Common use of Nature of Obligations; Post-Petition Interest Clause in Contracts

Nature of Obligations; Post-Petition Interest. The Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledges and agrees that (i) the Second Lien Secured Parties’ claims against the Loan Parties in respect of the Collateral constitute junior claims separate and apart (and of a different class) from the senior claims of the First Lien Secured Parties against the Loan Parties in respect of the Collateral, (ii) the First Lien Obligations include all interest that accrues after the commencement of any Insolvency or Liquidation Proceeding of any Loan Party at the rate provided for in the applicable First Lien Loan Documents governing the same, whether or not a claim for post-petition interest is allowed or allowable in any such Insolvency or Liquidation Proceeding and (iii) this Agreement constitutes a “subordination agreement” under Section 510 of the Bankruptcy Code. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Loan Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior claims), then the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledges and agrees that all distributions pursuant to Section 4.1 or otherwise shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Collateral Agent on behalf of the Second Lien Secured Parties), the First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest at the relevant contract rate (even though such claims may or may not be allowed in whole or in part in the respective Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held by the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, with the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledging and agreeing to turn over to the holders of the First Lien Obligations all amounts otherwise received or receivable by them to the extent needed to effectuate the intent of this sentence even if such turnover of amounts has the effect of reducing the amount of the claim of the Second Lien Secured Parties).

Nature of Obligations; Post-Petition Interest. The Second Junior Lien Collateral AgentAgent and each Junior Lien Representative, on behalf of the Second Junior Lien Secured Parties, hereby acknowledges and agrees that (i) the Second Junior Lien Secured Parties’ claims against the Loan Parties Company and/or any Grantor in respect of the Common Collateral constitute junior claims separate and apart (and of a different class) from the senior claims of the First Lien Secured Parties against the Loan Parties Company and the Grantor in respect of the Common Collateral, (ii) the First Lien Obligations include all interest that accrues after the commencement of any Insolvency or Liquidation Proceeding of the Company or any Loan Party Grantor at the rate provided for in the applicable First Lien Loan Documents governing the same, whether or not a claim for post-petition interest is allowed or allowable in any such Insolvency or Liquidation Proceeding and (iii) this Agreement constitutes a “subordination agreement” under Section 510 of the Bankruptcy Code. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Loan Parties Company or any Grantor in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior claims), then the Second Junior Lien Collateral AgentAgent and each Junior Lien Representative, on behalf of the Second Junior Lien Secured Parties, hereby acknowledges and agrees that all distributions pursuant to Section 4.1 or otherwise shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties Company and the Grantors in respect of the Common Collateral (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the Second Junior Lien Collateral Agent on behalf of the Second Junior Lien Secured Parties), the First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest at the relevant contract rate (even though such claims may or may not be allowed in whole or in part in the respective Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held by the Second Junior Lien Collateral Agent, on behalf of the Second Junior Lien Secured Parties, with the Second Junior Lien Collateral Agent, on behalf of the Second Junior Lien Secured Parties, hereby acknowledging and agreeing to turn over to the holders of the First Lien Obligations all amounts otherwise received or receivable by them to the extent needed to effectuate the intent of this sentence even if such turnover of amounts has the effect of reducing the amount of the claim of the Second Junior Lien Secured Parties).

