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

Nature of Obligations; Post-Petition Interest. Each Second Priority Agent, on behalf of the Second Priority Secured Parties, hereby acknowledges and agrees that (i) the Second Priority Secured Parties’ claims against the Grantors in respect of the Common Collateral constitute junior secured claims separate and apart (and of a different class) from the Senior Lender Claims of the Senior Lenders against the Grantors in respect of the Common Collateral, (ii) the Senior Lender Claims include all interest, fees, and expenses that accrue after the commencement of any Insolvency or Liquidation Proceeding of any Grantor at the rate provided for in the applicable Senior Lender Documents governing the same, whether or not a claim for post-petition interest, fees and expenses is allowed or allowable in any such Insolvency or Liquidation Proceeding, (iii) the grants of Liens pursuant to the Credit Agreement and the Second Priority Collateral Documents constitute two separate and distinct grants of Liens, and (iv) because of, among other things, their differing rights in the Common Collateral, the Senior Lender Claims are fundamentally different from the Second Priority Claims and the Second Priority Claims are fundamentally different from the Senior Lender Claims and, in each case, must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Grantors in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Second Priority Agent, on behalf of the Second Priority 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 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 each Second Priority Agent on behalf of the Second Priority Secured Parties), the Senior 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, 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 from the Common Collateral is made in respect of the claims held by each Second Priority Agent, on behalf of the Second Priority Secured Parties, with each Second Priority Agent, on behalf of the Second Priority Secured Parties, hereby acknowledging and agreeing to turn over to the holders of the Senior Lender Claims 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 of the Second Priority Secured Parties). Neither any Second Priority Agent nor any Second Priority Secured Party shall oppose or seek to challenge any claim by a First Lien Agent or any Senior Lender for allowance in any Insolvency or Liquidation Proceeding of Senior Lender Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Senior Lender’s Lien, without regard to the existence of the Lien of any Second Priority Agent on behalf of the Second Priority Secured Parties on the Common Collateral or the Second Priority Claims. Neither the First Lien Agents nor any other Senior Lender shall oppose or seek to challenge any claim by the Second Priority Agent or any Second Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Agent’s Lien, after taking into account the existence of the Senior Lender’s Lien on behalf of the Senior Lenders on the Common Collateral and the Senior Lender Claims.

Nature of Obligations; Post-Petition Interest. Each Second Priority AgentThe Junior Agent and, on behalf by virtue of accepting the Second Priority Secured PartiesJunior Notes, hereby acknowledges the Junior Claimholders, acknowledge and agrees agree that (i) the Second Priority Secured PartiesJunior Claimholders’ claims against the Grantors Loan Parties in respect of the Common Junior Collateral constitute junior secured claims separate and apart (and of a different class) from the Senior Lender Claims senior claims of the Senior Lenders Claimholders against the Grantors Loan Parties in respect of the Common Collateral, Junior Collateral and (ii) the Senior Lender Claims Lien Obligations include all interest, fees, and expenses interest that accrue accrues after the commencement of any Insolvency or Liquidation Proceeding of any Grantor Loan Party at the rate provided for in the applicable Senior Lender Loan Documents governing the same, whether or not a claim for post-petition interest, fees and expenses interest is allowed or allowable in any such Insolvency or Liquidation Proceeding, (iii) . By virtue of accepting the grants of Liens pursuant to the Credit Agreement and the Second Priority Collateral Documents constitute two separate and distinct grants of Liens, and (iv) because of, among other things, their differing rights in the Common CollateralJunior Notes, the Senior Lender Claims are fundamentally different from Junior Claimholders acknowledge and agree that this Agreement constitutes a “subordination agreement” under Section 510 of the Second Priority Claims and the Second Priority Claims are fundamentally different from the Senior Lender Claims and, in each case, must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation ProceedingBankruptcy 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 Grantors Loan Parties in respect of the Common Junior Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Second Priority Agentthe Junior Agent and, on behalf by virtue of accepting the Second Priority Secured PartiesJunior Notes, hereby acknowledges the Junior Claimholders, acknowledge and agrees agree 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 Grantors Loan Parties in respect of the Common Junior Collateral (with the effect being that, to the extent that the aggregate value of the Common Junior Collateral is sufficient (for this purpose ignoring all claims held by each Second Priority the Junior Agent on behalf of the Second Priority Secured PartiesJunior Claimholders), the Senior Lenders Claimholders shall be entitled to receivereceive from the Collateral or in respect of its secured claim with respect thereto, 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, fees and expenses rate (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 from the Common Collateral is made in respect of the claims relating to the Junior Collateral or the Liens thereon securing the Junior Lien Obligations held by each Second Priority the Junior Agent, on behalf of the Second Priority Secured PartiesJunior Claimholders, with each Second Priority Agentthe Junior Agent and, on behalf by virtue of accepting the Second Priority Secured PartiesJunior Notes, hereby the Junior Claimholders, acknowledging and agreeing to turn over to the holders of the Senior Lender Claims Lien Obligations all amounts otherwise received or receivable by them from the Common Junior Collateral or in respect of the Liens thereon securing the Junior Lien Obligations 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 Priority Secured PartiesJunior Claimholders). Neither any Second Priority Agent nor any Second Priority Secured Party shall oppose or seek to challenge any claim by a First Lien Agent or any Senior Lender for allowance in any Insolvency or Liquidation Proceeding of Senior Lender Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Senior Lender’s Lien, without regard to the existence of the Lien of any Second Priority Agent on behalf of the Second Priority Secured Parties on the Common Collateral or the Second Priority Claims. Neither the First Lien Agents nor any other Senior Lender shall oppose or seek to challenge any claim by the Second Priority Agent or any Second Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Agent’s Lien, after taking into account the existence of the Senior Lender’s Lien on behalf of the Senior Lenders on the Common Collateral and the Senior Lender Claims.

