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Case 16-42529 Doc 108 Filed 04/14/16 Entered 04/14/16 17:28:56 Main Document <br />Pg 42 of 70 <br />(c) Second Lien Noteholder Section 507(b) Claim. The Second Lien Notes <br />Trustee, on behalf of itself and the Second Lien Noteholders, is hereby granted, subject to <br />the Fees Carve Out, the Bonding Carve Out, the DIP Superpriority Claims and the Senior <br />Lender 507(b) Adequate Protection Claims, a superpriority claim as provided for in <br />section 507(b) of the Bankruptcy Code, immediately junior to the Senior Lender 507(b) <br />Adequate Protection Claims and senior to all other superpriority claims (other than the <br />Fee Carve Out, Bonding Carve Out, the DIP Superpriority Claims, A/R Securitization <br />Facility Superpriority Claim (solely with respect to the Securitization Debtors) and the <br />Senior Lender 507(b) Adequate Protection Claims); provided that (i) notwithstanding <br />section 1129(a)(9)(A) of the Bankruptcy Code, a plan of reorganization in any of the <br />Cases may provide for the satisfaction of any Noteholder 507(b) Adequate Protection <br />Claims with consideration other than cash to the extent that Required Pre -Petition <br />Lenders agree to payment of any Senior Lender 507(b) Adequate Protection Claims in <br />consideration other than cash pursuant to such plan of reorganization, (ii) that the mix of <br />non-cash consideration used to satisfy any Noteholder 507(b) Adequate Protection <br />Claims shall be the same as the mix of non-cash consideration used to satisfy any Senior <br />Lender 507(b) Adequate Protection Claims unless the Required Second Lien Noteholders <br />consent to different treatment by accepting the proposed plan of reorganization and (iii) <br />unless otherwise expressly agreed to in writing by the DIP Agent, the Second Lien <br />Secured Parties shall not receive or retain any payments, property or other amounts in <br />respect of the superpriority claims under section 507(b) of the Bankruptcy Code granted <br />hereunder or under the Existing Credit Documents unless and until the DIP Obligations <br />have indefeasibly been paid in cash in full in accordance with the DIP Documents (the <br />42 <br />