Nature of Obligations; Post-Petition Interest. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured PartiesNoteholders, hereby acknowledges and agrees that (i) the Second Lien Secured PartiesNoteholders’ claims against the Loan Parties Guarantor in respect of the Common Collateral constitute junior claims separate and apart (and of a different class) from the senior claims of the First Lien Secured Parties Creditors against the Loan Parties Guarantor in respect of the Collateral, Common Collateral and (ii) the First Lien Obligations Lender Claims include all interest that accrues after the commencement of any Insolvency case, proceeding or Liquidation Proceeding other action relating to the bankruptcy, insolvency, receivership, reorganization or similar proceeding of any Loan Party Obligor at the rate provided for in the applicable First Lien Loan Documents governing the same, whether or not a claim for post-petition interest is allowed or allowable in any such Insolvency case, proceeding or Liquidation Proceeding and (iii) this Agreement constitutes a “subordination agreement” under Section 510 of the Bankruptcy Codeother action. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Loan Parties Guarantor in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior claims), then the Second Lien Collateral Agent, on behalf of the Second Lien Secured PartiesNoteholders, and each of the Noteholders hereby acknowledges acknowledge and agrees agree that all distributions pursuant to Section 4.1 or otherwise shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties Guarantor in respect of the Common Collateral (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Collateral Agent on behalf of the Second Lien Secured PartiesNoteholders), the First Lien Secured Parties Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest at the relevant contract rate (even though such claims may or may not be allowed in whole or in part in the respective Insolvency bankruptcy, insolvency, reorganization, receivership or Liquidation Proceedingsimilar proceeding) before any distribution is made in respect of the claims held by the Second Lien Collateral Agent, on behalf of the Second Lien Secured PartiesNoteholders, with the Second Lien Collateral Agent, on behalf Agent and each of the Second Lien Secured Parties, Noteholders hereby acknowledging and agreeing to turn over to the First Lien Collateral Agent for the benefit of holders of the First Lien Obligations Lender Claims all amounts otherwise received or receivable by them to the extent needed to effectuate the intent of this sentence even if such turnover of amounts has the effect of reducing the amount of the claim of the Second Lien Secured PartiesNoteholders).

Nature of Obligations; Post-Petition Interest. The Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, Each Intermediate Holdco Creditor hereby acknowledges and agrees that (i) the Second Lien Secured Parties’ Intermediate Holdco Creditor’s claims against the Loan Parties Pledgors in respect of the Collateral constitute junior claims separate and apart (and of a different classclass and claim) from the senior claims of the First Lien Secured Parties TL Creditors’, against the Loan Parties Pledgors in respect of the Collateral, Collateral and (ii) the First Lien TL Obligations include all interest that accrues after the commencement of any Insolvency case, proceeding or Liquidation Proceeding other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Loan Party Pledgor at the rate provided for in the applicable First Lien Loan Documents respective Secured Debt Agreements governing the same, whether or not a claim for post-petition interest is allowed or allowable in any such Insolvency case, proceeding or Liquidation Proceeding and (iii) this Agreement constitutes a “subordination agreement” under Section 510 of the Bankruptcy Codeother action. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Loan Parties Pledgors in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior claims), then the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, each Intermediate Holdco Creditor hereby acknowledges and agrees that all distributions pursuant to Section 4.1 9 of the Pledge Agreement, or otherwise shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties Pledgors 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 Second Lien Collateral Agent on behalf of the Second Lien Secured PartiesIntermediate Holdco Creditors), the First Lien Secured Parties TL 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 at the relevant contract rate (even though such claims may or may not be allowed in whole or in part in the respective Insolvency bankruptcy, insolvency, reorganization or Liquidation Proceedingsimilar proceeding) before any distribution is made in respect of the claims held by the Second Lien Collateral Agent, on behalf of the Second Lien Secured PartiesIntermediate Holdco Creditors, with the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, Intermediate Holdco Creditors hereby acknowledging and agreeing to turn over to the holders of the First Lien TL Obligations all amounts otherwise received or receivable by them it to the extent needed to effectuate the intent of this sentence even if such turnover turn-over of amounts has the effect of reducing the amount of the claim of the Second Lien Secured Parties)Intermediate Holdco Creditors.