Nature of Obligations; Post-Petition Interest. Each The Second Priority Lien Collateral Agent, on behalf of the Second Priority Secured PartiesNoteholders, and each of the Noteholders hereby acknowledges and agrees that (i) the Second Priority Secured Parties’ Noteholders' claims against the Grantors Guarantor in respect of the Common Collateral constitute junior secured claims separate and apart (and of a different class) from the Senior Lender Claims senior claims of the Senior Lenders First Lien Creditors against the Grantors Guarantor in respect of the Common Collateral, Collateral and (ii) the Senior Lender Claims Obligations include all interest, fees, and expenses interest that accrue 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 Grantor Obligor at the rate provided for in the applicable Senior Lender Credit Documents governing the same, whether or not a claim for post-petition interest, fees and expenses interest is allowed or allowable in any such Insolvency or Liquidation Proceeding, (iii) the grants of Liens pursuant to the Credit Agreement and the Second Priority Collateral Documents constitute two separate and distinct grants of Liens, and (iv) because of, among other things, their differing rights in the Common Collateral, the Senior Lender Claims are fundamentally different from the Second Priority Claims and the Second Priority Claims are fundamentally different from the Senior Lender Claims and, in each case, must be separately classified in any Plan of Reorganization proposed proceeding or confirmed (or approved) in an Insolvency or Liquidation Proceedingother 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 Grantors Guarantor in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each the Second Priority Lien Collateral Agent, on behalf of the Second Priority Secured PartiesNoteholders, and each of the Noteholders hereby acknowledges acknowledge and agrees agree 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 Grantors 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 each the Second Priority Lien Collateral Agent on behalf of the Second Priority Secured PartiesNoteholders), the Senior Lenders 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 at the relevant contract rate, fees and expenses rate (even though such claims may or may not be allowed or allowable in whole or in part in the respective Insolvency bankruptcy, insolvency, reorganization, receivership or Liquidation Proceedingsimilar proceeding) before any distribution from the Common Collateral is made in respect of the claims held by each the Second Priority Lien Collateral Agent, on behalf of the Second Priority Secured PartiesNoteholders, with the Second Lien Collateral Agent and each Second Priority Agent, on behalf of the Second Priority Secured Parties, Noteholders hereby acknowledging and agreeing to turn over to the holders of the Senior Lender Claims 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 of the Second Priority Secured PartiesNoteholders). Neither any Second Priority Agent nor any Second Priority Secured Party shall oppose or seek to challenge any claim by a First Lien Agent or any Senior Lender for allowance in any Insolvency or Liquidation Proceeding of Senior Lender Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Senior Lender’s Lien, without regard to the existence of the Lien of any Second Priority Agent on behalf of the Second Priority Secured Parties on the Common Collateral or the Second Priority Claims. Neither the First Lien Agents nor any other Senior Lender shall oppose or seek to challenge any claim by the Second Priority Agent or any Second Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Agent’s Lien, after taking into account the existence of the Senior Lender’s Lien on behalf of the Senior Lenders on the Common Collateral and the Senior Lender Claims.

Nature of Obligations; Post-Petition Interest. Each Second Priority AgentThe Junior Lien Collateral Agent and each Junior Lien Representative, on behalf of the Second Priority Junior Lien Secured Parties, hereby acknowledges and agrees that (i) the Second Priority Junior Lien Secured Parties’ claims against the Grantors Company and/or any Grantor in respect of the Common Collateral constitute junior secured claims separate and apart (and of a different class) from the Senior Lender Claims senior claims of the Senior Lenders First Lien Secured Parties against the Grantors Company and the Grantor in respect of the Common Collateral, (ii) the Senior Lender Claims First Lien Obligations include all interest, fees, and expenses interest that accrue accrues after the commencement of any Insolvency or Liquidation Proceeding of the Company or any Grantor at the rate provided for in the applicable Senior Lender First Lien Documents governing the same, whether or not a claim for post-petition interest, fees and expenses interest is allowed or allowable in any such Insolvency or Liquidation Proceeding, Proceeding and (iii) this Agreement constitutes a “subordination agreement” under Section 510 of the grants of Liens pursuant to the Credit Agreement and the Second Priority Collateral Documents constitute two separate and distinct grants of Liens, and (iv) because of, among other things, their differing rights in the Common Collateral, the Senior Lender Claims are fundamentally different from the Second Priority Claims and the Second Priority Claims are fundamentally different from the Senior Lender Claims and, in each case, must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation ProceedingBankruptcy 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 Grantors Company or any Grantor in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Junior Lien Collateral Agent and each Second Priority AgentJunior Lien Representative, on behalf of the Second Priority Junior Lien Secured Parties, hereby acknowledges acknowledge and agrees agree 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 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 each Second Priority the Junior Lien Collateral Agent on behalf of the Second Priority Junior Lien Secured Parties), the Senior Lenders 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, fees and expenses rate (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 from the Common Collateral is made in respect of the claims held by each Second Priority the Junior Lien Collateral Agent, on behalf of the Second Priority Junior Lien Secured Parties, with each Second Priority the Junior Lien Collateral Agent, on behalf of the Second Priority Junior Lien Secured Parties, hereby acknowledging and agreeing to turn over to the holders of the Senior Lender Claims 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 of the Second Priority Junior Lien Secured Parties). Neither any Second Priority Agent nor any Second Priority Secured Party shall oppose or seek to challenge any claim by a First Lien Agent or any Senior Lender for allowance in any Insolvency or Liquidation Proceeding of Senior Lender Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Senior Lender’s Lien, without regard to the existence of the Lien of any Second Priority Agent on behalf of the Second Priority Secured Parties on the Common Collateral or the Second Priority Claims. Neither the First Lien Agents nor any other Senior Lender shall oppose or seek to challenge any claim by the Second Priority Agent or any Second Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Agent’s Lien, after taking into account the existence of the Senior Lender’s Lien on behalf of the Senior Lenders on the Common Collateral and the Senior Lender Claims.

