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

Separate Grants of Security and Separate Classification. i) Each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that the grants of Liens pursuant to the Revolving Credit Collateral Documents and the Fixed Asset Collateral Documents constitute separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Fixed Asset Obligations are fundamentally different from the Revolving Credit Obligations and must be separately classified in any plan of reorganization or other dispositive restructuring plan proposed, confirmed, or adopted in an Insolvency or Liquidation Proceeding. In furtherance of the foregoing, the Fixed Asset Collateral Agent, each for itself and on behalf of the applicable Fixed Asset Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, each agrees that the Fixed Asset Claimholders and the Revolving Credit Claimholders will vote as separate classes in connection with any plan of reorganization or other dispositive restructuring plan in any Insolvency or Liquidation Proceeding and that no Collateral Agent nor any Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization or other dispositive restructuring plan in any Insolvency or Liquidation Proceeding. ii) To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Fixed Asset Claimholders and the Revolving Credit Claimholders in respect of the Fixed Asset Facility Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Fixed Asset Facility Collateral), then each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Fixed Asset Facility Collateral (with the effect being that, to the extent that the aggregate value of the Fixed Asset Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Credit Claimholders), the Fixed Asset Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Fixed Asset Documents, arising from or related to a default, whether or not a claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Fixed Asset Collateral in respect of the claims held by the Revolving Credit Claimholders, with the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledging and agreeing to turn over to the Controlling Fixed Asset Collateral Agent, for itself and on behalf of the Non-Controlling Fixed Asset Collateral Agent and the Fixed Asset Claimholders, amounts otherwise received or receivable by them from the Fixed Asset Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Revolving Credit Claimholders). iii) To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Fixed Asset Claimholders and the Revolving Credit Claimholders in respect of the Revolving Credit Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Revolving Credit Collateral (it being understood that, in accordance with Section 2.6, the Fixed Asset Collateral Claimholders do not have any secured claim with respect to the Foreign Collateral)), then each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Revolving Credit Collateral (with the effect being that, to the extent that the aggregate value of the Revolving Credit Collateral is sufficient (for this purpose ignoring all claims held by the Fixed Asset Claimholders), the Revolving Credit Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Revolving Credit Agreement, arising from or related to a default, whether or not a claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Revolving Credit Collateral in respect of the claims held by the Fixed Asset Claimholders, with each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, hereby acknowledging and agreeing to turn over to the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, amounts otherwise received or receivable by them from the Revolving Credit Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Fixed Asset Claimholders). iv) Each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that no Revolving Credit Claimholder nor any Fixed Asset Claimholder (whether in the capacity of a secured creditor or an unsecured creditor) shall propose, vote for, or otherwise support directly or indirectly any plan of reorganization or similar dispositive restructuring plan that is inconsistent with the priorities or other provisions of this Agreement. v) If, in any Insolvency or Liquidation Proceeding involving a Grantor, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed or reinstated (in whole or in part) pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations, then, to the extent the debt obligations distributed on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

Separate Grants of Security and Separate Classification. i(a) Each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that the grants of Liens pursuant to the Revolving Credit Collateral Documents and the Fixed Asset Collateral Documents constitute separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Fixed Asset Obligations are fundamentally different from the Revolving Credit Obligations and must be separately classified in any plan of reorganization or other arrangement, proposal or similar dispositive restructuring plan proposed, confirmed, confirmed or adopted in an Insolvency or Liquidation Proceeding. In furtherance of the foregoing, the Fixed Asset Collateral Agent, each for itself and on behalf of the applicable Fixed Asset Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, each agrees that the Fixed Asset Claimholders and the Revolving Credit Claimholders will vote as separate classes in connection with any plan of reorganization or other arrangement, proposal or similar dispositive restructuring plan in any Insolvency or Liquidation Proceeding and that no Collateral Agent nor any Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization or other arrangement, proposal or similar dispositive restructuring plan in any Insolvency or Liquidation Proceeding. ii(b) To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Fixed Asset Claimholders and the Revolving Credit Claimholders in respect of the Fixed Asset Facility Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims subject to the relative Lien priorities set forth herein with respect to such Fixed Asset Facility Collateral), then each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Fixed Asset Facility Collateral (with the effect being that, to the extent that the aggregate value of the Fixed Asset Collateral is sufficient (for this purpose ignoring all claims thereon held by the Revolving Credit Claimholders), the Fixed Asset Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Fixed Asset Documents, arising from or related to a default, whether or not a claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Fixed Asset Collateral in respect of the claims held by the Revolving Credit Claimholders, with the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledging and agreeing to turn over to the Controlling Fixed Asset Collateral Agent, for itself and on behalf of the Non-Controlling Fixed Asset Collateral Agent Agents and the Fixed Asset Claimholders, amounts otherwise received or receivable by them from the Fixed Asset Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Revolving Credit Claimholders). iii(c) To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Fixed Asset Claimholders and the Revolving Credit Claimholders in respect of the Revolving Credit Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims subject to the relative Lien priority set forth herein with respect to such Revolving Credit Collateral (it being understood that, in accordance with Section 2.6, the Fixed Asset Collateral Claimholders do not have any secured claim with respect to the Foreign Collateral)), then