.

Separate Grants of Security and Separate Classification. Each Second Lien Collateral The ABL Agent, for itself and on behalf of its Related Second Lien the ABL Claimholders, and each First Lien Collateral Agentthe Term Agents, for itself and on behalf of its Related First Lien the applicable Term Claimholders, acknowledges acknowledge and agrees intend that: (a) : the respective grants of Liens pursuant to the First Lien Collateral ABL Security Documents and the Second Lien Collateral Term Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) , and because of, among other things, their differing rights in the Collateral (including i) the Shared Collateral), the Second Lien Term Obligations are fundamentally different from the First Lien ABL Obligations and must(ii) the ABL Obligations are fundamentally different from the Term Obligations and, subject to applicable lawin each case, must be separately classified in any plan Plan of reorganization Reorganization proposed or adopted confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien ABL Claimholders and the Second Lien Claimholders Term Claimholders, in each case, in respect of the Collateral (including Collateral, constitute claims in the Shared Collateral) constitute only one secured claim same class (rather than at least two separate classes of senior secured claims with the priorities described in Section 2.1, it also being understood that the ABL Claimholders do not have a Lien on any Real Estate Asset and junior secured claimsthe Term Claimholders do not have a Lien on any Foreign Collateral)), then each of the parties hereto ABL Claimholders and the Term Claimholders hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of senior ABL Obligations and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) Term Obligations (with the effect being that, to the extent that the aggregate value of the their Prior Lien Collateral is sufficient (for this purpose ignoring all claims held by the Second Subordinated Lien ClaimholdersClaimholders thereon), the First Prior Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First fees or expenses that is available from their Prior Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation ProceedingCollateral, before any distribution is made in respect of the claims held by the Second Subordinated Lien Claimholders Obligations with respect to the Collateral (including the Shared such Prior Lien Collateral), with each Second Subordinated Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, hereby Claimholder acknowledging and agreeing to turn over to the Directing First Prior Lien Agent with respect to such Prior Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them from such Prior Lien Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery aggregate recoveries of the Second Subordinated Lien ClaimholdersObligations.

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien Claimholders, and each the First Lien Collateral Agent, Agent for itself and on behalf of its Related the First Lien Claimholders, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receivereceive (and the Second Lien Collateral Agent and the Second Lien Claimholders shall not object to such entitlement), in addition to amounts otherwise distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien Documents Credit Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each . The Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien Claimholders, hereby acknowledging acknowledges and agreeing agrees to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentencethe foregoing sentence (including with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders.

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 each other Second Lien ClaimholdersClaimholder represented by it, and each First Lien Representative and each First Lien Collateral Agent, for itself and on behalf of its Related each other First Lien ClaimholdersClaimholder represented by it, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, Interest (including any additional interest payable pursuant to the First Lien Documents Documents, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of its Related each other Second Lien ClaimholdersClaimholder represented by it, hereby acknowledging and agreeing to turn over to the Directing Designated First Lien Collateral Agent, for itself and on behalf of the each other First Lien ClaimholdersClaimholder, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders.

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral Administrative Agent, for itself and on behalf of its Related the Second Lien Claimholders, and each the First Lien Collateral Agent, Administrative Agent for itself and on behalf of its Related the First Lien Claimholders, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the Second Lien 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Second Lien Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Second Lien Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien Documents Credit Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Second Lien Collateral), with each the Second Lien Collateral Administrative Agent, for itself and on behalf of its Related the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Administrative Agent, for itself and on behalf of the First Lien Claimholders, Second Lien Collateral (including the Shared Collateral) or proceeds of Second Lien Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders).

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Secured Party acknowledges and agrees that: that (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders Secured Parties and the Second Lien Claimholders Secured Parties in respect of the 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 Second Lien Secured Parties hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Loan Parties in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersSecured Parties), the First Lien Claimholders Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceeding, Interest before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Secured Parties, with each the Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, Secured Parties hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien ClaimholdersSecured Parties).

Separate Grants of Security and Separate Classification. Each Second Lien Collateral The Note Agent, for itself and on behalf of its Related Second Lien the Note Claimholders, and each First Lien Collateral Agent, for itself and the Bank Agent on behalf of its Related First Lien the Bank Claimholders, acknowledges acknowledge and agrees intend that: (a) : the grants of Liens pursuant to the First Lien Collateral Bank Security Documents and the Second Lien Collateral Note Security Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) , and because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Note Obligations are fundamentally different from the First Lien Bank Obligations and must, subject to applicable law, must be separately classified in any plan Plan of reorganization Reorganization proposed or adopted confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Bank Claimholders and the Second Lien Note Claimholders in respect of the Collateral (including constitute claims in the Shared Collateral) constitute only one secured claim same class (rather than separate classes of senior and junior secured claims), then each of the parties hereto Bank Claimholders and the Note Claimholders hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of senior Bank Obligations and junior secured claims Note Obligations against the Obligors in respect of the Collateral (including the Shared Collateral) Grantors (with the effect being that, to the extent that the aggregate value of the Bank Priority Collateral or Note Priority Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholdersother Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the First Lien Bank Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to fees or expenses that is available from each pool of priority Collateral for each of the First Lien Documents arising from or related to a defaultBank Claimholders and the Note Claimholders, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceedingrespectively, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the other Secured Parties for whom such Collateral (including the Shared Collateral)is non-priority, with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, such other Secured Parties hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any respective other distribution (whether or not expressly characterized as such) in respect of the Collateral, Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholdersaggregate recoveries.