Nature of Obligations; Post-Petition Interest. Each Second Priority of the Senior Administrative Agent and the Administrative Agent, on behalf of the Second Priority Secured PartiesTerm B Lenders, and each of the Term B Lenders hereby acknowledges and agrees that (i) the Second Priority Secured Parties’ Term B Lenders claims against the Grantors Loan Parties in respect of the Common Collateral constitute junior secured claims separate and apart (and of a different class) from the Senior Lender Claims senior claims of the Senior Lenders First Lien Secured Parties against the Grantors Loan Parties in respect of the Common Collateral, Collateral and (ii) the Senior Lender Claims First Lien Obligations include all interest, fees, and expenses interest that accrue 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 Grantor Loan Party at the rate provided for in the applicable Senior Lender Loan Documents governing the same, whether or not a claim for post-petition interest, fees and expenses interest is allowed or allowable in any such Insolvency or Liquidation Proceeding, (iii) the grants of Liens pursuant to the Credit Agreement and the Second Priority Collateral Documents constitute two separate and distinct grants of Liens, and (iv) because of, among other things, their differing rights in the Common Collateral, the Senior Lender Claims are fundamentally different from the Second Priority Claims and the Second Priority Claims are fundamentally different from the Senior Lender Claims and, in each case, must be separately classified in any Plan of Reorganization proposed proceeding or confirmed (or approved) in an Insolvency or Liquidation Proceedingother 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 Grantors Loan Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Second Priority of the Senior Administrative Agent and the Administrative Agent, on behalf of the Second Priority Secured PartiesTerm B Lenders, and each of the Term B Lenders hereby acknowledges acknowledge and agrees agree that all distributions pursuant to Section 4.1 3.17 and Section 10.3 or otherwise from the Common Collateral shall be made as if there were separate classes of senior and junior secured claims against the Grantors Loan Parties 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 each Second Priority the Senior Administrative Agent and the Administrative Agent on behalf of the Second Priority Secured PartiesTerm B Lenders), the Senior Lenders 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, fees and expenses rate (even though such claims may or may not be allowed or allowable in whole or in part in the respective Insolvency bankruptcy, insolvency, reorganization, receivership or Liquidation Proceedingsimilar proceeding) before any distribution from the Common Collateral is made in respect of the claims held by each Second Priority the Senior Administrative Agent and the Administrative Agent, on behalf of the Second Priority Secured PartiesTerm B Lenders, with the Senior Administrative Agent and the Administrative Agent and each Second Priority Agent, on behalf of the Second Priority Secured Parties, Term B Lenders hereby acknowledging and agreeing to turn over to the holders of the Senior Lender Claims 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 of the Second Priority Secured PartiesTerm B Lenders). Neither any Second Priority Agent nor any Second Priority Secured Party shall oppose or seek to challenge any claim by a First Lien Agent or any Senior Lender for allowance in any Insolvency or Liquidation Proceeding of Senior Lender Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Senior Lender’s Lien, without regard to the existence of the Lien of any Second Priority Agent on behalf of the Second Priority Secured Parties on the Common Collateral or the Second Priority Claims. Neither the First Lien Agents nor any other Senior Lender shall oppose or seek to challenge any claim by the Second Priority Agent or any Second Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Agent’s Lien, after taking into account the existence of the Senior Lender’s Lien on behalf of the Senior Lenders on the Common Collateral and the Senior Lender Claims.