each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Revolving Credit Collateral (with the effect being that, to the extent that the aggregate value of the Revolving Credit ABL Collateral is sufficient (for this purpose ignoring all claims thereon held by the Fixed Asset Claimholders), the Revolving Credit Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Revolving Credit Agreement, arising from or related to a default, whether or not a claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Revolving Credit ABL Collateral in respect of the claims held by the Fixed Asset Claimholders, with each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, hereby acknowledging and agreeing to turn over to the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, amounts otherwise received or receivable by them from the Revolving Credit ABL Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Fixed Asset Claimholders). iv(d) Each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that no Revolving Credit Claimholder nor any Fixed Asset Claimholder (whether in the capacity of a secured creditor or an unsecured creditor) shall propose, vote for, or otherwise support directly or indirectly any plan of reorganization or arrangement, proposal or similar dispositive restructuring plan that is inconsistent with the priorities or other provisions of this Agreement. v(e) If, in any Insolvency or Liquidation Proceeding involving a Grantor, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed or reinstated (in whole or in part) pursuant to a plan of reorganization or arrangement, proposal or similar dispositive restructuring plan, both on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations, then, to the extent the debt obligations distributed on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

Separate Grants of Security and Separate Classification. i(a) Each The Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges acknowledge and agrees agree that the grants of Liens pursuant to the Revolving Credit Collateral Documents and the Fixed Asset Collateral Documents constitute separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Fixed Asset Obligations are fundamentally different from the Revolving Credit Obligations and must be separately classified in any plan of reorganization or other similar dispositive restructuring plan or arrangement proposed, confirmed, confirmed or adopted in an Insolvency or Liquidation Proceeding. In furtherance of the foregoing, the Fixed Asset Collateral Agent, each for itself and on behalf of the applicable Fixed Asset Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, each agrees agree that the Fixed Asset Claimholders and the Revolving Credit Claimholders will vote and otherwise be treated as separate classes in connection with any plan of reorganization or other similar dispositive restructuring plan or arrangement in any Insolvency or Liquidation Proceeding and that no Collateral Agent nor any Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization or other similar dispositive restructuring plan or arrangement in any Insolvency or Liquidation Proceeding, or vote in a manner that is otherwise in accordance with this Agreement. ii(b) To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Fixed Asset Claimholders and the Revolving Credit Claimholders in respect of the Fixed Asset Facility Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Fixed Asset Facility Collateral), then each the Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledges acknowledge and agrees agree that, subject to Sections 2.1 and 4.1, all distributions from the Fixed Asset Collateral shall be made as if there were separate classes of senior and junior allowed secured claims against the Grantors in respect of the Fixed Asset Facility Collateral (with the effect being that, to the extent that the aggregate value of the Fixed Asset Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Credit Claimholders), the Fixed Asset Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Fixed Asset Documents, arising from or related to a default, regardless of whether or not a any claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Fixed Asset Priority Collateral in respect of the claims held by the Revolving Credit Claimholders, with the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledging and agreeing to turn over to the Controlling Fixed Asset Collateral Agent, for itself and on behalf of the Non-Controlling Fixed Asset Collateral Agent and the Fixed Asset Claimholders, amounts otherwise received or receivable by them from the Fixed Asset Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Revolving Credit Claimholders). iii(c) To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Fixed Asset Claimholders and the Revolving Credit Claimholders in respect of the Revolving Credit Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Revolving Credit Collateral (it being understood that, in accordance with Section 2.6, the Fixed Asset Collateral Claimholders do not have any secured claim with respect to the Foreign Collateral)), then each the Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledges acknowledge and agrees agree that, subject to Sections 2.1 and 4.1, all distributions from the Revolving Credit Collateral shall be made as if there were separate classes of senior and junior allowed secured claims against the Grantors in respect of the Revolving Credit Collateral (with the effect being that, to the extent that the aggregate value of the Revolving Credit Collateral is sufficient (for this purpose ignoring all claims held by the Fixed Asset Claimholders), the Revolving Credit Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Revolving Credit Agreement, arising from or related to a default, whether or not which is disallowed as a claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Revolving Credit Collateral in respect of the claims held by the Fixed Asset Claimholders, with each the Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, hereby acknowledging and agreeing to turn over to the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, amounts otherwise received or receivable by them from the Revolving Credit Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Fixed Asset Claimholders). iv(d) Each Notwithstanding anything in the foregoing to the contrary, the Fixed Asset Collateral Agent, for itself Agent and on behalf of the applicable Fixed Asset Claimholders, on the one hand, and the Revolving Credit Collateral Agent, for itself Agent and on behalf of the Revolving Credit Claimholders, acknowledges on the other hand, shall retain the right to vote and agrees that no Revolving Credit Claimholder nor any Fixed Asset Claimholder (whether in the capacity of a secured creditor or an unsecured creditor) shall propose, vote for, or otherwise support directly or indirectly any plan of reorganization or similar dispositive restructuring plan that is inconsistent with the priorities or other provisions of this Agreement. v) If, act in any Insolvency or Liquidation Proceeding involving a Grantor, debt obligations of (including the reorganized debtor secured by Liens upon right to vote to accept or reject any property of the reorganized debtor are distributed or reinstated (in whole or in part) pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations, then, arrangement) to the extent the debt obligations distributed on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations are secured by Liens upon the same property, not inconsistent with the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligationshereof.