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Claimholder acknowledges and agrees that: that (ai) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (bii) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of against the First Lien Claimholders and the Second Lien Claimholders in respect of the 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 Second Lien Claimholders hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Borrower and the Guarantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interest, including any additional petition interest payable pursuant to the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Claimholders, with each the Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, Claimholders hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders.

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Claimholder acknowledges and agrees that: that (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and , and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of against the First Lien Claimholders and the Second Lien Claimholders in respect of the 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 Second Lien Claimholders hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, that (i) to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interest, including any additional petition interest payable pursuant to the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to and (ii) the Collateral (including the Shared Collateral), with each Second Lien Collateral Agent, for itself Claimholders hereby acknowledge and on behalf of its Related Second Lien Claimholders, hereby acknowledging and agreeing agree to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders.

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Subordinated Creditor acknowledges and agrees that: that (ai) the grants of Liens pursuant to the First Lien Collateral Senior Security Documents and the Second Lien Collateral Subordinated Security Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (bii) because of, among other things, their differing rights in the Collateral (including the Shared Common Collateral), the Second Lien Subordinated Obligations are fundamentally different from the First Lien Senior Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders Senior Creditors and the Second Lien Claimholders Subordinated Creditors in respect of the Common 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 Subordinated Creditors hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Loan Parties in respect of the Common Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersSubordinated Creditors), the First Lien Claimholders Senior Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Post Petition Interest, including any additional interest payable pursuant to the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceeding, Interest before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared CollateralSubordinated Creditors), with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, the Subordinated Creditors hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, Senior Agent for itself and on behalf the benefit of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Senior Creditors amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien ClaimholdersSubordinated Creditors.

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Claimholder acknowledges and agrees that: that (ai) the grants of Liens pursuant to the First Lien Collateral Documents Sections 3.1(i) and the Second Lien Collateral Documents constitute, and, in the case 3.1(ii) of the Shared Collateral Documents, are intended to constitute, Security Agreement constitute two separate and distinct grants of Liens; and Liens and (bii) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Secured Obligations are fundamentally different from the First Lien Secured Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of against the First Lien Claimholders and the Second Lien Claimholders in respect of the 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 Second Lien Claimholders hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Borrower and the Subsidiary Guarantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, default interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interest, including any additional petition interest payable pursuant to the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Claimholders, with each the Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, Claimholders hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders.

Separate Grants of Security and Separate Classification. Each Second Lien of the Revolving Collateral Agent, for itself and on behalf of its Related Second Lien Claimholdersthe Revolving Secured Parties, and each First Lien the Term Collateral Agent, for itself and on behalf of its Related First Lien Claimholdersthe Term Secured Parties, acknowledges and agrees that: that (a) the grants of Liens pursuant to the First Lien Revolving Collateral Documents and the Second Lien Term Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, two constitute separate and distinct grants of Liens; and and (b) because of, among other things, their differing rights in the Collateral (including the Shared ABL Collateral), the Second Lien Revolving Obligations and the Term Obligations are fundamentally different from the First Lien Obligations one another and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation ProceedingProceeding (other than any such plan of reorganization that provides for the payment in full and in cash of the aggregate amount of (and accrued interest, fees and expenses under) the Revolving Obligations and Term Obligations). To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders Revolving Secured Parties and the Second Lien Claimholders Term Secured Parties or any of them in respect of the any 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the such ABL Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the such ABL Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersTerm Secured Parties), the First Lien Claimholders 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 (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien applicable Revolving Documents arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, Proceeding before any distribution in respect of ABL Collateral is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Term Secured Parties, with each Second Lien the Term Collateral Agent, for itself and on behalf of its Related Second Lien Claimholdersthe Term Secured Parties, hereby acknowledging and agreeing to turn over to the Directing First Lien Revolving Collateral Agent, for itself and on behalf of the First Lien ClaimholdersRevolving Secured Parties, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentencesentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the claim or recovery of the Second Lien ClaimholdersTerm Secured Parties).

Separate Grants of Security and Separate Classification. Each Second Lien Collateral The Term Agent, for itself and on behalf of its Related Second Lien Claimholderseach other Term Claimholder represented by it, and each First Lien Collateral the ABL Agent, for itself and on behalf of its Related First Lien Claimholderseach other ABL Claimholder represented by it, acknowledges acknowledge and agrees agree that: (a) the grants of Liens pursuant to the First Lien ABL Collateral Documents and the Second Lien Term Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, two constitute separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Term Obligations are fundamentally different from the First Lien ABL Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien ABL Claimholders and the Second Lien Term Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Prior Lien Collateral is sufficient (for this purpose ignoring all claims held by the Second Subordinated Lien Claimholders), the First Prior Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to the First Prior Lien Documents Loan Documents, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, Proceeding before any distribution is made in respect of the claims held by the Second Subordinated Lien Claimholders with respect to the Collateral (including the Shared Prior Lien Collateral), with each Second Subordinated Lien Collateral Agent, for itself and on behalf of its Related Second each other Subordinated Lien ClaimholdersClaimholder, hereby acknowledging and agreeing to turn over to the Directing First Prior Lien Collateral Agent, for itself and on behalf of the First each other Prior Lien ClaimholdersClaimholder, Prior Lien Collateral (including the Shared Collateral) or proceeds of Prior Lien Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Subordinated Lien Claimholders).

