Common use of Separate Grants of Security and Separate Classifications; Plans of Reorganization Clause in Contracts

Separate Grants of Security and Separate Classifications; Plans of Reorganization. (a) Each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party, acknowledges and agrees that (i) the grants of Liens pursuant to the First-Priority Collateral Documents and the Second-Priority Collateral Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Second-Priority Obligations are fundamentally different from the First-Priority Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First-Priority Secured Parties and the Second-Priority Secured Parties in respect of the Common Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Common Collateral (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the Second-Priority Secured Parties), the First-Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees and expenses (whether or not allowed or allowable) before any distribution is made in respect of the Second-Priority Obligations, with each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party, hereby acknowledging and agreeing to turn over to the First-Priority Collateral Agent amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second-Priority Secured Parties. (b) Each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party (whether in the capacity of a secured creditor or an unsecured creditor) shall not propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization that is inconsistent with the priorities or other provisions of this Agreement other than with the prior written consent of the First-Priority Collateral Agent.

Separate Grants of Security and Separate Classifications; Plans of Reorganization. (a) Each Second-Second Priority Representative, for itself and on behalf of each applicable Second-Second Priority Secured PartyParty under its Second Priority Debt Facility, acknowledges and agrees that (i) the grants of Liens pursuant to the First-Senior Priority Collateral Documents and the Second-Second Priority Collateral Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Shared Collateral, the Second-Second Priority Obligations are fundamentally different from the First-Senior Priority Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the any claims of the First-Senior Priority Secured Parties and the Second-Second Priority Secured Parties in respect of the Common Shared Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then each Second-Second Priority Representative, for itself and on behalf of each applicable Second-Second Priority Secured PartyParty under its Second Priority Debt Facility, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Common Shared Collateral (with the effect being that, to the extent that the aggregate value of the Common Shared Collateral is sufficient (for this purpose ignoring all claims held by the Second-Second Priority Secured Parties), the First-Senior Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees and expenses interest (whether or not allowed or allowable) before any distribution is made in respect of the Second-Second Priority Obligations, with each Second-Second Priority Representative, for itself and on behalf of each applicable Second-Second Priority Secured PartyParty under its Second Priority Debt Facility, hereby acknowledging and agreeing to turn over to the First-Designated Senior Priority Collateral Agent Representative amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second-Second Priority Secured Parties). (b) Each Second-Second Priority Representative, for itself and on behalf of each applicable Second-other Second Priority Secured Party under its Second Priority Debt Facility (whether in the capacity of a secured creditor or an unsecured creditor) shall not propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization that is inconsistent with the priorities or other provisions of this Agreement other than with the prior written consent of the First-Designated Senior Priority Collateral AgentRepresentative.

Separate Grants of Security and Separate Classifications; Plans of Reorganization. (a) Each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, acknowledges and agrees that (ia) the grants of Liens pursuant to the First-Priority Senior Collateral Documents and the Second-Junior Priority Collateral Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Shared Collateral, the Second-Junior Priority Debt Obligations are fundamentally different from the First-Priority Senior Obligations and must be separately classified in any plan of reorganization proposed or similar dispositive restructuring plan proposed, confirmed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the any claims of the First-Priority Senior Secured Parties and the Second-Junior Priority Secured Debt Parties in respect of the Common Shared Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Common Shared Collateral (with the effect being that, to the extent that the aggregate value of the Common Shared Collateral is sufficient (for this purpose ignoring all claims held by the Second-Junior Priority Secured Debt Parties), the First-Priority Senior Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees fees, and expenses (whether or not allowed or allowable) before any distribution is made from the Shared Collateral in respect of the Second-Junior Priority Debt Obligations, with each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, hereby acknowledging and agreeing to turn over to the First-Priority Collateral Agent Designated Senior Representative amounts otherwise received or receivable by them from the Shared Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second-Junior Priority Secured Debt Parties. (b) Each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party (whether in the capacity of a secured creditor or an unsecured creditor) shall not propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization that is inconsistent with the priorities or other provisions of this Agreement other than with the prior written consent of the First-Priority Collateral Agent.