Separate Grants of Security and Separate Classification. i(a) Each Fixed Asset Notes Collateral Agent, for itself and on behalf of the applicable Fixed Asset Notes Claimholders, and the Revolving Credit Collateral ABL Administrative Agent, for itself and on behalf of the Revolving Credit ABL Claimholders, acknowledges and agrees that the grants of Liens pursuant to the Revolving Credit ABL Collateral Documents and the Fixed Asset Notes Priority Collateral Documents constitute separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Fixed Asset Notes Obligations are fundamentally different from the Revolving Credit ABL Obligations and must be separately classified in any plan of reorganization or other examinership or scheme of arrangement or similar dispositive restructuring plan proposed, confirmed, confirmed or adopted in an Insolvency or Liquidation Proceeding. In furtherance of the foregoing, the Fixed Asset Notes Collateral Agent, each for itself and on behalf of the applicable Fixed Asset Notes Claimholders, and the Revolving Credit Collateral ABL Administrative Agent, for itself and on behalf of the Revolving Credit ABL Claimholders, each agrees that the Fixed Asset Notes Claimholders and the Revolving Credit ABL Claimholders will vote as separate classes in connection with any plan of reorganization or other examinership or scheme of arrangement or similar dispositive restructuring plan in any Insolvency or Liquidation Proceeding and that no Collateral Agent nor any Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization or other examinership or scheme of arrangement or similar dispositive restructuring plan in any Insolvency or Liquidation Proceeding. ii(b) To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Fixed Asset Notes Claimholders and the Revolving Credit ABL Claimholders in respect of the Fixed Asset Notes Priority Facility Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect subject to such Fixed Asset Facility Collateralthe relative Lien priorities set forth in this Agreement), then each Fixed Asset Notes Collateral Agent, for itself and on behalf of the applicable Fixed Asset Notes Claimholders and the Revolving Credit Collateral ABL Administrative Agent, for itself and on behalf of the Revolving Credit ABL Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions from the Notes Priority Collateral shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Fixed Asset Facility Notes Priority Collateral (with the effect being that, to the extent that the aggregate value of the Fixed Asset Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Credit ABL Claimholders), the Fixed Asset Notes Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Fixed Asset Notes Documents, arising from or related to a default, whether or not a claim therefor is allowed or allowable as a claim in any Insolvency or Liquidation Proceeding) before any distribution from the Notes Priority Collateral is made from the Fixed Asset Collateral in respect of the claims held by the Revolving Credit ABL Claimholders, with the Revolving Credit Collateral ABL Administrative Agent, for itself and on behalf of the Revolving Credit ABL Claimholders, hereby acknowledging and agreeing to turn over to the Controlling Fixed Asset Notes Collateral Agent, for itself and on behalf of the Non-Controlling Fixed Asset Notes Collateral Agent and the Fixed Asset Notes Claimholders, amounts otherwise received or receivable by them from the Fixed Asset Notes Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Revolving Credit ABL Claimholders). iii(c) To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Fixed Asset Notes Claimholders and the Revolving Credit ABL Claimholders in respect of the Revolving Credit ABL Priority Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Revolving Credit Collateral (it being understood that, in accordance with Section 2.6, the Fixed Asset Collateral Claimholders do not have any secured claim with respect subject to the Foreign Collateral)relative Lien priorities set forth in this Agreement), then each Fixed Asset Notes Collateral Agent, for itself and on behalf of the applicable Fixed Asset Notes Claimholders and the Revolving Credit Collateral ABL Administrative Agent, for itself and on behalf of the Revolving Credit ABL Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions from the ABL Priority Collateral shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Revolving Credit ABL Priority Collateral (with the effect being that, to the extent that the aggregate value of the Revolving Credit ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Fixed Asset Notes Claimholders), the Revolving Credit ABL Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Revolving ABL Credit Agreement, arising from or related to a default, whether or not a claim therefor is allowed or allowable as a claim in any Insolvency or Liquidation Proceeding) before any distribution from the ABL Priority Collateral is made from the Revolving Credit Collateral in respect of the claims held by the Fixed Asset Notes Claimholders, with each Fixed Asset Notes Collateral Agent, for itself and on behalf of the applicable Fixed Asset Notes Claimholders, hereby acknowledging and agreeing to turn over to the Revolving Credit Collateral ABL Administrative Agent, for itself and on behalf of the Revolving Credit ABL Claimholders, amounts otherwise received or receivable by them from the Revolving Credit ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Fixed Asset Notes Claimholders). iv(d) Each Fixed Asset Notwithstanding anything in the foregoing to the contrary, each Notes Collateral AgentAgent and the Notes Claimholders, for itself and on behalf of the applicable Fixed Asset Claimholdersone hand, and the Revolving Credit Collateral Agent, for itself ABL Administrative Agent and on behalf of the Revolving Credit ABL Claimholders, acknowledges on the other hand, shall retain the right to vote and agrees that no Revolving Credit Claimholder nor any Fixed Asset Claimholder (whether in the capacity of a secured creditor or an unsecured creditor) shall propose, vote for, or otherwise support directly or indirectly any plan of reorganization or similar dispositive restructuring plan that is inconsistent with the priorities or other provisions of this Agreement. v) If, act in any Insolvency or Liquidation Proceeding involving a Grantor, debt obligations of (including the reorganized debtor secured by Liens upon right to vote to accept or reject any property of the reorganized debtor are distributed or reinstated (in whole or in part) pursuant to a plan of reorganization or examinership or scheme of arrangement or similar dispositive restructuring plan, both on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations, then, ) to the extent the debt obligations distributed on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations are secured by Liens upon the same property, not inconsistent with the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligationshereof.

Separate Grants of Security and Separate Classification. i(a) Each Fixed Asset The Term Loan Collateral Agent, for itself and on behalf of the applicable Fixed Asset Term Loan Claimholders, and the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that the grants of Liens pursuant to the Revolving Credit Collateral Facility Security Documents and the Fixed Asset Collateral Term Loan Security Documents constitute separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Fixed Asset Term Loan Obligations are fundamentally different from the Revolving Credit Obligations and must be separately classified in any plan of reorganization or other dispositive restructuring plan proposed, confirmed, proposed or adopted in an Insolvency or Liquidation Proceeding. In furtherance of the foregoing, each of the Fixed Asset Term Loan Collateral Agent, each for itself and on behalf of the applicable Fixed Asset Term Loan Claimholders, and the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, each agrees that the Fixed Asset Term Loan Claimholders and the Revolving Credit Claimholders will vote as separate classes in connection with any plan of reorganization or other dispositive restructuring plan in any Insolvency or Liquidation Proceeding and that no Collateral neither any Agent nor any Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization or other dispositive restructuring plan in any Insolvency or Liquidation Proceeding. ii(b) To further effectuate the intent of the parties as provided in this Section 6.76.11, if it is held that the claims of the Fixed Asset Term Loan Claimholders and the Revolving Credit Claimholders in respect of the Fixed Asset Facility Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Fixed Asset Facility Collateralclaims), then each Fixed Asset of the Term Loan Collateral Agent, for itself and on