Separate Grants of Security and Separate Classification. Each Second Lien Collateral The ABL Agent, for itself and on behalf of its Related Second Lien the ABL Claimholders, and each First Lien Collateral Agent, for itself and the Agent on behalf of its Related First Lien the Notes Claimholders, acknowledges acknowledge and agrees intend that: (a) : the respective grants of Liens pursuant to the First Lien Collateral ABL Security Documents and the Second Lien Collateral Notes Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) , and because of, among other things, their differing rights in the Collateral (including Collateral, such that the Shared Collateral), Notes Obligations and the Second Lien ABL Obligations are fundamentally different from the First Lien Obligations and mustand, subject to applicable lawin each case, must be separately classified in any plan Plan of reorganization Reorganization proposed or adopted confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Notes Claimholders and the Second Lien Claimholders ABL Claimholders, in each case, in respect of the Collateral (including constitute claims in the Shared Collateral) constitute only one secured claim 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 Claimholders and the Notes Claimholders hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were two separate classes of senior ABL Obligations and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) Notes Obligations (with the effect being that, to the extent that the aggregate value of the their Prior Lien Collateral is sufficient (for this purpose ignoring all claims held by the Second Subordinated Lien ClaimholdersClaimholders thereon), the First Prior Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First fees or expenses that is available from their Prior Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation ProceedingCollateral, before any distribution is made in respect of the claims held by the Second Subordinated Lien Claimholders Obligations with respect to the Collateral (including the Shared such Collateral), with each Second Subordinated Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, hereby Claimholder acknowledging and agreeing to turn over to the Directing First Prior Lien Agent with respect to such Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery aggregate recoveries of the Second Subordinated Lien ClaimholdersObligations.

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien ClaimholdersSecured Parties, and each the First Lien Collateral Agent, Agent for itself and on behalf of its Related the First Lien ClaimholdersSecured Parties, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders Secured Parties and the Second Lien Claimholders Secured Parties in respect of the 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, subject to Sections 2.1 and 4.1, all distributions in respect of Collateral or the proceeds thereof shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersSecured Parties), the First Lien Claimholders Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien Documents Credit Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, before any distribution in respect of Collateral or the proceeds thereof is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Secured Parties, with each the Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien ClaimholdersSecured Parties, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien ClaimholdersSecured Parties, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even provided, however, that if such turnover has the effect of reducing the claim or recovery of the Second Lien ClaimholdersSecured Parties, the claim of the Second Lien Secured Parties shall be augmented by such amount.

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself It is acknowledged and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, acknowledges and agrees agreed that: (a) the grants Loan Agreement Obligations of Liens pursuant to the Authority and each Grantor, including in respect of Shared Collateral, constitute claims separate and apart (and of a different nature) from any other First Lien Collateral Documents Obligations of the Authority and the Second Lien Collateral Documents constituteeach other Grantor, and, including in the case respect of the Shared Collateral Documents, are intended Collateral; (b) the grant of Liens to constitute, two secure the Loan Agreement Obligations constitutes a separate and distinct grants grant of LiensLiens from any Liens granted to secure any other First Lien Obligations; and (bc) because of, among other things, their differing payment terms, their differing covenant rights, and their differing rights in the Shared Collateral (including vis-à-vis any Grantor and/or in directing the Shared exercise of any rights in and remedies against the Collateral), the Second Lien Loan Agreement Obligations are fundamentally different and distinct from (and substantially dissimilar, within the meaning of Section 1122 of the Bankruptcy Code, to) any and all other First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization reorganization, liquidation, arrangement, or composition (any “Plan of Reorganization”), proposed or adopted confirmed in an Insolvency or Liquidation ProceedingProceeding and the First Lien Obligations of any Series must be separately classified in any such plan from the First Lien Obligations of any other Series. To further effectuate the intent of the parties as provided in the immediately preceding sentence, and without limiting the generality of the other provisions of this Agreement, if it is held that the claims of against the First Lien Claimholders and the Second Lien Claimholders Authority or any Grantor in respect of the Shared Collateral (including the Shared Collateral) constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each the FLSO Collateral Agent and the FLSO Authorized Representative, on behalf of the parties hereto FLSO Secured Parties, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, that all distributions pursuant to Section 2.01(a) or Section 2.03 shall be made as if there were separate classes of senior and junior secured claims against the Obligors Authority and the Grantors in respect of the Shared Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Shared Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersFLSO Collateral Agent on behalf of the Secured Parties), the First Lien Claimholders Loan Agreement Secured Parties shall be entitled to receivereceive from the proceeds or deemed proceeds of such Shared Collateral, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest at the relevant default rate and all reasonable fees, including any additional interest payable pursuant to costs, and changes provided for under the First Lien Loan Agreement and the Loan Agreement Security Documents arising from (even though such claims may or related to a default, regardless of whether any such claim is may not be allowed in whole or allowable in any part in the respective Insolvency or Liquidation Proceeding, ) before any distribution from the proceeds or deemed proceeds of such Shared Collateral is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each Second Lien FLSO Collateral Agent, for itself and with the FLSO Collateral Agents, on behalf of its Related Second Lien Claimholdersthe FLSO Secured Parties, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, Administrative Agent (for itself and on behalf distribution to the holders of the First Lien Claimholders, Collateral (including the Shared CollateralLoan Agreement Obligations) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, all amounts otherwise received or receivable by them from the proceeds or deemed proceeds of such Shared Collateral to the extent necessary needed to effectuate the intent of this sentence, sentence even if such turnover of amounts has the effect of reducing the amount of (or the distributions on) the claim or recovery of the Second Lien ClaimholdersFLSO Secured Parties).