Nature of Obligations; Post-Petition Interest. The Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, Each Intermediate Holdco Creditor hereby acknowledges and agrees that (i) the Second Lien Secured Parties’ Intermediate Holdco Creditor’s claims against the Loan Parties Pledgors in respect of the Collateral constitute junior claims separate and apart (and of a different classclass and claim) from the senior claims of the First Lien Secured Parties TL Creditors’, against the Loan Parties Pledgors in respect of the Collateral, Collateral and (ii) the First Lien TL Obligations include all interest that accrues after the commencement of any Insolvency case, proceeding or Liquidation Proceeding other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Loan Party Pledgor at the rate provided for in the applicable First Lien Loan Documents respective Secured Debt Agreements governing the same, whether or not a claim for post-petition interest is allowed or allowable in any such Insolvency case, proceeding or Liquidation Proceeding and (iii) this Agreement constitutes a “subordination agreement” under Section 510 of the Bankruptcy Codeother action. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Loan Parties Pledgors in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior claims), then the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, each Intermediate Holdco Creditor hereby acknowledges and agrees that all distributions pursuant to Section 4.1 9 of the U.S. Pledge Agreement, or otherwise shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties Pledgors 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 Second Lien Collateral Agent on behalf of the Second Lien Secured PartiesIntermediate Holdco Creditors), the First Lien Secured Parties TL 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 at the relevant contract rate (even though such claims may or may not be allowed in whole or in part in the respective Insolvency bankruptcy, insolvency, reorganization or Liquidation Proceedingsimilar proceeding) before any distribution is made in respect of the claims held by the Second Lien Collateral Agent, on behalf of the Second Lien Secured PartiesIntermediate Holdco Creditors, with the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, Intermediate Holdco Creditors hereby acknowledging and agreeing to turn over to the holders of the First Lien TL Obligations all amounts otherwise received or receivable by them it to the extent needed to effectuate the intent of this sentence even if such turnover turn-over of amounts has the effect of reducing the amount of the claim of the Second Lien Secured Parties)Intermediate Holdco Creditors.

Nature of Obligations; Post-Petition Interest. The Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, and each of the Second Lien Secured Parties hereby acknowledges and agrees that (i) the Second Lien Secured Parties’ claims against the Loan Parties Grantors in respect of the Common Collateral constitute junior claims separate and apart (and of a different class) from the senior claims of the First Lien Secured Parties Lenders against the Loan Parties Grantors in respect of the Collateral, Common Collateral and (ii) the First Lien Obligations Claims include all interest that accrues after the commencement of any Insolvency case, proceeding or Liquidation Proceeding other action relating to the bankruptcy, insolvency, receivership, reorganization or similar proceeding of any Loan Party Grantor at the rate provided for in the applicable First Lien Loan Documents or Second Lien Documents (as the case may be) governing the same, whether or not a claim for post-petition interest is allowed or allowable in any such Insolvency case, proceeding or Liquidation Proceeding and (iii) this Agreement constitutes a “subordination agreement” under Section 510 of the Bankruptcy Codeother action. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Loan Parties Grantors in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior claims), then the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, and each of the Second Lien Secured Parties hereby acknowledges acknowledge and agrees agree that all distributions pursuant to Section 4.1 or otherwise shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties Grantors in respect of the Common Collateral (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Collateral Agent on behalf of the Second Lien Secured Parties), the First Lien Secured Parties 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 in respect of post-petition interest at the relevant contract rate (even though such claims may or may not be allowed in whole or in part in the respective Insolvency bankruptcy, insolvency, reorganization, receivership or Liquidation Proceedingsimilar proceeding) before any distribution is made in respect of the claims held by the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, with the Second Lien Collateral Agent, on behalf Agent and each of the Second Lien Secured Parties, Parties hereby acknowledging and agreeing to turn over to the holders of the First Lien Obligations Claims all amounts otherwise received or receivable by them to the extent needed to effectuate the intent of this sentence even if such turnover of amounts has the effect of reducing the amount of the claim of the Second Lien Secured Parties).