behalf of the applicable Fixed Asset Term Loan Claimholders and the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Fixed Asset Facility Collateral (with the effect being that, to the extent that the aggregate value of the Fixed Asset Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Credit Claimholders), the Fixed Asset Term Loan Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Fixed Asset DocumentsTerm Loan Agreement, arising from or related to a default, whether or not which is disallowed as a claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Fixed Asset Collateral in respect of the claims held by the Revolving Credit Claimholders, with the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledging and agreeing to turn over to the Controlling Fixed Asset Term Loan Collateral Agent, for itself and on behalf of the Non-Controlling Fixed Asset Collateral Agent and the Fixed Asset Term Loan Claimholders, amounts otherwise received or receivable by them from the Fixed Asset Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Revolving Credit Claimholders). iii(c) To further effectuate the intent of the parties as provided in this Section 6.76.11, if it is held that the claims of the Fixed Asset Term Loan Claimholders and the Revolving Credit Claimholders in respect of the Revolving Credit Current Asset Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Revolving Credit Collateral (it being understood that, in accordance with Section 2.6, the Fixed Asset Collateral Claimholders do not have any secured claim with respect to the Foreign Collateral)claims), then each Fixed Asset of the Term Loan Collateral Agent, for itself and on behalf of the applicable Fixed Asset Term Loan Claimholders and the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Revolving Credit Current Asset Collateral (with the effect being that, to the extent that the aggregate value of the Revolving Credit Current Asset Collateral is sufficient (for this purpose ignoring all claims held by the Fixed Asset Term Loan Claimholders), the Revolving Credit Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Revolving Credit Agreement, arising from or related to a default, whether or not which is disallowed as a claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Revolving Credit Collateral in respect of the claims held by the Fixed Asset Term Loan Claimholders, with each Fixed Asset the Term Loan Collateral Agent, for itself and on behalf of the applicable Fixed Asset Term Loan Claimholders, hereby acknowledging and agreeing to turn over to the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, amounts otherwise received or receivable by them from the Revolving Credit Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Fixed Asset Term Loan Claimholders). iv(d) Each Fixed Asset Collateral AgentNotwithstanding anything in the foregoing to the contrary, for itself and on behalf each of the applicable Fixed Asset Term Loan Collateral Agent and the Term Loan Claimholders, on the one hand, and the Revolving Credit Facility Collateral Agent, for itself Agent and on behalf of the Revolving Credit Claimholders, acknowledges on the other hand, shall retain the right to vote and agrees that no Revolving Credit Claimholder nor any Fixed Asset Claimholder (whether in the capacity of a secured creditor or an unsecured creditor) shall propose, vote for, or otherwise support directly or indirectly any plan of reorganization or similar dispositive restructuring plan that is inconsistent with the priorities or other provisions of this Agreement. v) If, act in any Insolvency or Liquidation Proceeding involving a Grantor, debt obligations of (including the reorganized debtor secured by Liens upon right to vote to accept or reject any property of the reorganized debtor are distributed or reinstated (in whole or in part) pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations, then, reorganization) to the extent the debt obligations distributed on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations are secured by Liens upon the same property, not inconsistent with the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligationshereof.

Separate Grants of Security and Separate Classification. i(a) Each Fixed Asset The Term Loan Collateral Agent, for itself and on behalf of the applicable Fixed Asset Term Loan Claimholders, each Additional Pari Passu Debt Representative, for itself and on behalf of the Additional Pari Passu Claimholders, and the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that the grants of Liens pursuant to the Revolving Credit Collateral Facility Security Documents, the Term Loan Security Documents and the Fixed Asset Collateral Documents each Additional Pari Passu Security Document constitute separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Fixed Asset Term Loan Obligations, the Additional Pari Passu Obligations and the Revolving Credit Obligations are fundamentally different from the Revolving Credit Obligations one another, and must be separately classified in any plan of reorganization or other dispositive restructuring plan proposed, confirmed, proposed or adopted in an Insolvency or Liquidation Proceeding. In furtherance of the foregoing, each of the Fixed Asset Term Loan Collateral Agent, each for itself and on behalf of the applicable Fixed Asset Term Loan Claimholders, and the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, each and Additional Pari Passu Debt Representative, for itself and on behalf of the Additional Pari Passu Claimholders, agrees that the Fixed Asset Claimholders and Term Loan Claimholders, the Revolving Credit Claimholders and each Series of applicable Additional Pari Passu Claimholders will vote as separate classes in connection with any plan of reorganization or other dispositive restructuring plan in any Insolvency or Liquidation Proceeding and that no Collateral neither any Agent nor any Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization or other dispositive restructuring plan in any Insolvency or Liquidation Proceeding. ii(b) To further effectuate the intent of the parties as provided in this Section 6.76.11, if it is held that the claims of the Fixed Asset Term Loan Claimholders or any Series of Additional Pari Passu Claimholders, on the one hand, and the Revolving Credit Claimholders Claimholders, on the other hand, in respect of the Fixed Asset Facility Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Fixed Asset Facility Collateralclaims), then each Fixed Asset of the Term Loan Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders Term Loan Claimholders, the Additional Pari Passu Debt Representative, for itself and on behalf of the Additional Pari Passu Claimholders, and the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Fixed Asset Facility Collateral (with the effect being that, to the extent that the aggregate value of the Fixed Asset Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Credit Claimholders), the Fixed Asset Term Loan Claimholders and Additional Pari Passu Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Fixed Asset DocumentsTerm Loan Agreement and applicable Additional Pari Passu Loan Agreement, arising from or related to a default, whether or not which is disallowed as a claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Fixed Asset Collateral in respect of the claims held by the Revolving Credit Claimholders, with the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledging and agreeing to turn over to the Controlling Designated Fixed Asset Collateral AgentRepresentative, for itself and on behalf of the Non-Controlling Fixed Asset Collateral Agent Term Loan Claimholders and the Fixed Asset applicable Additional Pari Passu Claimholders, amounts otherwise received or receivable by them from the Fixed Asset Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Revolving Credit Claimholders). iii(c) To further effectuate the intent of the parties as provided in this Section 6.76.11, if it is held that the claims of the Fixed Asset Term Loan Claimholders and any of the Additional Pari Passu Claimholders, on the one hand, and the Revolving Credit Claimholders Claimholders, on the other hand, in respect of the Revolving Credit Current Asset Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Revolving Credit Collateral (it being understood that, in accordance with Section 2.6, the Fixed Asset Collateral Claimholders do not have any secured claim with respect to the Foreign Collateral)claims), then each Fixed Asset of the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, each Additional Pari Passu Debt Representative, for itself and on behalf of the applicable Fixed Asset Claimholders Additional Pari Passu Claimholders, and the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Revolving Credit Current Asset Collateral (with the effect being that, to the extent