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien Claimholders, and each the First Lien Collateral Agent, Agent for itself and on behalf of its Related the First Lien Claimholders, acknowledges and agrees that: (ai) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (bii) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to the Amended and Restated First Lien Documents Credit Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each the Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders).

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral Agent, for itself and on behalf of its Related each other Second Lien ClaimholdersClaimholder, and each the First Lien Collateral Agent, Agent for itself and on behalf of its Related each other First Lien ClaimholdersClaimholder, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, Interest (including any additional interest payable pursuant to the First Lien Loan Documents arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each the Second Lien Collateral Agent, for itself and on behalf of its Related each other Second Lien ClaimholdersClaimholder, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the each other First Lien ClaimholdersClaimholder, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders).

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Holder acknowledges and agrees that: that (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (b) because of, among other things, of their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent The Second Lien Holder shall not seek in any Insolvency Proceeding to be treated as part of the parties same class of creditors as provided in the immediately preceding sentenceFirst Lien Holder and shall not oppose any pleading or motion by the First Lien Holder that the First Lien Holder and the Second Lien Holder be treated as separate classes of creditors. Notwithstanding the foregoing, if it is held that the claims of the First Lien Claimholders Holder and the Second Lien Claimholders Holder in respect of the 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 Second Lien Holder acknowledges and agrees that, subject to Sections 2.1 and 4.1, that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) (, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by exceeds the Second amount of the First Lien Claimholders)Obligations, the First Lien Claimholders Holder shall be entitled to receive, in addition to amounts distributed to them it in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant and fees, costs and charges incurred subsequent to the First Lien Documents arising from or related to a default, regardless commencement of whether any such claim is allowed or allowable in any the applicable Insolvency or Liquidation Proceeding, Proceeding before any distribution is made in respect of any of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each Holder. The Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, hereby acknowledging and agreeing Holder agrees to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Holder all amounts otherwise received or receivable by them or on behalf of it to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien ClaimholdersHolder.

Separate Grants of Security and Separate Classification. Each Second Lien The Subordinated Collateral AgentTrustee, for itself and on behalf of its Related Second each Subordinated Lien ClaimholdersClaimholder, and each the First Lien Collateral Agent, Agent for itself and on behalf of its Related each First Lien ClaimholdersClaimholder, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and Documents, the Second Subordinated Lien Collateral Documents constitute, and, in and any Secured Debt Documents which grant a Third Lien on the case of the Shared Collateral Documents, are intended to constitute, two constitute three separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Subordinated Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Subordinated Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Subordinated Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Post Petition Interest, including any additional interest payable pursuant to the First Lien Documents Credit Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second any Subordinated Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each Second Lien the Subordinated Collateral AgentTrustee, for itself and on behalf of its Related Second the Subordinated Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Subordinated Lien Claimholders).

Separate Grants of Security and Separate Classification. Each Second Lien The Collateral Agent, for itself and on behalf of its Related Second Lien the Note Claimholders, and each First Lien Collateral Agent, the Revolving Credit Agent for itself and on behalf of its Related First Lien the Revolving Credit Claimholders, acknowledges acknowledge and agrees intend that: (a) : the grants of Liens pursuant to the First Lien Collateral Revolving Credit Security Documents and the Second Lien Collateral Note Security Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) , and because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Note Obligations are fundamentally different from the First Lien Revolving Credit Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Revolving Credit Claimholders and the Second Lien Note Claimholders in respect of the Collateral (including constitute claims in the Shared Collateral) constitute only one secured claim 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, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of senior Revolving Credit Obligations and junior secured claims Note Obligations against the Obligors in respect of the Collateral (including the Shared Collateral) Grantors (with the effect being that, to the extent that the aggregate value of the Revolving Credit Primary Collateral or Note Primary Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholdersother Secured Parties for whom such Collateral is non-primary), the First Lien Revolving Credit Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to fees or expenses that is available from each pool of primary Collateral for each of the First Lien Documents arising from or related to a defaultRevolving Credit Claimholders and the Note Claimholders, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceedingrespectively, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the other Secured Parties for whom such Collateral (including the Shared Collateral)is non-primary, with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, such other Secured Parties hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any respective other distribution (whether or not expressly characterized as such) in respect of the Collateral, Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholdersaggregate recoveries.

Separate Grants of Security and Separate Classification. Each Second Lien of the Revolving Credit Collateral AgentAgents, for itself and on behalf of its Related Second Lien Revolving Credit Claimholders, Term Loan Collateral Agent and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Term Loan Claimholders acknowledges and agrees that: that (a) the grants of Liens pursuant to the First Lien Revolving Credit Collateral Documents and the Second Lien Term Loan Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Revolving Credit Obligations and the Term Loan Obligations are fundamentally different from the First Lien Obligations one another and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an any Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Revolving Credit Claimholders and the Second Lien Term Loan Claimholders in respect of the Revolving Credit Primary 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Revolving Credit Claimholders shall be entitled to receive, in addition to amounts distributed to them from, or in respect of of, the Revolving Credit Primary Collateral with respect to principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior with respect to post-petition interest, fees, costs, and junior secured claims) in respect of Post-Petition Interestother charges, including any additional interest payable pursuant to the First Lien Documents arising from or related to a default, regardless irrespective of whether any a claim for such claim amounts is allowed or allowable in any such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any such Revolving Credit Primary Collateral is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Term Loan Claimholders, with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, the Term Loan Claimholders hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Revolving Credit Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Term Loan Claimholders.