Nature of Obligations; Post-Petition Interest. The Each Senior Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, Notes Creditor hereby acknowledges and agrees that (i) the Senior Second Lien Secured Parties’ Notes Creditor’s claims against the Loan Parties Assignors in respect of the Collateral constitute junior claims separate and apart (and of a different classclass and claim) from the senior claims of the First Lien Secured Parties Bank Creditors against the Loan Parties Assignors in respect of the Collateral, Collateral and (ii) the First Lien Obligations include all interest that accrues after the commencement of any Insolvency case, proceeding or Liquidation Proceeding other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Loan Party Assignor at the rate provided for in the applicable First Lien Loan Documents respective Secured Debt Agreements governing the same, whether or not a claim for post-petition interest is allowed or allowable in any such Insolvency case, proceeding or Liquidation Proceeding and (iii) this Agreement constitutes a “subordination agreement” under Section 510 of the Bankruptcy Codeother action. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Loan Parties Assignors in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior claims), then the each Senior Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, Notes Creditor hereby acknowledges and agrees that all distributions pursuant to Section 4.1 7.5 of the Security Agreement or otherwise shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties Assignors 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 Senior Second Lien Collateral Agent on behalf of the Second Lien Secured PartiesNotes Creditors), the First Lien Secured Parties Bank Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition prepetition interest and other claims, all amounts owing in respect of post-petition interest at the relevant contract rate (even though such claims may or may not be allowed in whole or in part in the respective Insolvency bankruptcy, insolvency, reorganization or Liquidation Proceedingsimilar proceeding) before any distribution is made in respect of the claims held by the Senior Second Lien Collateral Agent, on behalf of the Second Lien Secured PartiesNotes Creditors, with the Senior Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, Notes Creditors hereby acknowledging and agreeing to turn over to the holders of the First Lien Obligations all amounts otherwise received or receivable by them it to the extent needed to effectuate the intent of this sentence even if such turnover turn-over of amounts has the effect of reducing the amount of the claim of the Senior Second Lien Secured Parties)Notes Creditors.

Nature of Obligations; Post-Petition Interest. The Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledges and agrees that (i) the Second Lien Secured Parties’ ' claims against the Loan Parties in respect of the Collateral constitute junior claims separate and apart (and of a different class) from the senior claims of the First Lien Secured Parties against the Loan Parties in respect of the Collateral, (ii) the First Lien Obligations include all interest that accrues after the commencement of any Insolvency or Liquidation Proceeding of any Loan Party at the rate provided for in the applicable First Lien Loan Documents governing the same, whether or not a claim for post-petition interest is allowed or allowable in any such Insolvency or Liquidation Proceeding and (iii) this Agreement constitutes a “"subordination agreement” " under Section 510 of the Bankruptcy Code. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Loan Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior claims), then the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledges and agrees that all distributions pursuant to Section 4.1 hereof or otherwise shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Collateral Agent on behalf of the Second Lien Secured Parties), the First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest at the relevant contract rate (even though such claims may or may not be allowed in whole or in part in the respective Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held by the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, with the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledging and agreeing to turn over to the holders of the First Lien Obligations all amounts otherwise received or receivable by them to the extent needed to effectuate the intent of this sentence even if such turnover of amounts has the effect of reducing the amount of the claim of the Second Lien Secured Parties).

Nature of Obligations; Post-Petition Interest. The Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledges and agrees that (i) because of, among other things, their differing rights in the Common Collateral, the Second Lien Obligations are fundamentally different from the First Lien Obligations and the Second Lien Secured Parties’ claims against the Loan Parties Borrower and/or any Grantor in respect of the Common Collateral constitute junior claims separate and apart (and of a different class) from the senior claims of the First Lien Secured Parties against the Loan Parties Borrower and/or any such Grantor in respect of the Common Collateral, such that the Second Lien Secured Parties’ claims against the Borrower or any Grantor in respect of the Common Collateral should be separately classified in any Plan of Reorganization proposed, confirmed or adopted in an Insolvency or Liquidation Proceeding and (ii) the First Lien Obligations include all interest at the rate provided for in the applicable First Lien Documents governing the same, fees and expenses that accrues accrue after the commencement of any Insolvency or Liquidation Proceeding of the Borrower or any Loan Party at the rate provided for in the applicable First Lien Loan Documents governing the sameGrantor, whether or not a claim for post-petition interest interest, fees and expenses is allowed or allowable in any such Insolvency or Liquidation Proceeding and (iii) this Agreement constitutes a “subordination agreement” under Section 510 of the Bankruptcy CodeProceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Loan Parties Borrower or any Grantor in respect of the Common Collateral constitute only one secured claim (rather than separate classes of junior and senior and junior claims), then the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledges and agrees that all distributions pursuant to Section 4.1 or otherwise from the Common Collateral shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties Borrower and the Grantors in respect of the Collateral (Common Collateral, with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Collateral Agent on behalf of the Second Lien Secured Parties), the First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest at the relevant contract rate rate, fees and expenses (even though such claims may or may not be allowed or allowable in whole or in part in the respective Insolvency or Liquidation Proceeding) before any distribution is made from the Common Collateral in respect of the claims held by the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, with the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledging and agreeing to turn over to the holders of the First Lien Obligations all amounts otherwise received or receivable by them from the Common Collateral to the extent needed to effectuate the intent of this sentence even if such turnover of amounts has the effect of reducing the amount of the claim or recoveries of the Second Lien Secured Parties).