Nature of Obligations; Post-Petition Interest. Each Second Priority Agent, on behalf of the Second Priority Secured Parties, Party hereby acknowledges and agrees that (i) the Second Priority Secured Parties’ claims against the Grantors in respect of the Common Collateral constitute junior secured claims separate and apart (and of a different classclass and claim) from the Senior Lender Claims senior claims of the Senior Lenders First Priority Secured Parties against the Grantors in respect of the Common Collateral, Collateral and (ii) the Senior Lender Claims First Priority Secured Obligations include all interest, fees, and expenses interest that accrue 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 Grantor at the rate provided for in the applicable Senior Lender respective Secured Debt Documents governing the same, whether or not a claim for post-petition interest, fees and expenses interest is allowed or allowable in any such Insolvency or Liquidation Proceeding, (iii) the grants of Liens pursuant to the Credit Agreement and the Second Priority Collateral Documents constitute two separate and distinct grants of Liens, and (iv) because of, among other things, their differing rights in the Common Collateral, the Senior Lender Claims are fundamentally different from the Second Priority Claims and the Second Priority Claims are fundamentally different from the Senior Lender Claims and, in each case, must be separately classified in any Plan of Reorganization proposed proceeding or confirmed (or approved) in an Insolvency or Liquidation Proceedingother 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 Grantors in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Second Priority Agent, on behalf of the Second Priority Secured Parties, Party hereby acknowledges and agrees that all distributions pursuant to Section 4.1 Article VIII of the Security Agreement or otherwise from the Common Collateral shall be made as if there were separate classes of senior and junior secured claims against 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 each Second Priority Agent on behalf of the Second Priority Secured Parties), the Senior Lenders First Priority Secured Parties 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, fees and expenses rate (even though such claims may or may not be allowed or allowable in whole or in part in the respective Insolvency bankruptcy, insolvency, reorganization or Liquidation Proceedingsimilar proceeding) before any distribution from the Common Collateral is made in respect of the claims held by each Second Priority AgentSecured Obligations, on behalf of with the Second Priority Secured Parties, with each Second Priority Agent, on behalf of the Second Priority Secured Parties, Parties hereby acknowledging and agreeing to turn over to the holders of the Senior Lender Claims First Priority Secured Obligations all amounts otherwise received or receivable by them from the Common Collateral 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 Priority Secured Parties). Neither any Second Priority Agent nor any Second Priority Secured Party shall oppose or seek to challenge any claim by a First Lien Agent or any Senior Lender for allowance in any Insolvency or Liquidation Proceeding of Senior Lender Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Senior Lender’s Lien, without regard to the existence of the Lien of any Second Priority Agent on behalf of the Second Priority Secured Parties on the Common Collateral or the Second Priority Claims. Neither the First Lien Agents nor any other Senior Lender shall oppose or seek to challenge any claim by the Second Priority Agent or any Second Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Agent’s Lien, after taking into account the existence of the Senior Lender’s Lien on behalf of the Senior Lenders on the Common Collateral and the Senior Lender ClaimsObligations.

Nature of Obligations; Post-Petition Interest. Each Second Priority Agent, on behalf of the Second Priority Secured Parties, hereby acknowledges and agrees that (i) the Second Priority Secured Parties’ claims against the Grantors in respect of the Common Collateral constitute junior secured claims separate and apart (and of a different class) from the Senior Lender Claims of the Senior Lenders against the Grantors in respect of the Common Collateral, (ii) the Senior Lender Claims include all interest, fees, and expenses interest that accrue accrues after the commencement of any Insolvency or Liquidation Proceeding of any Grantor at the rate provided for in the applicable Senior Lender Documents governing the same, whether or not a claim for post-petition interest, fees and expenses interest is allowed or allowable in any such Insolvency or Liquidation Proceeding, (iii) this Agreement constitutes a “subordination agreement” under Section 510 of the grants of Liens pursuant to the Credit Agreement and the Second Priority Collateral Documents constitute two separate and distinct grants of Liens, Bankruptcy Code and (iv) because of, among other things, their differing rights in the Common Collateral, the Senior Lender Claims are fundamentally different from the Second Priority Claims and the Second Priority Claims are fundamentally different from the Senior Lender Claims and, in each case, must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Grantors in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Second Priority Agent, on behalf of the Second Priority 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 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 each Second Priority Agent on behalf of the Second Priority Secured Parties), the Senior 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, fees and expenses rate (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 from the Common Collateral is made in respect of the claims held by each Second Priority Agent, on behalf of the Second Priority Secured Parties, with each Second Priority Agent, on behalf of the Second Priority Secured Parties, hereby acknowledging and agreeing to turn over to the holders of the Senior Lender Claims 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 of the Second Priority Secured Parties). Neither any Second Priority Agent nor any Second Priority Secured Party shall oppose or seek to challenge any claim by a First Lien Agent or any Senior Lender for allowance in any Insolvency or Liquidation Proceeding of Senior Lender Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Senior Lender’s Lien, without regard to the existence of the Lien of any Second Priority Agent on behalf of the Second Priority Secured Parties on the Common Collateral or the Second Priority ClaimsCollateral. Neither the First Lien Agents nor any other Senior Lender shall oppose or seek to challenge any claim by the Second Priority Agent or any Second Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Priority Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Agent’s Lien, after taking into account the existence of the Senior Lender’s Lien on behalf of the Senior Lenders on the Common Collateral and the Senior Lender ClaimsCollateral.