Separate Grants of Security and Separate Classification. Each Second Lien Collateral The Revolving and Term Loan Administrative Agent, for itself and on behalf of its Related Second Lien the Revolving and Term Loan Claimholders, and each First Lien Collateral Agent, the Senior Administrative Agent for itself and on behalf of its Related First Lien the Senior Claimholders, acknowledges and agrees that: : (a) the grants of Liens pursuant to the First Lien Senior Collateral Documents and the Second Lien Revolving and Term Loan Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) the Senior Obligations include all interest, fees, and expenses that accrue after the commencement of any Insolvency or Liquidation Proceeding of any Obligor at the rate provided for in the Senior Loan Documents governing the same, whether or not a claim for Post-Petition Interest, fees, or expenses is allowed or allowable in any such Insolvency or Liquidation Proceeding; and (c) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Revolving and Term Loan Obligations are fundamentally different from the First Lien Senior Obligations and must, subject to applicable law, must be separately classified in any proposal, plan of reorganization or similar dispositive restructuring plan proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Senior Claimholders and the Second Lien Revolving and Term Loan Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders.and

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself Senior Creditor and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, the Subordinate Creditor acknowledges and agrees that: that (a) the grants of Liens pursuant to the First Lien Collateral Documents Senior Security Instruments and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, Subordinate Security Instruments constitute two separate and distinct grants of Liens; and Liens and (b) because of, among other things, the subordination of the Subordinate Obligations and their differing rights in the Collateral (including the Shared Collateral), the Second Lien Senior Obligations and the Subordinate Obligations are fundamentally different from the First Lien Obligations each other and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders Senior Creditors and the Second Lien Claimholders in respect of the Collateral (including the Shared 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, subject to Sections 2.1 and 4.1, that all distributions shall be made as if there were separate classes of senior and junior secured subordinate claims against the Obligors Credit Parties and in respect of the Collateral (including the Shared Collateral) (, with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersSubordinate Creditor), the First Lien Claimholders Senior Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceeding, Interest before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each Second Lien Collateral Agent, for itself Subordinate Creditor. The Subordinate Creditors hereby acknowledges and on behalf of its Related Second Lien Claimholders, hereby acknowledging and agreeing agrees to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Senior Creditor amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this the preceding sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien ClaimholdersSubordinate Creditor.

Separate Grants of Security and Separate Classification. (a) Each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Claimholder acknowledges and agrees that: that (ai) the grants of Liens to the pursuant to the First Senior Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, two constitute separate and distinct grants of Liens; and Liens and (bii) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Senior Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Senior Lien Claimholders and the Second Lien Claimholders in respect of the 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 Second Lien Claimholders hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Issuer and the Issuer Subsidiaries in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders)), the First Senior Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interest, including any additional petition interest payable pursuant to the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Claimholders, with each the Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, Claimholders hereby acknowledging and agreeing to turn over to the Directing First Senior Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders. (b) Each Second Lien Claimholder and each Subordinated Claimholder acknowledges and agrees that (i) the grants of Liens to each of the 2005 Agent and the 2006 Agent pursuant to the Security Documents defined in the 2005 Note Agreement or the 2006 Note Agreement, respectively, constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Senior Lien Primary Assets, the Second Lien Obligations are fundamentally different from the Obligations defined in the 2005 Note Agreement or the 2006 Note Agreement, respectively, and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the 2005 Holders and the 2006 Holders in respect of the Senior Lien Primary Assets constitute only one secured claim (rather than separate classes of secured claims), then the Second Lien Claimholders and Subordinated Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of secured claims against the Issuer and the Issuer Subsidiaries in respect of the Senior Lien Primary Assets (with the effect being that, to the extent that the aggregate value of the Senior Lien Primary Assets is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders and Subordinated Claimholders)), each Senior Lien Claimholder shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest before any distribution is made in respect of the claims held by the Second Lien Claimholders or the Subordinated Claimholders, with the Second Lien Claimholders and Subordinated Claimholders hereby acknowledging and agreeing to turn over to the Senior Lien Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders or Subordinated Creditors. (c) Each Subordinated Claimholder acknowledges and agrees that (i) the grants of Liens pursuant to the Secured Note Collateral Documents and the Subordinated Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Subordinated Obligations are fundamentally different from the Secured Note Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the Secured Note Claimholders and Subordinated Claimholders in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Subordinated Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Issuer and the Issuer Subsidiaries in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Subordinated Claimholders)), the Secured Note Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest before any distribution is made in respect of the claims held by the Subordinated Claimholders, with the Subordinated Claimholders hereby acknowledging and agreeing to turn over to the Secured Note Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Subordinated Claimholders. (d) Each Subordinated Claimholder acknowledges and agrees that (i) the grants of Liens to each of the Senior Interactive Agent and the Second Interactive Agent pursuant to the Security Documents defined in the Senior Interactive Agreement or the Second Interactive Note Agreement, respectively, constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Subordinated Obligations are fundamentally different from the Obligations defined in the Senior Interactive Note Agreement or the Second Interactive Note Agreement, respectively, and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the Senior Interactive Note Holders and the Second Interactive Note Holders in respect of the Collateral constitute only one secured claim (rather than separate classes of secured claims), then the Subordinated Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of secured claims against the Issuer and the Issuer Subsidiaries in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Subordinated Claimholders)), each Second Lien Claimholder shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest before any distribution is made in respect of the claims held by the Subordinated Claimholders, with the Subordinated Claimholders hereby acknowledging and agreeing to turn over to the Second Lien Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Subordinated Creditors.

