ANY PLAN OF REORGANIZATION PROPOSED OR ADOPTED
IN AN INSOLVENCY OR LIQUIDATION PROCEEDING (OTHER THAN ANY SUCH PLAN OF
REORGANIZATION THAT PROVIDES FOR THE PAYMENT IN FULL AND IN CASH OF THE
AGGREGATE PRINCIPAL AMOUNT OF (AND ACCRUED INTEREST, FEES, PREMIUMS AND EXPENSES
UNDER) THE TERM LOAN CREDIT OBLIGATIONS, THE REVOLVING CREDIT OBLIGATIONS AND
PERMITTED NOTES OBLIGATIONS).
TO FURTHER EFFECTUATE THE INTENT OF THE PARTIES
AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, IF IT IS HELD THAT THE CLAIMS
OF ONE OR MORE OF THE TERM LOAN CREDIT SECURED PARTIES, REVOLVING CREDIT SECURED
PARTIES AND THE PERMITTED NOTES SECURED PARTIES OR ANY OF THEM IN RESPECT OF ANY
ABL COLLATERAL OR NON-ABL COLLATERAL CONSTITUTE ONLY ONE SECURED CLAIM (RATHER
THAN SEPARATE CLASSES OF SECURED CLAIMS), THEN EACH OF THE PARTIES HERETO HEREBY
ACKNOWLEDGES AND AGREES THAT, AS SET FORTH IN SECTION 2.01 AND AS CONTEMPLATED
BY SECTION 4.01, ALL DISTRIBUTIONS SHALL BE MADE AS IF THERE WERE SEPARATE
CLASSES OF SECURED CLAIMS AGAINST THE GRANTORS IN RESPECT OF SUCH ABL COLLATERAL
OR NON-ABL COLLATERAL (WITH THE EFFECT BEING THAT, TO THE EXTENT THAT THE
AGGREGATE VALUE OF SUCH ABL COLLATERAL OR NON-ABL COLLATERAL IS SUFFICIENT (FOR
THIS PURPOSE IGNORING ALL CLAIMS HELD BY THE JUNIOR SECURED PARTIES), THE
CONTROLLING SECURED PARTIES SHALL BE ENTITLED TO RECEIVE, IN ADDITION TO AMOUNTS
OTHERWISE 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 (INCLUDING ANY ADDITIONAL INTEREST PAYABLE PURSUANT TO THE APPLICABLE
PRIOR CREDIT DOCUMENTS ARISING FROM OR RELATED TO A DEFAULT) THAT ARE DISALLOWED
AS A CLAIM IN ANY INSOLVENCY OR LIQUIDATION PROCEEDING BEFORE ANY DISTRIBUTION
IN RESPECT OF ABL COLLATERAL OR NON-ABL COLLATERAL, AS THE CASE MAY BE, IS MADE
IN RESPECT OF THE CLAIMS HELD BY THE JUNIOR SECURED PARTIES, WITH EACH JUNIOR
AGENT, FOR ITSELF AND ON BEHALF OF ITS RELATED SECURED PARTIES, HEREBY
ACKNOWLEDGING AND AGREEING TO TURN OVER TO (I) FIRST THE CONTROLLING AGENT, FOR
ITSELF AND ON BEHALF OF THE CONTROLLING SECURED PARTIES AND (II) SECOND,
FOLLOWING THE DISCHARGE OF OBLIGATIONS WITH RESPECT TO THE CONTROLLING AGENT,
THE RISING PRIOR AGENT (IF ANY) FOR ITSELF AND ON BEHALF OF SUCH RISING AGENT'S
RELATED SECURED PARTIES, AMOUNTS OTHERWISE RECEIVED OR RECEIVABLE BY THEM TO THE
EXTENT NECESSARY TO EFFECTUATE THE INTENT OF THIS SENTENCE (WITH RESPECT TO THE
PAYMENT OF POST-PETITION INTEREST, FEES AND EXPENSES), EVEN IF SUCH TURNOVER HAS
THE EFFECT OF REDUCING THE CLAIM OR RECOVERY OF THE JUNIOR SECURED PARTIES).
SECTION 6.08.
VOTING.
EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT
NO JUNIOR AGENT OR JUNIOR SECURED PARTY SHALL BE REQUIRED TO VOTE TO APPROVE ANY
PLAN OF REORGANIZATION WITH RESPECT TO ANY GRANTOR FOR ANY REASON OR TO AGREE
THAT ANY PROVISION OF ANY JUNIOR CREDIT DOCUMENT SHALL SURVIVE THE EFFECTIVENESS
OF ANY PLAN OF REORGANIZATION WITH RESPECT TO ANY GRANTOR IN AN INSOLVENCY OR
LIQUIDATION PROCEEDING.
40
SECTION 6.09.
APPLICATION.
THIS AGREEMENT SHALL BE APPLICABLE PRIOR