Nature of Obligations; Post-Petition Interest. Each Second Priority Agent, on behalf of the Second Priority Secured Parties, hereby acknowledges and agrees that (i) the Second Priority Secured Parties’ claims against the Grantors in respect of the Common Collateral constitute junior secured claims separate and apart (and of a different class) from the Senior Lender Claims of the Senior Lenders against the Grantors in respect of the Common Collateral, (ii) the Senior Lender Claims include all interest, fees, and expenses that accrue after the commencement of any Insolvency or Liquidation Proceeding of any Grantor at the rate provided for in the applicable Senior Lender Documents governing the same, whether or not a claim for post-petition interest, fees and expenses is allowed or allowable in any such Insolvency or Liquidation Proceeding, (iii) the grants of Liens pursuant to the Credit Agreement Agreement, the First Priority Notes Indenture and the Second Priority Collateral Documents constitute two three separate and distinct grants of Liens, and (iv) because of, among other things, their differing rights in the Common Collateral, the Senior Lender Claims are fundamentally different from the Second Priority Claims and the Second Priority Claims are fundamentally different from the Senior Lender Claims and, in each case, must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Grantors in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Second Priority Agent, on behalf of the Second Priority 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 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 each Second Priority Agent on behalf of the Second Priority Secured Parties), the Senior 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, fees and expenses (even though whether or not such claims may or may not be are allowed or allowable in whole or in part in the respective Insolvency or Liquidation Proceeding) before any distribution from the Common Collateral is made in respect of the claims held by each Second Priority Agent, on behalf of the Second Priority Secured Parties, with each Second Priority Agent, on behalf of the Second Priority Secured Parties, hereby acknowledging and agreeing to turn over to the holders of the Senior Lender Claims 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 claims of the Second Priority Secured Parties). Neither any Second Priority Agent nor any Second Priority Secured Party shall oppose or seek to challenge any claim by a First Lien Agent or any Senior Lender for allowance in any Insolvency or Liquidation Proceeding of Senior Lender Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Senior Lender’s Lien, without regard to the existence of the Lien of any Second Priority Agent on behalf of the Second Priority Secured Parties on the Common Collateral or the Second Priority Claimsexpenses. Neither the First Lien Agents nor any other Senior Lender shall oppose or seek to challenge any claim by the Second Priority Agent or any Second Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Priority Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Agent’s Lien, after taking into account the existence of the Senior Lender’s Lenders’ Lien on behalf of the Senior Lenders on the Common Collateral and the Senior Lender Claims.

Nature of Obligations; Post-Petition Interest. Each The Second Priority Lien Collateral Agent, on behalf of the Second Priority Lien Secured Parties, hereby acknowledges and agrees that (i) the Second Priority Lien Secured Parties’ claims against the Grantors Pledgor Parties in respect of the Common Collateral constitute junior secured claims separate and apart (and of a different class) from the Senior Lender Claims senior claims of the Senior Lenders First Lien Secured Parties against the Grantors Pledgor Parties in respect of the Common Collateral, (ii) the Senior Lender Claims First Lien Obligations include all interest, fees, and expenses interest that accrue accrues after the commencement of any Insolvency or Liquidation Proceeding of any Grantor Pledgor Party at the rate provided for in the applicable Senior Lender First Lien Loan Documents governing the same, whether or not a claim for post-petition interest, fees and expenses interest is allowed or allowable in any such Insolvency or Liquidation Proceeding, Proceeding and (iii) this Agreement constitutes a “subordination agreement” under Section 510 of the grants of Liens pursuant to the Credit Agreement and the Second Priority Collateral Documents constitute two separate and distinct grants of Liens, and (iv) because of, among other things, their differing rights in the Common Collateral, the Senior Lender Claims are fundamentally different from the Second Priority Claims and the Second Priority Claims are fundamentally different from the Senior Lender Claims and, in each case, must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation ProceedingBankruptcy 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 Grantors Pledgor Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each the Second Priority Lien Collateral Agent, for itself and on behalf of the Second Priority 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 Grantors Pledgor Parties in respect of the Common Collateral (with the effect being that, to the extent that the aggregate value of the Common Collateral (other than the Notes Separate Collateral) is sufficient (for this purpose ignoring all claims held by each the Second Priority Lien Collateral Agent on behalf of the Second Priority Lien Secured Parties)), the Senior Lenders 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, fees and expenses rate (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 from the Common Collateral is made in respect of the claims held by each the Second Priority Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties, with the Second Lien Collateral Agent, on behalf of the Second Priority Secured Parties, with each Second Priority Agent, on behalf of the Second Priority Lien Secured Parties, hereby acknowledging and agreeing to turn over to the holders First Lien Collateral Agent, for itself and on behalf of the Senior Lender Claims First Lien Secured Parties, all amounts otherwise received or receivable by them from the Common Collateral to the extent needed necessary 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 Priority Lien Secured Parties). Neither any Second Priority Agent nor any Second Priority Secured Party shall oppose or seek to challenge any claim by a First Lien Agent or any Senior Lender for allowance in any Insolvency or Liquidation Proceeding of Senior Lender Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Senior Lender’s Lien, without regard to the existence of the Lien of any Second Priority Agent on behalf of the Second Priority Secured Parties on the Common Collateral or the Second Priority Claims. Neither the First Lien Agents nor any other Senior Lender shall oppose or seek to challenge any claim by the Second Priority Agent or any Second Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Agent’s Lien, after taking into account the existence of the Senior Lender’s Lien on behalf of the Senior Lenders on the Common Collateral and the Senior Lender Claims.