Separate Grants of Security and Separate Classifications; Plans of Reorganization. (a) Each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, acknowledges and agrees that (ia) the grants of Liens pursuant to the First-Priority Senior Collateral Documents and the Second-Junior Priority Collateral Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Shared Collateral, the Second-Junior Priority Debt Obligations are fundamentally different from the First-Priority Senior Obligations and must be separately classified in any plan of reorganization proposed or similar dispositive restructuring plan proposed, confirmed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the any claims of the First-Priority Senior Secured Parties and the Second-Junior Priority Secured Debt Parties in respect of the Common Shared Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Common Shared Collateral (with the effect being that, to the extent that the aggregate value of the Common Shared Collateral is sufficient (for this purpose ignoring all claims held by the Second-Junior Priority Secured Debt Parties), the First-Priority Senior Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees fees, and expenses (whether or not allowed or allowable) before any distribution is made from the Shared Collateral in respect of the Second-Junior Priority Debt Obligations, with each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, hereby acknowledging and agreeing to turn over to the First-Priority Collateral Agent Designated Senior Representative amounts otherwise received or receivable by them from the Shared Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second-Junior Priority Secured Debt Parties. (b) Each Second-Junior Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Debt Party (whether in the capacity of a secured creditor or an unsecured creditorcreditor in accordance with Section 506(a) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) shall not propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization or similar dispositive restructuring plan that is inconsistent with the priorities or other provisions terms of this Agreement other than with unless such plan is proposed or supported by the prior written consent number of Senior Secured Parties required under Section 1126(c) of the First-Priority Collateral AgentBankruptcy Code or any similar provision or any other Bankruptcy Law.

Separate Grants of Security and Separate Classifications; Plans of Reorganization. (a) Each Second-Second Priority Representative, for itself and on behalf of each applicable Second-Second Priority Secured PartyParty under its Second Priority Facility, acknowledges and agrees that (i) the grants of Liens pursuant to the First-Senior Priority Collateral Documents and the Second-Second Priority Collateral Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Collateral, the Second-Second Priority Obligations with respect to any Collateral are fundamentally different from the First-Senior Priority Obligations with respect to such Collateral and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the any claims of the First-Senior Priority Secured Parties and the Second-Second Priority Secured Parties in respect of the Common any Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then each Second-Second Priority RepresentativeRepresentative with respect to such Collateral, for itself and on behalf of each applicable Second-Second Priority Secured PartyParty under its Second Priority Facility, hereby acknowledges and agrees that all distributions in respect of such Collateral shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Common such Collateral (with the effect being that, to the extent that the aggregate value of the Common such Collateral is sufficient (for this purpose ignoring all claims held by the Second-Second Priority Secured PartiesParties with respect to such Collateral), the First-Senior Priority Secured Parties with respect to such Collateral shall be entitled to receivereceive the entire amount of the ABL Obligations or Term Obligations, in addition to amounts distributed to them as applicable, before any distribution in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees and expenses (whether or not allowed or allowable) before any distribution such Collateral is made in respect of the Second-Second Priority ObligationsObligations with respect to such Collateral, with each Second-Second Priority Representative, for itself and on behalf of each applicable Second-Second Priority Secured PartyParty under its Second Priority Facility, hereby acknowledging and agreeing to turn over to the First-Designated Senior Priority Collateral Agent Representative amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second-Second Priority Secured Parties). (b) Each Second-Priority Representative, for itself and on behalf of each applicable Second-Second Priority Secured Party (whether in the capacity of a secured creditor or an unsecured creditor) shall not propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization that is inconsistent with the priorities or other provisions of this Agreement other than with the prior written consent of the First-Designated Senior Priority Collateral AgentRepresentative.

Separate Grants of Security and Separate Classifications; Plans of Reorganization. (a) Each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, acknowledges and agrees that (ia) the grants of Liens pursuant to the First-Priority Senior Collateral Documents and the Second-Junior Priority Collateral Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Shared Collateral, the Second-Junior Priority Debt Obligations are fundamentally different from the First-Priority Senior Obligations and must be separately classified in any plan of reorganization proposed or similar dispositive restructuring plan proposed, confirmed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the any claims of the First-Priority Senior Secured Parties and the Second-Junior Priority Secured Debt Parties in respect of the Common Shared Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Common Shared Collateral (with the effect being that, to the extent that the aggregate value of the Common Shared Collateral is sufficient (for this purpose ignoring all claims held by the Second-Junior Priority Secured Debt Parties), the First-Priority Senior Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees fees, and expenses (whether or not allowed or allowable) before any distribution is made from the Shared Collateral in respect of the Second-Junior Priority Debt Obligations, with each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, hereby acknowledging and agreeing to turn over to the First-Priority Collateral Agent Senior Representative amounts otherwise received or receivable by them from the Shared Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second-Junior Priority Secured Debt Parties. (b) Each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party (whether in the capacity of a secured creditor or an unsecured creditor) shall not propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization that is inconsistent with the priorities or other provisions of this Agreement other than with the prior written consent of the First-Priority Collateral Agent.