Separate Grants of Security and Separate Classification. Each Second First Lien Collateral Agent, for itself and on behalf of its Related Second their respective First Lien Claimholders, and each First Lien Collateral Agent, for itself and the ABL Agent on behalf of its Related First Lien the ABL Claimholders, acknowledges acknowledge and agrees intend that: (a) : the grants of Liens pursuant to the First Lien Collateral ABL Table of Contents Security Documents and the Second First Lien Collateral Security Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two or more separate and distinct grants of Liens; and (b) , and because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second First Lien Obligations are fundamentally different from the First Lien ABL Obligations and must, subject to applicable law, must be separately classified in any plan Plan of reorganization Reorganization proposed or adopted confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien ABL Claimholders and the Second First Lien Claimholders in respect of the Collateral (including constitute claims in the Shared Collateral) constitute only one secured claim same class (rather than separate classes of senior and junior secured claims), then each of the parties hereto ABL Claimholders and the First Lien Claimholders hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of senior ABL Obligations and junior secured claims First Lien Obligations against the Obligors in respect of the Collateral (including the Shared Collateral) Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholdersother Secured Parties for whom such Collateral is non-priority in accordance with Section 2.01 and Section 2.02), the ABL Claimholders or the First Lien Claimholders Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the First Lien Documents arising from or related to a defaultClaimholders, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceedingrespectively, before any distribution is made from the applicable pool of priority Collateral in respect of the claims held by the Second Lien Claimholders with respect to the other Secured Parties for whom such Collateral (including the Shared Collateral)is non-priority, with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, such other Secured Parties hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any respective other distribution (whether or not expressly characterized as such) in respect of the Collateral, Secured Parties amounts otherwise received or receivable by them from the applicable pool of priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholdersaggregate recoveries.

Separate Grants of Security and Separate Classification. Each Second Lien Fixed Asset Collateral Agent, for itself and on behalf of its Related Second Lien Claimholderseach other Fixed Asset Claimholder represented by it, and each First Lien ABL Collateral Agent, for itself and on behalf of its Related First Lien Claimholderseach other ABL Claimholder represented by it, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared ABL Collateral Documents, are intended to constituteon the one hand, two and the Fixed Asset Collateral Documents, on the other, constitute separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Fixed Asset Obligations are fundamentally different from the First Lien ABL Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed reorganization, arrangement, compromise or liquidation or similar dispositive restructuring plan proposed, confirmed, or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders ABL Claimholders, on the one hand, and the Second Lien Claimholders Fixed Asset Claimholders, on the other, in respect of the Collateral (including the Shared Collateral) constitute only one secured claim (rather than separate classes of senior and junior secured claimsclaims subject to the relative Lien priorities set forth in this Agreement), then each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.14A, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Prior Lien Collateral is sufficient (for this purpose ignoring all claims held by the Second Subordinated Lien Claimholders), the First Prior Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to the First Prior Lien Documents Loan Documents, arising from or related to a default, regardless of whether any such or not a claim therefor is allowed or allowable as a claim in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Subordinated Lien Claimholders with respect to the Collateral (including the Shared Prior Lien Collateral), with each Second Subordinated Lien Collateral Agent, for itself and on behalf of its Related Second each other Subordinated Lien ClaimholdersClaimholder, hereby acknowledging and agreeing to turn over to the Directing First Designated Prior Lien Collateral Agent, for itself and on behalf of the First each other Prior Lien ClaimholdersClaimholder, Prior Lien Collateral (including the Shared Collateral) or proceeds of Prior Lien Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Subordinated Lien Claimholders.

Separate Grants of Security and Separate Classification. Each Second Lien The Revolving Collateral AgentLender, on behalf of the Revolving Claimholders, and the Notes Collateral Agent, for itself and on behalf of its Related Second Lien the Notes Claimholders, acknowledge and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, acknowledges and agrees intend that: (a) : the respective grants of Liens pursuant to the First Lien Revolving Collateral Documents and the Second Lien Notes Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) , and because of, among other things, their differing rights in the Collateral (including i) the Shared Collateral), the Second Lien Notes Obligations are fundamentally different from the First Lien Revolving Obligations and mustand, subject to applicable law(ii) the Revolving Obligations are fundamentally different from the Notes Obligations and, in each case, must be separately classified in any plan of reorganization proposed or adopted confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Revolving Claimholders and the Second Lien Notes Claimholders in respect of the Collateral (including constitute claims in the Shared Collateral) constitute only one secured claim 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 Revolving Claimholders and the Notes Claimholders hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were two separate classes of senior Revolving Obligations and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) Notes Obligations (with the effect being that, to the extent that (i) the aggregate value of the Revolving Claimholders’ Revolving Priority Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersNotes Claimholders thereon), the First Lien Revolving Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien Documents arising fees or expenses that is available from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceedingtheir Revolving Priority Collateral, before any distribution is made in respect of the claims held by the Second Lien Claimholders Notes Obligations with respect to the Collateral (including the Shared such Collateral), with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, hereby Notes Claimholder acknowledging and agreeing to turn over to the Directing First Lien Revolving Collateral Agent, for itself and on behalf of the First Lien Claimholders, AgentLender with respect to such Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery aggregate recoveries of the Second Lien Notes Obligations and (ii) the aggregate value of the Notes Claimholders’ Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Claimholders thereon), the Notes Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from their Notes Priority Collateral, before any distribution is made in respect of the Revolving Obligations with respect to such Collateral, with each Revolving Claimholder acknowledging and agreeing to turn over to the Notes Collateral Agent with respect to such Collateral amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the Revolving Obligations).