Nature of Obligations; Post-Petition Interest. Each The Second Priority Lien Collateral Agent, on behalf of the Second Priority Lien Secured Parties, hereby acknowledges and agrees that (i) the Second Priority Lien Secured Parties’ claims against the Grantors Company and/or any Grantor in respect of the Common Collateral constitute junior secured claims separate and apart (and of a different class) from the Senior Lender Claims senior claims of the Senior Lenders First Lien Secured Parties against the Grantors Company and/or any such Grantor in respect of the Common Collateral, (ii) the Senior Lender Claims First Lien Obligations include all interest, fees, and expenses interest that accrue accrues after the commencement of any Insolvency or Liquidation Proceeding of the Company or any Grantor at the rate provided for in the applicable Senior Lender First Lien Documents governing the same, whether or not a claim for post-petition interest, fees and expenses interest is allowed or allowable in any such Insolvency or Liquidation Proceeding, Proceeding and (iii) this Agreement constitutes a “subordination agreement” under Section 510 of the grants of Liens pursuant to the Credit Agreement and the Second Priority Collateral Documents constitute two separate and distinct grants of Liens, and (iv) because of, among other things, their differing rights in the Common Collateral, the Senior Lender Claims are fundamentally different from the Second Priority Claims and the Second Priority Claims are fundamentally different from the Senior Lender Claims and, in each case, must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation ProceedingBankruptcy 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 Grantors Company or any Grantor in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each the Second Priority Lien Collateral Agent, on behalf of the Second Priority 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 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 each the Second Priority Lien Collateral Agent on behalf of the Second Priority Lien Secured Parties), the Senior Lenders 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, fees and expenses rate (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 from the Common Collateral is made in respect of the claims held by each the Second Priority Lien Collateral Agent, on behalf of the Second Priority Lien Secured Parties, with each the Second Priority Lien Collateral Agent, on behalf of the Second Priority Lien Secured Parties, hereby acknowledging and agreeing to turn over to the holders of the Senior Lender Claims 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 of the Second Priority Lien Secured Parties). Neither any Second Priority Agent nor any Second Priority Secured Party shall oppose or seek to challenge any claim by a First Lien Agent or any Senior Lender for allowance in any Insolvency or Liquidation Proceeding of Senior Lender Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Senior Lender’s Lien, without regard to the existence of the Lien of any Second Priority Agent on behalf of the Second Priority Secured Parties on the Common Collateral or the Second Priority Claims. Neither the First Lien Agents nor any other Senior Lender shall oppose or seek to challenge any claim by the Second Priority Agent or any Second Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Agent’s Lien, after taking into account the existence of the Senior Lender’s Lien on behalf of the Senior Lenders on the Common Collateral and the Senior Lender Claims.

Nature of Obligations; Post-Petition Interest. Each Second Priority Agent, on behalf of the Second Priority (a) The 2003 Senior Secured Parties, Notes Creditor hereby acknowledges and agrees that (i) the Second Priority 2003 Senior Secured Parties’ Notes Creditor’s claims against the Grantors Assignors in respect of the Common Collateral constitute junior secured claims separate and apart (and of a different class) from the Senior Lender Claims senior claims of the Senior Lenders Lender Creditors and the Other Creditors against the Grantors Assignors in respect of the Common Collateral, Collateral and (ii) the Senior Lender Claims Primary Obligations and Secondary Obligations include all interest, fees, and expenses interest that accrue 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 Grantor Assignor at the rate provided for in the applicable Senior Lender Documents respective Secured Debt Agreements governing the same, whether or not a claim for post-petition interest, fees and expenses interest is allowed or allowable in any such Insolvency or Liquidation Proceeding, (iii) the grants of Liens pursuant to the Credit Agreement and the Second Priority Collateral Documents constitute two separate and distinct grants of Liens, and (iv) because of, among other things, their differing rights in the Common Collateral, the Senior Lender Claims are fundamentally different from the Second Priority Claims and the Second Priority Claims are fundamentally different from the Senior Lender Claims and, in each case, must be separately classified in any Plan of Reorganization proposed proceeding or confirmed (or approved) in an Insolvency or Liquidation Proceedingother 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 Grantors Assignors in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Second Priority Agent, on behalf of the Second Priority 2003 Senior Secured Parties, Notes Creditor hereby acknowledges and agrees that all distributions pursuant to Section 4.1 7.4 of the Security Agreement or otherwise from the Common Collateral shall be made as if there were separate classes of senior and junior secured claims against the Grantors Assignors 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 each Second Priority Agent on behalf of the Second Priority 2003 Senior Secured PartiesNotes Creditor and any 2003 Senior Secured Note Refinancing Creditor), the Senior Lenders Lender Creditors and the Other 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, fees and expenses rate (even though such claims may or may not be allowed or allowable in whole or in part in the respective Insolvency bankruptcy, insolvency, reorganization or Liquidation Proceedingsimilar proceeding) before any distribution from the Common Collateral is made in respect of the claims held by each Second Priority Agent, on behalf of the Second Priority 2003 Senior Secured PartiesNotes Creditor, with each Second Priority Agent, on behalf of