Separate Grants of Security and Separate Classifications; Plans of Reorganization. (a) Each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, acknowledges and agrees that (ia) the grants of Liens pursuant to the First-Priority Senior Collateral Documents and the Second-Junior Priority Collateral Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Shared Collateral, the Second-Junior Priority Debt Obligations are fundamentally different from the First-Priority Senior Obligations and must be separately classified in any plan of reorganization proposed or similar dispositive restructuring plan proposed, confirmed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the any claims of the First-Priority Senior Secured Parties and the Second-Junior Priority Secured Debt Parties in respect of the Common Shared Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Common Shared Collateral (with the effect being that, to the extent that the aggregate value of the Common Shared Collateral is sufficient (for this purpose ignoring all claims held by the Second-Junior Priority Secured Debt Parties), the First-Priority Senior Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees fees, and expenses (whether or not allowed or allowable) before any distribution is made from the Shared Collateral in respect of the Second-Junior Priority Debt Obligations, with each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, hereby acknowledging and agreeing to turn over to the First-Priority Collateral Agent Designated Senior Representative amounts otherwise received or receivable by them from the Shared Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second-Junior Priority Secured Debt Parties. (ba) Each Second-Junior Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Debt Party (whether in the capacity of a secured creditor or an unsecured creditorcreditor in accordance with Section 506(a) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) shall not propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization or similar dispositive restructuring plan that is inconsistent with the priorities or other provisions terms of this Agreement other than with unless such plan is proposed or supported by the prior written consent number of Senior Secured Parties required under Section 1126(c) of the First-Priority Collateral AgentBankruptcy Code or any similar provision or any other Bankruptcy Law.

Separate Grants of Security and Separate Classifications; Plans of Reorganization. (a) Each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, acknowledges and agrees that (ia) the grants of Liens pursuant to the First-Priority Senior Collateral Documents and the Second-Junior Priority Collateral Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Shared Collateral, the Second-Junior Priority Debt Obligations are fundamentally different from the First-Priority Senior Obligations and must be separately classified in any plan of reorganization proposed or similar dispositive restructuring plan proposed, confirmed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the any claims of the First-Priority Senior Secured Parties and the Second-Junior Priority Secured Debt Parties in respect of the Common Shared Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Common Shared Collateral (with the effect being that, to the extent that the aggregate value of the Common Shared Collateral is sufficient (for this purpose ignoring all claims held by the Second-Junior Priority Secured Debt Parties), the First-Priority Senior Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees fees, and expenses (whether or not allowed or allowable) before any distribution is made from the Shared Collateral in respect of the Second-Junior Priority Debt Obligations, with each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, hereby acknowledging and agreeing to turn over to the First-Priority Collateral Agent Senior Representative amounts otherwise received or receivable by them from the Shared Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second-Junior Priority Secured Debt Parties. (b) Each Second-Junior Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Debt Party (whether in the capacity of a secured creditor or an unsecured creditorcreditor in accordance with Section 506(a) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) shall not propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization or similar dispositive restructuring plan that is inconsistent with the priorities or other provisions terms of this Agreement other than with unless such plan is proposed or supported by the prior written consent number of Senior Secured Parties required under Section 1126(c) of the First-Priority Collateral AgentBankruptcy Code or any similar provision or any other Bankruptcy Law.