that the aggregate value of the Revolving Credit Current Asset Collateral is sufficient (for this purpose ignoring all claims held by the Fixed Asset Term Loan Claimholders and the Additional Pari Passu Claimholders), the Revolving Credit Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Revolving Credit Agreement, arising from or related to a default, whether or not which is disallowed as a claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Revolving Credit Collateral in respect of the claims held by the Fixed Asset Term Loan Claimholders or the Additional Pari Passu Claimholders, with each Fixed Asset the Term Loan Collateral Agent, for itself and on behalf of the applicable Fixed Asset Term Loan Claimholders and the Additional Pari Passu Debt Representative, for itself and on behalf of the Additional Pari Passu Claimholders, each hereby acknowledging and agreeing to turn over to the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, amounts otherwise received or receivable by them from the Revolving Credit Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Fixed Asset Term Loan Claimholders or the Additional Pari Passu Claimholders). iv(d) Each Fixed Asset Notwithstanding anything in the foregoing to the contrary, each of the Term Loan Collateral Agent, for itself the Term Loan Claimholders, each Additional Pari Passu Debt Representative and the Additional Pari Passu Claimholders, on behalf of the applicable Fixed Asset Claimholdersone hand, and the Revolving Credit Facility Collateral Agent, for itself Agent and on behalf of the Revolving Credit Claimholders, acknowledges on the other hand, shall retain the right to vote and agrees that no Revolving Credit Claimholder nor any Fixed Asset Claimholder (whether in the capacity of a secured creditor or an unsecured creditor) shall propose, vote for, or otherwise support directly or indirectly any plan of reorganization or similar dispositive restructuring plan that is inconsistent with the priorities or other provisions of this Agreement. v) If, act in any Insolvency or Liquidation Proceeding involving a Grantor, debt obligations of (including the reorganized debtor secured by Liens upon right to vote to accept or reject any property of the reorganized debtor are distributed or reinstated (in whole or in part) pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations, then, reorganization) to the extent the debt obligations distributed on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations are secured by Liens upon the same property, not inconsistent with the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligationshereof.

Separate Grants of Security and Separate Classification. i(a) Each Fixed Asset of the Second Lien Term Loan Collateral Agent, for itself and on behalf of the applicable Fixed Asset Second Lien Term Loan Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that the grants of Liens pursuant to the Revolving Credit Facility Collateral Documents and the Fixed Asset Second Lien Term Loan Collateral Documents constitute separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Fixed Asset Second Lien Term Loan Obligations are fundamentally different from the Revolving Credit Obligations and must be separately classified in any plan of reorganization or other dispositive restructuring plan proposed, confirmed, proposed or adopted in an Insolvency or Liquidation Proceeding. In furtherance of the foregoing, each of the Fixed Asset Second Lien Term Loan Collateral Agent, each for itself and on behalf of the applicable Fixed Asset Second Lien Term Loan Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, each agrees that the Fixed Asset Second Lien Term Loan Claimholders and the Revolving Credit Claimholders will vote as separate classes in connection with any plan of reorganization or other dispositive restructuring plan in any Insolvency or Liquidation Proceeding and that no Collateral neither any Agent nor any Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization or other dispositive restructuring plan in any Insolvency or Liquidation Proceeding. ii(b) To further effectuate the intent of the parties as provided in this Section 6.77.2, if it is held that the claims of the Fixed Asset Second Lien Term Loan Claimholders and the Revolving Credit Claimholders in respect of the Fixed Asset Facility Second Lien Term Loan Priority Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Fixed Asset Facility Collateralclaims), then each Fixed Asset of the Second Lien Term Loan Collateral Agent, for itself and on behalf of the applicable Fixed Asset Second Lien Term Loan Claimholders and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Fixed Asset Facility Second Lien Term Loan Priority Collateral (with the effect being that, to the extent that the aggregate value of the Fixed Asset Second Lien Term Loan Priority Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Credit Claimholders), the Fixed Asset Second Lien Term Loan Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Fixed Asset DocumentsSecond Lien Term Loan Agreement, arising from or related to a default, whether or not a claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Fixed Asset Collateral in respect of the claims held by the Revolving Credit Claimholders, with the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledging and agreeing to turn over to the Controlling Fixed Asset Second Lien Term Loan Collateral Agent, for itself and on behalf of the Non-Controlling Fixed Asset Collateral Agent and the Fixed Asset Second Lien Term Loan Claimholders, amounts otherwise received or receivable by them from the Fixed Asset Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Revolving Credit Claimholders). iii(c) To further effectuate the intent of the parties as provided in this Section 6.77.2, if it is held that the claims of the Fixed Asset Second Lien Term Loan Claimholders and the Revolving Credit Claimholders in respect of the Revolving Credit Priority Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Revolving Credit Collateral (it being understood that, in accordance with Section 2.6, the Fixed Asset Collateral Claimholders do not have any secured claim with respect to the Foreign Collateral)claims), then each Fixed Asset of the Second Lien Term Loan Collateral Agent, for itself and on behalf of the applicable Fixed Asset Second Lien Term Loan Claimholders and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Revolving Credit Priority Collateral (with the effect being that, to the extent that the aggregate value of the Revolving Credit Priority Collateral is sufficient (for this purpose ignoring all claims held by the Fixed Asset Second Lien Term Loan Claimholders), the Revolving Credit Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Revolving Credit Agreement, arising from or related to a default, whether or not a claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Revolving Credit Collateral in respect of the claims held by the Fixed Asset Second Lien Term Loan Claimholders, with each Fixed Asset the Second Lien Term Loan Collateral Agent, for itself and on behalf of the applicable Fixed Asset Second Lien Term Loan Claimholders, hereby acknowledging and agreeing to turn over to the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, amounts otherwise received or receivable by them from the Revolving Credit Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Fixed Asset Second Lien Term Loan Claimholders). iv(d) Each Fixed Asset Collateral AgentNotwithstanding anything in the foregoing to the contrary, for itself and on behalf each of the applicable Fixed Asset Second Lien Term Loan Collateral Agent and the Second Lien Term Loan Claimholders, on the one hand, and the Revolving Credit Collateral Agent, for itself Agent and on behalf of the Revolving Credit Claimholders, acknowledges on the other hand, shall retain the right to vote and agrees that no Revolving Credit Claimholder nor any Fixed Asset Claimholder (whether in the capacity of a secured creditor or an unsecured creditor) shall propose, vote for, or otherwise support directly or indirectly any plan of reorganization or similar dispositive restructuring plan that is inconsistent with the priorities or other provisions of this Agreement. v) If, act in any Insolvency or Liquidation Proceeding involving a Grantor, debt obligations of (including the reorganized debtor secured by Liens upon right to vote to accept or reject any property of the reorganized debtor are distributed or reinstated (in whole or in part) pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations, then, reorganization) to the extent the debt obligations distributed on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations are secured by Liens upon the same property, not inconsistent with the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligationshereof.

