No X Clause. This Agreement does not include any “X Clause” in favor of any of the FLSO Secured Parties. Without limiting the generality of the foregoing or of any other provision of this Agreement, absent a Discharge of Loan Agreement Obligations occurring on or before the effective date of any such Plan of Reorganization or absent the affirmative vote of Lenders holding eighty-five percent (85%) or more of the Aggregate Loan Agreement Exposures expressly consenting to an alternate treatment in favor of the FLSO Secured Parties in connection with any such Plan of Reorganization, no FLSO Secured Party shall be entitled to receive or retain any cash or any debt or equity securities to be distributed under any confirmed Plan of Reorganization on account of or otherwise by virtue of Liens in their favor on the Shared Collateral, regardless of the manner in which such distributions may or may not be expressly denominated or otherwise characterized (whether under such Plan of Reorganization, in any accompanying disclosure statement or other solicitation materials, or otherwise), but any such cash or debt or equity securities instead shall be deemed to constitute Shared Collateral and shall be distributed to the Administrative Agent for further distribution to the Loan Agreement Secured Parties, which shall be theirs to retain and/or otherwise realize upon, pending a Discharge of Loan Agreement Obligations.
No X Clause. This Agreement does not include any “X Clause” in favor of any of the Additional First Lien Secured Parties. Without limiting the generality of the foregoing or of any other provision of this Agreement, absent a Discharge of Credit Agreement Obligations occurring on or before the effective date of any such Plan of Reorganization or absent the affirmative vote of Lenders holding eighty percent (80%) or more of the Aggregate Commitments expressly consenting to an alternate treatment in favor of the Additional First Lien Secured Parties in connection with any such Plan of Reorganization, no Additional First Lien Secured Parties shall be entitled to receive or retain any debt or equity securities to be distributed under any confirmed Plan of Reorganization on account of or otherwise by virtue of Liens in their favor on the Shared Collateral, but any such debt or equity securities instead shall be distributed to the Administrative Agent for further distribution to the Credit Agreement Secured Parties, which shall be theirs to retain and/or otherwise realize upon, pending a Discharge of Credit Agreement Obligations.
No X Clause. This Agreement does not include any “X Clause” in favor of the Second Priority Secured Parties or the Third Priority Secured Parties. Without limiting the generality of the foregoing or of any other provision of this Agreement, absent a Discharge of First Priority Claims occurring on or before the effective date of any such Plan of Reorganization, none of the Second Priority Secured Parties or the Third Priority Secured Parties shall be entitled to receive or retain any debt or equity securities to be distributed under any confirmed Plan of Reorganization on account of or otherwise by virtue of the Second Priority Liens or the Third Priority Liens on the Collateral, as the case may be, but any such debt or equity securities instead shall be distributed to the Lender Agent for further distribution to the First Priority Secured Parties in accordance with the provisions of Section 4.2 hereof; provided that following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims, any debt or equity securities to be distributed under any confirmed Plan of Reorganization on account of or otherwise by virtue of the Third Priority Liens on the Collateral shall be distributed to the 2010 Trustee for further distribution to the Second Priority Secured Parties in accordance with the provisions of Section 4.2 hereof.