Separate Grants of Security and Separate Classifications; Plans of Reorganization. (a) Each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, acknowledges and agrees that (ia) the grants of Liens pursuant to the First-Priority Senior Collateral Documents and the Second-Junior Priority Collateral Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Shared Collateral, the Second-Junior Priority Debt Obligations are fundamentally different from the First-Priority Senior Obligations and must be separately classified in any plan of reorganization proposed or similar dispositive restructuring plan proposed, confirmed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the any claims of the First-Priority Senior Secured Parties and the Second-Junior Priority Secured Debt Parties in respect of the Common Shared Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Common Shared Collateral (with the effect being that, to the extent that the aggregate value of the Common Shared Collateral is sufficient (for this purpose ignoring all claims held by the Second-Junior Priority Secured Debt Parties), the First-Priority Senior Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees fees, and expenses (whether or not allowed or allowable) before any distribution is made from the Shared Collateral in respect of the Second-Junior Priority Debt Obligations, with each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, hereby acknowledging and agreeing to turn over to the First-Priority Collateral Agent Senior Representative amounts otherwise received or receivable by them from the Shared Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second-Junior Priority Secured Debt Parties. (ba) Each Second-Junior Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Debt Party (whether in the capacity of a secured creditor or an unsecured creditorcreditor in accordance with Section 506(a) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) shall not propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization or similar dispositive restructuring plan that is inconsistent with the priorities or other provisions terms of this Agreement other than with unless such plan is proposed or supported by the prior written consent number of Senior Secured Parties required under Section 1126(c) of the First-Priority Collateral AgentBankruptcy Code or any similar provision or any other Bankruptcy Law.

Separate Grants of Security and Separate Classifications; Plans of Reorganization. (a) Each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, acknowledges and agrees that (ia) the grants of Liens pursuant to the First-Priority Senior Collateral Documents and the Second-Junior Priority Collateral Documents constitute two separate and distinct grants of Liens and (iib) because of, among other things, their differing rights in the Common Shared Collateral, the Second-Junior Priority Debt Obligations are fundamentally different from the First-Priority Senior Obligations and must be separately classified in any plan of reorganization proposed or similar dispositive restructuring plan proposed, confirmed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the any claims of the First-Priority Senior Secured Parties and the Second-Junior Priority Secured Debt Parties in respect of the Common Shared Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Common Shared Collateral (with the effect being that, to the extent that the aggregate value of the Common Shared Collateral is sufficient (for this purpose ignoring all claims held by the Second-Junior Priority Secured Debt Parties), the First-Priority Senior Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees fees, and expenses (whether or not allowed or allowable) before any distribution is made from the Shared Collateral in respect of the Second-Junior Priority Debt Obligations), with each Second-Priority Junior Representative, for itself and on behalf of each applicable Second-Junior Priority Secured PartyDebt Party under its Junior Priority Debt Facility, hereby acknowledging and agreeing to turn over to the First-Priority Collateral Agent Senior Representative amounts otherwise received or receivable by them from the Shared Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second-Junior Priority Secured Debt Parties. (b) . Each Second-Junior Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Debt Party (whether in the capacity of a secured creditor or an unsecured creditorcreditor in accordance with Section 506(a) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law) shall not propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization or similar dispositive restructuring plan that is inconsistent with the priorities or other provisions terms of this Agreement other than with unless such plan is proposed or supported by the prior written consent number of Senior Secured Parties required under Section 1126(c) of the First-Priority Collateral AgentBankruptcy Code or any similar provision or any other Bankruptcy Law.

Separate Grants of Security and Separate Classifications; Plans of Reorganization. (a) Each Second-Second Priority Representative, for itself and on behalf of each applicable Second-Second Priority Secured PartyParty under its Second Priority Debt Facility, acknowledges and agrees that (i) the grants of Liens pursuant to the First-Senior Priority Collateral Documents and the Second-Second Priority Collateral Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Common Shared Collateral, the Second-Second Priority Obligations are fundamentally different from the First-Senior Priority Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the any claims of the First-Senior Priority Secured Parties and the Second-Second Priority Secured Parties in respect of the Common Shared Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then each Second-Second Priority Representative, for itself and on behalf of each applicable Second-Second Priority Secured PartyParty under its Second Priority Debt Facility, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Common Shared Collateral (with the effect being that, to the extent that the aggregate value of the Common Shared Collateral is sufficient (for this purpose ignoring all claims held by the Second-Second Priority Secured Parties), the First-Senior Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees and expenses interest (whether or not allowed or allowable) before any distribution is made in respect of the Second-Second Priority Obligations, with each Second-Second Priority Representative, for itself and on behalf of each applicable Second-Second Priority Secured PartyParty under its Second Priority Debt Facility, hereby acknowledging and agreeing to turn over to the First-Designated Senior Priority Collateral Agent Representative amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second-Second Priority Secured Parties). (b) Each Second-Second Priority Representative, for itself and on behalf of each applicable Second-Second Priority Secured Party under its Second Priority Debt Facility (whether in the capacity of a secured creditor or an unsecured creditor) shall not propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization that is inconsistent with the priorities or other provisions of this Agreement other than with the prior written consent of the First-Designated Senior Priority Collateral AgentRepresentative.