Nature of Obligations; Post-Petition Interest. The Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledges and agrees that (i) the Second Lien Secured Parties’ claims against the Loan Parties Grantors in respect of the Collateral constitute junior claims separate and apart (and of a different class) from the senior claims of the First Lien Secured Parties against the Loan Parties Grantors in respect of the Collateral, (ii) the First Lien Obligations include all interest that accrues after the commencement of any Insolvency or Liquidation liquidation Proceeding of any Loan Party Grantor at the rate provided for in the applicable First Lien Loan Documents governing the same, ; whether or not a claim for post-petition interest is allowed or allowable in any such Insolvency or Liquidation Proceeding and (iii) this Agreement constitutes a “subordination agreement” under Section 510 of the Bankruptcy Code. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Loan Parties Grantors in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior claims), then the Second Lien Collateral Agent, on behalf of the Second Lien lien Secured Parties, hereby acknowledges and agrees that all distributions pursuant to Section 4.1 4.01 or otherwise shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties Grantors in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Collateral Agent on behalf of the Second Lien Secured Parties), the First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest at the relevant contract rate (even though such claims may or may not be allowed in whole or in part in the respective Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held by the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, with the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledging and agreeing to turn over to the holders of the First Lien Obligations all amounts otherwise received or receivable by them to the extent needed to effectuate the intent of this sentence even if such turnover of amounts has the effect of reducing the amount of the claim of the Second Lien Secured Parties).

Nature of Obligations; Post-Petition Interest. The Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledges and agrees that (i) the Second Lien Secured Parties’ claims against the Loan Parties in respect of the Collateral constitute junior claims separate and apart (and of a different class) from the senior claims of the First Lien Secured Parties against the Loan Parties in respect of the Collateral, (ii) the First Lien Obligations include all interest that accrues after the commencement of any Insolvency or Liquidation Proceeding of any Loan Party at the rate provided for in the applicable First Lien Loan Documents governing the same, whether or not a claim for post-petition interest is allowed or allowable in any such Insolvency or Liquidation Proceeding and (iii) this Agreement constitutes a “subordination agreement” under Section 510 of the Bankruptcy Code. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Loan Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior claims), then the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledges and agrees that all distributions pursuant to Section 4.1 or otherwise shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Collateral Agent on behalf of the Second Lien Secured Parties), the First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest at the relevant contract rate (even though such claims may or may not be allowed in whole or in part in the respective Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held by the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, with the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledging and agreeing to turn over to the holders of the First Lien Obligations all amounts otherwise received or receivable by them to the extent needed to effectuate the intent of this sentence even if such turnover of amounts has the effect of reducing the amount of the claim of the Second Lien Secured Parties).