Separate Grants of Security and Separate Classification. i(a) Each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that the grants of Liens pursuant to the Revolving Credit Collateral Documents and the Fixed Asset Collateral Documents constitute separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Fixed Asset Obligations are fundamentally different from the Revolving Credit Obligations and must be separately classified in any plan of reorganization or other similar dispositive restructuring plan proposed, confirmed, confirmed or adopted in an Insolvency or Liquidation Proceeding. In furtherance of the foregoing, the Fixed Asset Collateral Agent, each for itself and on behalf of the applicable Fixed Asset Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, each agrees that the Fixed Asset Claimholders and the Revolving Credit Claimholders will vote as separate classes in connection with any plan of reorganization or other similar dispositive restructuring plan in any Insolvency or Liquidation Proceeding and that no Collateral Agent nor any Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization or other similar dispositive restructuring plan in any Insolvency or Liquidation Proceeding. ii(b) To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Fixed Asset Claimholders and the Revolving Credit Claimholders in respect of the Fixed Asset Facility Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Fixed Asset Facility Collateral), then each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Fixed Asset Facility Collateral (with the effect being that, to the extent that the aggregate value of the Fixed Asset Facility Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Credit Claimholders), the Fixed Asset Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Fixed Asset Documents, arising from or related to a default, whether or not a claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Fixed Asset Collateral in respect of the claims held by the Revolving Credit Claimholders, with the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledging and agreeing to turn over to the Controlling Fixed Asset Collateral Agent, for itself and on behalf of the Non-Controlling Fixed Asset Collateral Agent and the Fixed Asset Claimholders, amounts otherwise received or receivable by them from the Fixed Asset Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Revolving Credit Claimholders). iii(c) To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Fixed Asset Claimholders and the Revolving Credit Claimholders in respect of the Revolving Credit Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Revolving Credit Collateral (it being understood that, in accordance with Section 2.6, the Fixed Asset Collateral Claimholders do not have any secured claim with respect to the Foreign Collateral)), then each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Revolving Credit Collateral (with the effect being that, to the extent that the aggregate value of the Revolving Credit Collateral is sufficient (for this purpose ignoring all claims held by the Fixed Asset Claimholders), the Revolving Credit Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Revolving Credit Agreement, arising from or related to a default, whether or not a claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Revolving Credit ABL Collateral in respect of the claims held by the Fixed Asset Claimholders, with each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, hereby acknowledging and agreeing to turn over to the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, amounts otherwise received or receivable by them from the Revolving Credit ABL Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Fixed Asset Claimholders). iv(d) Each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that no Revolving Credit Claimholder nor any Fixed Asset Claimholder (whether in the capacity of a secured creditor or an unsecured creditor) shall propose, vote for, or otherwise support directly or indirectly any plan of reorganization or similar dispositive restructuring plan that is inconsistent with the priorities or other provisions of this Agreement. v(e) If, in any Insolvency or Liquidation Proceeding involving a Grantor, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed or reinstated (in whole or in part) pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations, then, to the extent the debt obligations distributed on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

Separate Grants of Security and Separate Classification. i(a) Each Fixed Asset Term Loan Collateral Agent, for itself and on behalf of the applicable Fixed Asset Term Loan Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that the grants of Liens pursuant to the Revolving Credit Collateral Documents and the Fixed Asset Term Loan Collateral Documents constitute separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Fixed Asset Term Loan Obligations are fundamentally different from the Revolving Credit Obligations and must be separately classified in any plan of reorganization or other dispositive restructuring plan proposed, confirmed, or adopted in an Insolvency or Liquidation Proceeding. In furtherance of the foregoing, the Fixed Asset Term Loan Collateral Agent, each for itself and on behalf of the applicable Fixed Asset Term Loan Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, each agrees that the Fixed Asset Term Loan Claimholders and the Revolving Credit Claimholders will vote as separate classes in connection with any plan of reorganization or other dispositive restructuring plan in any Insolvency or Liquidation Proceeding and that no Collateral Agent nor any Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization or other dispositive restructuring plan in any Insolvency or Liquidation Proceeding. ii(b) To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Fixed Asset Term Loan Claimholders and the Revolving Credit Claimholders in respect of the Fixed Asset Term Loan Facility Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims subject to the relative Lien priorities set forth herein with respect to such Fixed Asset Term Loan Facility Collateral), then each Fixed Asset Term Loan Collateral Agent, for itself and on behalf of the applicable Fixed Asset Term Loan Claimholders and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Fixed Asset Term Loan Facility Collateral (with the effect being that, to the extent that the aggregate value of the Fixed Asset Term Loan Priority Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Credit Claimholders), the Fixed Asset Term Loan Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Fixed Asset Term Loan Documents, arising from or related to a default, whether or not a claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Fixed Asset Term Loan Priority Collateral in respect of the claims held by the Revolving Credit Claimholders, with the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledging and agreeing to turn over to the Controlling Fixed Asset Term Loan Collateral Agent, for itself and on behalf of the Non-Controlling Fixed Asset Term Loan Collateral Agent and the Fixed Asset Term Loan Claimholders, amounts otherwise received or receivable by them from the Fixed Asset Term Loan Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Revolving Credit Claimholders). iii(c) To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Fixed Asset Term Loan Claimholders and the Revolving Credit Claimholders in respect of the Revolving Credit Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims subject to the relative Lien priorities set forth herein with respect to such Revolving Credit Collateral (it being understood that, in accordance with Section 2.6, the Fixed Asset Collateral Claimholders do not have any secured claim with respect to the Foreign Collateral)), then each Fixed Asset Term Loan Collateral Agent, for itself and on behalf of the applicable Fixed Asset Term Loan Claimholders and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Revolving Credit Collateral (with the effect being that, to the extent that the aggregate value