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien Claimholders, and each the First Lien Collateral Agent, Administrative Agent for itself and on behalf of its Related the First Lien Claimholders, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien Documents Credit Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Claimholders, with each the Second Lien Collateral Agent, for itself and on behalf of its Related the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Administrative Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders).

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral Agent, for itself and on behalf of its Related itself and each other Second Lien ClaimholdersClaimholder, and each the First Lien Collateral Agent, for itself and Agent on behalf of its Related itself and each other First Lien ClaimholdersClaimholder, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, Interest (including any additional interest payable pursuant to the First Lien Loan Documents arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each the Second Lien Collateral Agent, for itself and on behalf of its Related itself and each other Second Lien ClaimholdersClaimholder, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the itself and each other First Lien ClaimholdersClaimholder, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders).

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Subordinated Creditor acknowledges and agrees that: that (ai) the grants of Liens pursuant to to, the First Lien Collateral Senior Security Documents and the Second Lien Collateral Subordinated Security Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (bii) because of, among other things, their differing rights in the Collateral (including the Shared Common Collateral), the Second Lien Subordinated Obligations are fundamentally different from the First Lien Senior Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders Senior Creditors and the Second Lien Claimholders Subordinated Creditors in respect of the Common 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 Subordinated Creditors hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Loan Parties in respect of the Common Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersSubordinated Creditors), the First Lien Claimholders Senior Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceeding, Interest before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared CollateralSubordinated Creditors), with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, the Subordinated Creditors hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, Senior Agent for itself and on behalf the benefit of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Senior Creditors amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien ClaimholdersSubordinated Creditors.

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral Agent, for itself and on behalf of its Related each other Second Lien ClaimholdersClaimholder, and each the First Lien Collateral Agent, Agent for itself and on behalf of its Related each other First Lien ClaimholdersClaimholder, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, Interest (including any additional interest payable pursuant to the First Lien Loan Documents arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding) in all cases to the extent constituting First Lien Obligations, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each the Second Lien Collateral Agent, for itself and on behalf of its Related each other Second Lien ClaimholdersClaimholder, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the each other First Lien ClaimholdersClaimholder, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders); provided that the foregoing shall not require the Second Lien Collateral Agent or any Second Lien Claimholder to turnover distributions that do not constitute Collateral or proceeds of Collateral.

Separate Grants of Security and Separate Classification. Each of the Grantors, the First Lien Claimholders and the Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Claimholders acknowledges and agrees that: that (ai) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (bii) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receivereceive in respect of their First Lien Obligations, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the fees, expenses, indemnities and other amounts in respect of their First Lien Documents arising from or related to a defaultObligations, regardless irrespective of whether any a claim for such claim amounts is allowed or allowable in any such Insolvency or Liquidation Proceeding, until the occurrence of the Discharge of First Lien Obligations, before any distribution from, or in respect of, any Collateral is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Claimholders, with each the Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, Claimholders hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders.

Separate Grants of Security and Separate Classification. Each Second Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of its Related Second each other Junior Lien ClaimholdersClaimholder represented by it, and each First Parity Lien Representative and each Parity Lien Collateral Agent, for itself and on behalf of its Related First each other Parity Lien ClaimholdersClaimholder represented by it, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Parity Lien Collateral Documents and the Second Junior Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Junior Lien Obligations are fundamentally different from the First Parity Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Parity Lien Claimholders and the Second Junior Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Junior Lien Claimholders), the First Parity Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, Interest (including any additional interest payable pursuant to the First Parity Lien Documents Debt Documents, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Junior Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each Second Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of its Related Second each other Junior Lien ClaimholdersClaimholder represented by it, hereby acknowledging and agreeing to turn over to the Directing First Designated Parity Lien Collateral Agent, for itself and on behalf of the First each other Parity Lien ClaimholdersClaimholder, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Junior Lien Claimholders).

Separate Grants of Security and Separate Classification. Each Second The Parity Lien Collateral Agent, for itself and on behalf of its Related Second the Parity Lien Claimholders, and each the First Lien Collateral Agent, Agent for itself and on behalf of its Related the First Lien Claimholders, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Parity Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Parity Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Parity Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.14.2, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Parity Lien Claimholders), the 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, including any additional interest payable pursuant to the First Lien Documents Credit Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Parity Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each Second the Parity Lien Collateral Agent, for itself and on behalf of its Related Second the Parity Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentencesentence (with respect to the payment of post-petition interest), even if such turnover has the effect of reducing the claim or recovery of the Second Parity Lien Claimholders.

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Second-Priority Secured Party acknowledges and agrees that: that (a) the grants of Liens pursuant to the First Lien Collateral First-Priority Security Documents and the Second Lien Collateral Second-Priority Security Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and Liens and (b) because of, among other things, their differing rights in the Collateral (including the Shared Common Collateral), the Second Lien Second-Priority Obligations are fundamentally different from the First Lien First-Priority Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders First-Priority Secured Parties and the Second Lien Claimholders Second-Priority Secured Parties in respect of the Common Collateral (including the Shared Collateral) constitute only one class of secured claim claims (rather than separate classes of senior and junior secured claims), then each of the parties hereto Second-Priority Secured Parties hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Common Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien ClaimholdersSecond-Priority Secured Parties), the First Lien Claimholders First-Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional Interest (whether or not such Post-Petition interest payable pursuant to the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or would be allowable in whole or in part in any such Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Second-Priority Secured Parties, with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, the Second-Priority Secured Parties hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, First-Priority Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien ClaimholdersSecond-Priority Secured Parties), and that, until turned over to the First-Priority Secured Parties, such amounts will be held in trust for the First-Priority Secured Parties.

