Each Tranche A-1 Secured Party hereby agrees that such Tranche A-1 Secured Party shall not propose or support any Plan that is inconsistent with the priorities set forth in the Loan Agreement (including this Schedule 14 to the Loan Agreement) unless consented to by the Agent and the Tranche A Lenders holding two-thirds in amount of the Tranche A Claims.  In addition, (A) each Tranche A-1 Secured Party agrees that, in any Insolvency Proceeding, it shall not vote with respect to any Plan or proposal or take any other action to contest (or support any other Person contesting) (i) the priority, perfection or validity of any Lien held by the Agent, the Tranche A Claims or any Collateral or guarantees thereof or (ii) any of the Agent’s or any Secured Party’s obligations and agreements set forth in this Schedule 14 to the Loan Agreement and (B) each Tranche A Secured Party agrees that, in any Insolvency Proceeding, it shall not take any other action to contest (or support any other Person contesting) (i) the priority, perfection or validity of any Lien held by the Agent, the Tranche A-1 Claims or any Collateral or guarantees thereof or (ii) any of the Agent’s or any Secured Party’s obligations and agreements set forth in this Schedule 14 to the Loan Agreement.