of the Revolving Credit ABL Priority Collateral is sufficient (for this purpose ignoring all claims held by the Fixed Asset Term Loan Claimholders), the Revolving Credit Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Revolving Credit Agreement, arising from or related to a default, whether or not a claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Revolving Credit ABL Priority Collateral in respect of the claims held by the Fixed Asset Term Loan Claimholders, with each Fixed Asset Term Loan Collateral Agent, for itself and on behalf of the applicable Fixed Asset Term Loan Claimholders, hereby acknowledging and agreeing to turn over to the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, amounts otherwise received or receivable by them from the Revolving Credit ABL Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Fixed Asset Term Loan Claimholders). iv) Each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that no Revolving Credit Claimholder nor any Fixed Asset Claimholder (whether in the capacity of a secured creditor or an unsecured creditor) shall propose, vote for, or otherwise support directly or indirectly any plan of reorganization or similar dispositive restructuring plan that is inconsistent with the priorities or other provisions of this Agreement. v) If, in any Insolvency or Liquidation Proceeding involving a Grantor, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed or reinstated (in whole or in part) pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations, then, to the extent the debt obligations distributed on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

Separate Grants of Security and Separate Classification. i(a) Each The Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, and the theeach Revolving Credit Collateral Agent, for itself and on behalf of the applicable Revolving Credit Claimholders, acknowledges acknowledge and agrees agree that the grants of Liens pursuant to the applicable Revolving Credit Collateral Documents and the Fixed Asset Collateral Documents constitute separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Fixed Asset Obligations are fundamentally different from the Revolving Credit Obligations and must be separately classified in any plan of reorganization or other similar dispositive restructuring plan or arrangement proposed, confirmed, confirmed or adopted in an Insolvency or Liquidation Proceeding. In furtherance of the foregoing, the Fixed Asset Collateral Agent, each for itself and on behalf of the applicable Fixed Asset Claimholders, and the theeach Revolving Credit Collateral Agent, for itself and on behalf of the applicable Revolving Credit Claimholders, each agrees agree that the Fixed Asset Claimholders and the Revolving Credit Claimholders will vote and otherwise be treated as separate classes in connection with any plan of reorganization or other similar dispositive restructuring plan or arrangement in any Insolvency or Liquidation Proceeding and that no Collateral Agent nor any Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization or other similar dispositive restructuring plan or arrangement in any Insolvency or Liquidation Proceeding, or vote in a manner that is otherwise in accordance with this Agreement. ii(b) To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Fixed Asset Claimholders and the Revolving Credit Claimholders in respect of the Fixed Asset Facility Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Fixed Asset Facility Collateral), then each the Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders Claimholders, and the theeach Revolving Credit Collateral Agent, for itself and on behalf of the applicable Revolving Credit Claimholders, hereby acknowledges acknowledge and agrees agree that, subject to Sections 2.1 and 4.1, all distributions from the Fixed Asset Collateral shall be made as if there were separate classes of senior and junior allowed secured claims against the Grantors in respect of the Fixed Asset Facility Collateral (with the effect being that, to the extent that the aggregate value of the Fixed Asset Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Credit Claimholders), the Fixed Asset Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Fixed Asset Documents, arising from or related to a default, regardless of whether or not a any claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Fixed Asset Priority Collateral in respect of the claims held by the Revolving Credit Claimholders, with the theeach Revolving Credit Collateral Agent, for itself and on behalf of the applicable Revolving Credit Claimholders, hereby acknowledging and agreeing to turn over to the Controlling Fixed Asset Collateral Agent, for itself and on behalf of the Non-Controlling Fixed Asset Collateral Agent and the Fixed Asset Claimholders, amounts otherwise received or receivable by them from the Fixed Asset Priority Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Revolving Credit Claimholders). iii(c) To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of the Fixed Asset Claimholders and the Revolving Credit Claimholders in respect of the Revolving Credit Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Revolving Credit Collateral (it being understood that, in accordance with Section 2.6, the Fixed Asset Collateral Claimholders do not have any secured claim with respect to the Foreign Collateral)), then each the Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders Claimholders, and the theeach Revolving Credit Collateral Agent, for itself and on behalf of the applicable Revolving Credit Claimholders, hereby acknowledges acknowledge and agrees agree that, subject to Sections 2.1 and 4.1, all distributions from the Revolving Credit Collateral shall be made as if there were separate classes of senior and junior allowed secured claims against the Grantors in respect of the Revolving Credit Collateral (with the effect being that, to the extent that the aggregate value of the Revolving Credit Collateral is sufficient (for this purpose ignoring all claims held by the Fixed Asset Claimholders), the Revolving Credit Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Revolving Credit Agreement or the 2016 Secured Notes Purchase Agreement, arising from or related to a default, whether or not which is disallowed as a claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Revolving Credit Collateral in respect of the claims held by the Fixed Asset Claimholders, with each the Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, hereby acknowledging and agreeing to turn over to the Designated Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, amounts otherwise received or receivable by them from the Revolving Credit Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Fixed Asset Claimholders). iv(d) Each Notwithstanding anything in the foregoing to the contrary, the Fixed Asset Collateral Agent, for itself Agent and on behalf of the applicable Fixed Asset Claimholders, on the one hand, and the Revolving Credit Collateral Agent, for itself AgentAgents and on behalf of the Revolving Credit Claimholders, acknowledges on the other hand, shall retain the right to vote and agrees that no Revolving Credit Claimholder nor any Fixed Asset Claimholder (whether in the capacity of a secured creditor or an unsecured creditor) shall propose, vote for, or otherwise support directly or indirectly any plan of reorganization or similar dispositive restructuring plan that is inconsistent with the priorities or other provisions of this Agreement. v) If, act in any Insolvency or Liquidation Proceeding involving a Grantor, debt obligations of (including the reorganized debtor secured by Liens upon right to vote to accept or reject any property of the reorganized debtor are distributed or reinstated (in whole or in part) pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations, then, arrangement) to the extent the debt obligations distributed on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations are secured by Liens upon the same property, not inconsistent with the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligationshereof.