Separate Grants of Security and Separate Classification. Each Second Lien Collateral The Notes Agent, for itself and on behalf of its Related Second Lien the Notes Claimholders, and each First Lien Collateral Agent, for itself and the ABL Agent on behalf of its Related First Lien the ABL Claimholders, acknowledges acknowledge and agrees intend that: (a) : the respective grants of Liens pursuant to the First Lien Collateral ABL Security Documents and the Second Lien Collateral Notes Security Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) , and because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Notes Obligations are fundamentally different from the First Lien ABL Obligations and must, subject to applicable law, must be separately classified in any plan Plan of reorganization Reorganization proposed or adopted confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien ABL Claimholders and the Second Lien Notes Claimholders in respect of the Collateral (including constitute claims in the Shared Collateral) constitute only one secured claim 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, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of senior ABL Obligations and junior secured claims Notes Obligations against the Obligors in respect of the Collateral (including the Shared Collateral) Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholdersother Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the First Lien ABL Claimholders or the Notes Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to fees or expenses that is available from each pool of priority Collateral for each of the First Lien Documents arising from or related to a defaultABL Claimholders and the Notes Claimholders, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceedingrespectively, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the other Secured Parties for whom such Collateral (including the Shared Collateral)is non-priority, with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, such other Secured Parties hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any respective other distribution (whether or not expressly characterized as such) in respect of the Collateral, Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholdersaggregate recoveries.

Separate Grants of Security and Separate Classification. Each The Second Lien Collateral Security Agent, for itself and on behalf of its Related the Second Lien Claimholders, and each the First Lien Collateral Agent, Security Agent for itself and on behalf of its Related the First Lien Claimholders, acknowledges and agrees that: (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the 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, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Grantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to the First Lien Documents Credit Agreement, arising from or related to a default, regardless of whether any such which is disallowed as a claim is allowed or allowable in any Insolvency or Liquidation Proceeding, ) before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral), with each the Second Lien Collateral Security Agent, for itself and on behalf of its Related the Second Lien Claimholders, hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Security Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders.

Separate Grants of Security and Separate Classification. Each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, and each First Lien Collateral Agent, for itself and on behalf of its Related First Lien Claimholders, Claimholder acknowledges and agrees that: that (ai) the grants of Liens pursuant to the First Senior Lien Collateral Documents and the Second Lien Collateral Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, two constitute separate and distinct grants of Liens; and Liens and (bii) because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Obligations are fundamentally different from the First Senior Lien Obligations and must, subject to applicable law, must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of against the First Senior Lien Claimholders and the Second Lien Claimholders in respect of the 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 Second Lien Claimholders hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors Issuer and the Guarantors in respect of the Collateral (including the Shared Collateral) (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Senior Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interest, including any additional petition interest payable pursuant to the First Lien Documents arising from or related to a default, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral (including the Shared Collateral)Claimholders, with each the Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, Claimholders hereby acknowledging and agreeing to turn over to the Directing First Senior Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any other distribution (whether or not expressly characterized as such) in respect of the Collateral, Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders. For avoidance of doubt, the occurrence of the Second Lien Maturity Date shall not have any impact on the agreements of the parties hereto set forth in this Section 6.6.

Separate Grants of Security and Separate Classification. Each Second Lien Collateral The Notes Agent, for itself and on behalf of its Related Second Lien the Note Claimholders, and each First Lien Collateral Agent, for itself and the SCF Agent on behalf of its Related First Lien the SCF Claimholders, acknowledges acknowledge and agrees intend that: (a) : the grants of Liens pursuant to the First Lien Collateral SCF Security Documents and the Second Lien Collateral Note Security Documents constitute, and, in the case of the Shared Collateral Documents, are intended to constitute, constitute two separate and distinct grants of Liens; and (b) , and because of, among other things, their differing rights in the Collateral (including the Shared Collateral), the Second Lien Note Obligations are fundamentally different from the First Lien SCF Obligations and must, subject to applicable law, must be separately classified in any plan Plan of reorganization Reorganization proposed or adopted confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien SCF Claimholders and the Second Lien Note Claimholders in respect of the Collateral (including constitute claims in the Shared Collateral) constitute only one secured claim same class (rather than separate classes of senior and junior secured claims), then each of the parties hereto SCF Claimholders and the Note Claimholders hereby acknowledges acknowledge and agrees that, subject to Sections 2.1 and 4.1, agree that all distributions shall be made as if there were separate classes of senior SCF Obligations and junior secured claims Note Obligations against the Obligors in respect of the Collateral (including the Shared Collateral) Grantors (with the effect being that, to the extent that the aggregate value of the SCF Primary Collateral or Note Primary Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholdersother Secured Parties for whom such Collateral is non-primary), the First Lien SCF Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Postpost-Petition Interestpetition interest, including any additional interest payable pursuant to fees or expenses that is available from each pool of primary Collateral for each of the First Lien Documents arising from or related to a defaultSCF Claimholders and the Note Claimholders, regardless of whether any such claim is allowed or allowable in any Insolvency or Liquidation Proceedingrespectively, before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the other Secured Parties for whom such Collateral (including the Shared Collateral)is non-primary, with each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders, such other Secured Parties hereby acknowledging and agreeing to turn over to the Directing First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, Collateral (including the Shared Collateral) or proceeds of Collateral (including the Shared Collateral) or any respective other distribution (whether or not expressly characterized as such) in respect of the Collateral, Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholdersaggregate recoveries.