Nature of Obligations; Post-Petition Interest. The Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledges and agrees that (ia) the Second Lien Secured Parties’ claims against the Loan Parties Grantors in respect of the Collateral constitute junior claims separate and apart (and of a different class) from the senior claims of the First Lien Secured Parties against the Loan Parties Grantors in respect of the Collateral, (iib) the First Lien Obligations include all interest that accrues after the commencement of any Insolvency or Liquidation Proceeding of any Loan Party Grantor at the rate provided for in the applicable First Lien Loan Documents governing the same, whether or not a claim for post-petition interest is allowed or allowable in any such Insolvency or Liquidation Proceeding and (iiic) this Agreement constitutes a “subordination agreement” under Section 510 510(a) of the Bankruptcy Code. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Loan Parties Grantors in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior claims), then the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledges and agrees that all distributions pursuant to Section 4.1 and 4.2 hereof or otherwise shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties Grantors in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Collateral Agent on behalf of the Second Lien Secured Parties), the First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest at the relevant contract rate (even though such in respect of the claims may or may not be allowed in whole or in part in held by the respective Insolvency or Liquidation Proceeding) First Lien Secured Parties before any distribution is made in respect of the claims held by the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, with the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledging and agreeing to turn over to the holders of the First Lien Obligations all amounts otherwise received or receivable by them to the extent needed to effectuate the intent of this sentence even if such turnover of amounts has the effect of reducing the amount of the claim of the Second Lien Secured Parties).

Nature of Obligations; Post-Petition Interest. The Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledges and agrees that (i) the Second Lien Secured Parties’ claims against the Loan Parties Pledgors in respect of the Collateral constitute junior claims separate and apart (and of a different class) from the senior claims of the First Lien Secured Parties against the Loan Parties Pledgors in respect of the Collateral, (ii) the First Lien Obligations include all interest that accrues after the commencement of any Insolvency or Liquidation Proceeding of any Loan Party Pledgor at the rate provided for in the applicable First Lien Loan Documents governing the same, whether or not a claim for post-petition interest is allowed or allowable in any such Insolvency or Liquidation Proceeding and (iii) this Agreement constitutes a “subordination agreement” under Section 510 of the Bankruptcy Code. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Loan Parties Pledgors in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior claims), then the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledges and agrees that all distributions pursuant to Section 4.1 or otherwise shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties Pledgors 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 Second Lien Collateral Agent on behalf of the Second Lien Secured Parties), the First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest at the relevant contract rate (even though such claims may or may not be allowed in whole or in part in the respective Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held by the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, with the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledging and agreeing to turn over to the holders of the First Lien Obligations all amounts otherwise received or receivable by them to the extent needed to effectuate the intent of this sentence even if such turnover of amounts has the effect of reducing the amount of the claim of the Second Lien Secured Parties).

Nature of Obligations; Post-Petition Interest. The Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledges and agrees that (i) the Second Lien Secured Parties’ claims against the Loan Credit Parties in respect of the Collateral constitute junior claims separate and apart (and of a different class) from the senior claims of the First Lien Secured Parties against the Loan Credit Parties in respect of the Collateral, (ii) the First Lien Obligations include all interest that accrues after the commencement of any Insolvency or Liquidation Proceeding of any Loan Credit Party at the rate provided for in the applicable First Lien Loan Documents governing the same, whether or not a claim for post-petition such interest is allowed or allowable in any such Insolvency or Liquidation Proceeding and (iii) this Agreement constitutes a “subordination agreement” under Section 510 of the Bankruptcy Code. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Loan Credit Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior claims), then the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledges and agrees that all distributions pursuant to Section Sections 4.1 and 4.2 hereof or otherwise shall be made as if there were separate classes of senior and junior secured claims against the Loan Credit Parties in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Collateral Agent on behalf of the Second Lien Secured Parties), the First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest at the relevant contract rate (even though whether or not such claims may interest is not allowed or may not be allowed in whole or in part in the respective Insolvency or Liquidation Proceedingallowable) before any distribution is made in respect of the claims held by the Second Lien Collateral Agent, on behalf of the Second First Lien Secured Parties, with the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, hereby acknowledging and agreeing to turn over to the holders of the First Lien Obligations all amounts otherwise received or receivable by them to the extent needed to effectuate the intent of this sentence even if such turnover of amounts has the effect of reducing the amount of the claim of the Second Lien Secured Parties).