the Second Priority 2003 Senior Secured Parties, Notes Creditor hereby acknowledging and agreeing to turn over to the holders of the Non-2003 Senior Lender Claims Secured Notes Obligations all amounts otherwise received or receivable by them from the Common Collateral 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 Priority 2003 Senior Secured Parties). Neither Notes Creditor. (b) Each 2003 Senior Secured Note Refinancing Creditor hereby acknowledges and agrees that (i) such 2003 Senior Secured Note Refinancing Creditor’s claims against the Assignors in respect of the Collateral constitute junior claims separate and apart (and of a different class) from the senior claims of the Lender Creditors and the Other Creditors against the Assignors in respect of the Collateral and (ii) the Primary Obligations and Secondary Obligations include all interest that accrues after the commencement of any Second Priority Agent nor case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Second Priority Assignor at the rate provided for in the respective Secured Party shall oppose Debt Agreements governing the same, whether or seek to challenge any not a claim by a First Lien Agent or any Senior Lender for allowance post-petition interest is allowed in any Insolvency such case, proceeding or Liquidation Proceeding other 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 Assignors in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior claims), then each 2003 Senior Secured Note Refinancing Creditor hereby acknowledges and agrees that all distributions pursuant to Section 7.4 of the Security Agreement or otherwise shall be made as if there were separate classes of senior and junior secured claims against the 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 2003 Senior Secured Notes Creditor and each 2003 Senior Secured Note Refinancing Creditor), the Lender Claims consisting Creditors and the Other 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 interestinterest at relevant contract rate (even though such claims may or may not be allowed in whole or in part in the respective bankruptcy, fees insolvency, reorganization or expenses similar proceeding) before any distribution is made in respect of the claims held by any 2003 Senior Secured Note Refinancing Creditor, with each 2003 Senior Secured Note Refinancing Creditor hereby acknowledging and agreeing to turn over to the holders of the Non-2003 Senior Secured Notes Obligations all amounts otherwise received or receivable by it to the extent needed to effectuate the intent of this sentence even if such turn-over of amounts has the effect of reducing the amount of the value claim of the such 2003 Senior Lender’s Lien, without regard to the existence of the Lien of any Second Priority Agent on behalf of the Second Priority Secured Parties on the Common Collateral or the Second Priority Claims. Neither the First Lien Agents nor any other Senior Lender shall oppose or seek to challenge any claim by the Second Priority Agent or any Second Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Agent’s Lien, after taking into account the existence of the Senior Lender’s Lien on behalf of the Senior Lenders on the Common Collateral and the Senior Lender ClaimsNote Refinancing Creditor.

Nature of Obligations; Post-Petition Interest. Each Second Priority Agent, on behalf of the Second Priority Secured Parties, hereby acknowledges and agrees that (i) the Second Priority Secured Parties’ claims against the Grantors in respect of the Common Collateral constitute junior secured claims separate and apart (and of a different class) from the Senior Lender Claims of the Senior Lenders against the Grantors in respect of the Common Collateral, (ii) the Senior Lender Claims include all interest, fees, and expenses that accrue after the commencement of any Insolvency or Liquidation Proceeding of any Grantor at the rate provided for in the applicable Senior Lender Documents governing the same, whether or not a claim for post-petition interest, fees and expenses is allowed or allowable in any such Insolvency or Liquidation Proceeding, (iii) the grants of Liens pursuant to the Credit Agreement and the Second Priority Collateral Documents constitute two separate and distinct grants of Liens, and (iv) because of, among other things, their differing rights in the Common Collateral, the Senior Lender Claims are fundamentally different from the Second Priority Claims and the Second Priority Claims are fundamentally different from the Senior Lender Claims and, in each case, must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Grantors in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Second Priority Agent, on behalf of the Second Priority 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 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 each Second Priority Agent on behalf of the Second Priority Secured Parties), the Senior 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, fees and expenses (even though whether or not such claims may or may not be are allowed or allowable in whole or in part in the respective Insolvency or Liquidation Proceeding) before any distribution from the Common Collateral is made in respect of the claims held by each Second Priority Agent, on behalf of the Second Priority Secured Parties, with each Second Priority Agent, on behalf of the Second Priority Secured Parties, hereby acknowledging and agreeing to turn over to the holders of the Senior Lender Claims 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 of the Second Priority Secured Parties). Neither any Second Priority Agent nor any Second Priority Secured Party shall oppose or seek to challenge any claim by a First Lien Agent or any Senior Lender for allowance in any Insolvency or Liquidation Proceeding of Senior Lender Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Senior Lender’s Lien, without regard to the existence of the Lien of any Second Priority Agent on behalf of the Second Priority Secured Parties on the Common Collateral or the Second Priority Claims. Neither the First Lien Agents nor any other Senior Lender shall oppose or seek to challenge any claim by the Second Priority Agent or any Second Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Priority Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Agent’s Lien, after taking into account the existence of the Senior Lender’s Lien on behalf of the Senior Lenders on the Common Collateral and the Senior Lender Claims.