Separate Grants of Security and Separate Classification. i(a) Each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, and each Notes Collateral Agent, for itself and on behalf of the Notes Claim-holders acknowledges and agrees that the grants of Liens pursuant to the Revolving Credit Collateral Documents and Documents, the Fixed Asset Collateral Documents and Notes Collateral Documents constitute separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Fixed Asset Obligations are fundamentally different from the Revolving Credit Obligations which are fundamentally different from the Notes Obligations and each must be separately classified in any plan of reorganization or other dispositive restructuring plan proposed, confirmed, proposed or adopted in an Insolvency or Liquidation Proceeding. In furtherance of the foregoing, the Fixed Asset Collateral Agent, each for itself and on behalf of the applicable Fixed Asset Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders and the Notes Collateral Agent, for itself and on behalf of the applicable Notes Claimholders, each agrees that the Fixed Asset Claimholders and Claimholders, the Revolving Credit Claimholders and Notes Claim-holders will vote as separate classes in connection with any plan of reorganization or other dispositive restructuring plan in any Insolvency or Liquidation Proceeding and that no Collateral Agent nor any Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization or other dispositive restructuring plan in any Insolvency or Liquidation Proceeding. ii(b) To further effectuate the intent of the parties as provided in this Section 6.7, if it is held that the claims of any or all of the Fixed Asset Priority Claimholders and the Revolving Credit Notes Claimholders in respect of the Fixed Asset Facility any applicable Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Fixed Asset Facility Collateralclaims), then each Fixed Asset Priority Collateral Agent, for itself and on behalf of the applicable Fixed Asset Priority Claimholders and the Revolving Credit each Notes Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, Notes Claimholders hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior subordinate secured claims against the Grantors in respect of the Fixed Asset Facility applicable Collateral (with the effect being that, to the extent that the aggregate value of the Fixed Asset applicable Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Credit Notes Claimholders), the applicable Priority Claimholders (as determined in accordance with the provisions of Section 6.7 of the ABL/Fixed Asset Claimholders Assets Intercreditor Agreement) shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Fixed Asset applicable Priority Loan Documents, arising from or related to a default, whether or not which is disallowed as a claim therefor is allowed or allowable in any Insolvency or Liquidation Proceeding) before any distribution is made from the Fixed Asset Collateral in respect of the claims held by the Revolving Credit Claimholders, with the Revolving Credit Notes Claimholders and each Notes Collateral Agent, for itself and on behalf of the Revolving Credit Notes Claimholders, hereby acknowledging and agreeing to turn over to any Priority Collateral Agent (as determined in accordance with the Controlling provisions of Section 6.7 of the ABL/Fixed Asset Collateral AgentAssets Intercreditor Agreement), for itself and on behalf of the Non-Controlling Fixed Asset Collateral Agent and the Fixed Asset applicable Priority Claimholders, amounts otherwise received or receivable by them from the Fixed Asset Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Revolving Credit Notes Claimholders), as applicable. iii(c) To further effectuate Notwithstanding anything in the intent of foregoing to the parties as provided in this Section 6.7contrary, if it is held that each Priority Collateral Agent and the claims of the Fixed Asset Priority Claimholders and the Revolving Credit Claimholders in respect of the Revolving Credit each Notes Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims with respect to such Revolving Credit Collateral (it being understood that, in accordance with Section 2.6, the Fixed Asset Collateral Claimholders do not have any secured claim with respect to the Foreign Collateral)), then each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders Agent and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Notes Claimholders, hereby acknowledges shall retain the right to vote and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Revolving Credit Collateral (with the effect being that, to the extent that the aggregate value of the Revolving Credit Collateral is sufficient (for this purpose ignoring all claims held by the Fixed Asset Claimholders), the Revolving Credit Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Revolving Credit Agreement, arising from or related to a default, whether or not a claim therefor is allowed or allowable otherwise act in any Insolvency or Liquidation ProceedingProceeding (including the right to vote to accept or reject any plan of reorganization) before any distribution is made from the Revolving Credit Collateral in respect of the claims held by the Fixed Asset Claimholders, with each Fixed Asset Collateral Agent, for itself and on behalf of the applicable Fixed Asset Claimholders, hereby acknowledging and agreeing to turn over to the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, amounts otherwise received or receivable by them from the Revolving Credit Collateral to the extent necessary to effectuate not inconsistent with the intent of this sentence, even if such turnover has provisions hereof. Without limiting the effect of reducing the claim or recovery generality of the Fixed Asset Claimholders). iv) Each Fixed Asset Collateral Agentforegoing, for itself and on behalf of the applicable Fixed Asset Claimholders, and the Revolving Credit Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that no Revolving Credit Claimholder nor any Fixed Asset Notes Claimholder (whether in the capacity of a secured creditor or an unsecured creditor) shall may propose, vote forin favor of, or otherwise support directly or indirectly support any plan of reorganization or similar other dispositive restructuring plan that unless such plan (i) satisfies the Priority Obligations in full in cash or (ii) such plan is inconsistent with proposed or supported by the priorities or other provisions number of this Agreement. veach class of Priority Claimholders required under Section 1126(c) If, in any Insolvency or Liquidation Proceeding involving a Grantor, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed or reinstated (in whole or in part) pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations, then, to the extent the debt obligations distributed on account of the Revolving Credit Obligations and on account of the Fixed Asset Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligationsBankruptcy Code.