Nature of Obligations; Post-Petition Interest. Each Second Priority Agent, on behalf of the Second Priority Secured Parties, hereby Party acknowledges and agrees that (i) the Second Priority Secured Parties’ claims against the Grantors in respect of the Common Collateral constitute junior secured claims separate and apart (and of a different class) from the Senior Lender Claims of the Senior Lenders against the Grantors in respect of the Common Collateral, (ii) the Senior Lender Claims include all interest, fees, and expenses that accrue after the commencement of any Insolvency or Liquidation Proceeding of any Grantor at the rate provided for in the applicable Senior Lender Documents governing the same, whether or not a claim for post-petition interest, fees and expenses is allowed or allowable in any such Insolvency or Liquidation Proceeding, (iii) the grants of Liens pursuant to the Credit Agreement First Lien Collateral Documents and the Second Priority Lien Collateral Documents constitute two separate and distinct grants of Liens, Liens and (ivii) because of, among other things, their differing rights and priorities in the Common Collateral, the Senior Lender Claims First Lien Obligations and the Second Lien Obligations are fundamentally different from the Second Priority Claims each other and the Second Priority Claims are fundamentally different from the Senior Lender Claims and, in each case, must be separately classified in any Plan of Reorganization (or other plan of similar effect under any Debtor Relief Laws) proposed or confirmed (or approved) adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that any of the claims against of any of the Grantors First Lien Secured Parties and any claims of any of the Second Lien Secured Parties, in respect of any of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured and/or unsecured claims), then each Second Priority Agent, on behalf of the First Lien Secured Parties and Second Priority Lien Secured Parties, Parties hereby acknowledges acknowledge and agrees agree that all distributions pursuant to Section 4.1 or otherwise from the Common Collateral shall be made as if there were two separate classes of senior First Lien Obligation claims and junior secured Second Lien Obligation claims against 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 each Second Priority Agent on behalf of the Second Priority Secured Parties), the Senior 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, 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 from the Common Collateral is made in respect of the claims held by each Second Priority Agent, on behalf of the Second Priority Secured Parties, with each Second Priority Agent, on behalf of the Second Priority Secured Parties, hereby acknowledging and agreeing to turn over to the holders of the Senior Lender Claims 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 of the Second Priority Secured Parties)Grantors. Neither any Second Priority Lien Agent nor any Second Priority Lien Secured Party shall oppose or seek to challenge any claim by a First Lien Agent or any Senior Lender First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Senior Lender Claims First Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Senior Lenderany First Lien Agent’s or First Lien Secured Party’s Lien, without regard to the existence of the Lien of any Second Priority Lien Agent on behalf of the or any other Second Priority Lien Secured Parties Party on the Common Collateral or the Second Priority ClaimsCollateral. Neither the any First Lien Agents Agent nor any other Senior Lender First Lien Secured Party shall oppose or seek to challenge any claim by the any Second Priority Lien Agent or any Second Priority Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Claims Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the any Second Priority Lien Agent’s and other Second Lien Secured Party’s Lien, after taking into account the existence of the Senior Lender’s First Lien Agents’ and First Lien Secured Parties’ Liens on behalf the Collateral. The provisions of this Agreement are intended to be and shall be enforceable under Section 510(a) of the Senior Lenders on the Common Collateral and the Senior Lender ClaimsU.S. Bankruptcy Code.

Nature of Obligations; Post-Petition Interest. Each Second Priority Agent, on behalf of the Second Priority Secured Parties, hereby acknowledges and agrees that (i) the Second Priority Secured Parties’ claims against the Grantors in respect of the Common Collateral constitute junior secured claims separate and apart (and of a different class) from the Senior Lender Claims of the Senior Lenders against the Grantors in respect of the Common Collateral, (ii) the Senior Lender Claims include all interest, fees, and expenses interest that accrue accrues after the commencement of any Insolvency or Liquidation Proceeding of any Grantor at the rate provided for in the applicable Senior Lender Documents governing the same, whether or not a claim for post-petition interest, fees and expenses interest is allowed or allowable in any such Insolvency or Liquidation Proceeding, (iii) this Agreement constitutes a “subordination agreement” under Section 510 of the grants of Liens pursuant to the Credit Agreement and the Second Priority Collateral Documents constitute two separate and distinct grants of Liens, Bankruptcy Code and (iv) because of, among other things, their differing rights in the Common Collateral, the Senior Lender Claims are fundamentally different from the Second Priority Claims and the Second Priority Claims are fundamentally different from the Senior Lender Claims and, in each case, must be separately classified in any Plan of Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the Grantors in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Second Priority Agent, on behalf of the Second Priority 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 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 each Second Priority Agent on behalf of the Second Priority Secured Parties), the Senior 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, fees and expenses rate (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 from the Common Collateral is made in respect of the claims held by each Second Priority Agent, on behalf of the Second Priority Secured Parties, with each Second Priority Agent, on behalf of the Second Priority Secured Parties, hereby acknowledging and agreeing to turn over to the holders of the Senior Lender Claims 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 of the Second Priority Secured Parties). Neither any Second Priority Agent nor any Second Priority Secured Party shall oppose or seek to challenge any claim by a First Lien Agent or any Senior Lender for allowance in any Insolvency or Liquidation Proceeding of Senior Lender Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Senior Lender’s Lien, without regard to the existence of the Lien of any Second Priority Agent on behalf of the Second Priority Secured Parties on the Common Collateral or the Second Priority Claims. Neither the First Lien Agents nor any other Senior Lender shall oppose or seek to challenge any claim by the Second Priority Agent or any Second Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second Lien Claims consisting of post-petition interest, fees or expenses to the extent of the value of the Second Priority Agent’s Lien, after taking into account the existence of the Senior Lender’s Lien on behalf of the Senior Lenders on the Common Collateral and the Senior Lender Claims.Liquidation