THE COLLATERAL,
ACTIONS WITH RESPECT TO THE OCCURRENCE OF AN EVENT OF DEFAULT, ACTIONS WITH
RESPECT TO THE FORECLOSURE UPON, SALE, RELEASE, OR DEPRECIATION OF, OR FAILURE
TO REALIZE UPON, ANY OF THE SECURITY FOR THE OBLIGATIONS AND ACTIONS WITH
RESPECT TO THE COLLECTION OF ANY CLAIM FOR ALL OR ANY PART OF THE OBLIGATIONS
FROM ANY ACCOUNT DEBTOR, GUARANTOR OR ANY OTHER PARTY) WITH RESPECT TO THE
RESPECTIVE SECURED DEBT AGREEMENTS OR ANY OTHER AGREEMENT RELATED THERETO OR TO
THE COLLECTION OF THE OBLIGATIONS OR THE VALUATION, USE, PROTECTION OR RELEASE
OF THE SECURITY FOR THE OBLIGATIONS, (II) THE COLLATERAL AGENT'S OR THE OTHER
SENIOR FIRST LIEN CREDITORS' ELECTION, IN ANY PROCEEDING INSTITUTED UNDER THE
BANKRUPTCY CODE, OF THE APPLICATION OF SECTION 1111(B) OF THE BANKRUPTCY CODE
AND/OR (III) ANY BORROWING OF, OR GRANT OF A SECURITY INTEREST OR ADMINISTRATIVE
EXPENSE PRIORITY UNDER SECTION 364 OF THE BANKRUPTCY CODE TO, ANY CREDIT PARTY
AS DEBTOR-IN-POSSESSION.
8.
NATURE OF OBLIGATIONS; POST-PETITION INTEREST.
EACH JUNIOR FIRST
LIEN CREDITOR HEREBY ACKNOWLEDGES AND AGREES THAT (I) THE JUNIOR FIRST LIEN
CREDITORS' CLAIMS AGAINST THE US CREDIT PARTIES IN RESPECT OF THE COLLATERAL
CONSTITUTE JUNIOR AND SUBORDINATED CLAIMS SEPARATE AND APART (AND OF A DIFFERENT
CLASS) FROM THE CLAIMS OF THE SENIOR FIRST LIEN CREDITORS AGAINST THE US CREDIT
PARTIES IN RESPECT OF THE COLLATERAL AND (II) THE SENIOR FIRST LIEN OBLIGATIONS
INCLUDE ALL INTEREST THAT ACCRUES AFTER THE COMMENCEMENT OF ANY CASE, PROCEEDING
OR OTHER ACTION RELATING TO THE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR
SIMILAR PROCEEDING OF ANY US CREDIT PARTY AT THE RATE PROVIDED FOR IN THE
RESPECTIVE SECURED DEBT AGREEMENTS GOVERNING THE SAME, WHETHER OR NOT A CLAIM
FOR POST-PETITION INTEREST IS ALLOWED IN ANY SUCH CASE, PROCEEDING OR OTHER
11
ACTION OR UNDER APPLICABLE LAW.
TO FURTHER EFFECTUATE THE INTENT OF THE PARTIES
AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THE SENIOR FIRST LIEN
CREDITORS 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 AT THE RELEVANT CONTRACT RATE
(EVEN THOUGH SUCH CLAIMS MAY OR MAY NOT BE ALLOWED IN WHOLE OR IN PART IN THE
RESPECTIVE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR SIMILAR PROCEEDING OR UNDER
APPLICABLE LAW) BEFORE ANY DISTRIBUTION IS MADE IN RESPECT OF THE CLAIMS HELD BY
THE JUNIOR FIRST LIEN CREDITORS, WITH EACH JUNIOR FIRST LIEN CREDITOR HEREBY
ACKNOWLEDGING AND AGREEING TO TURN OVER TO THE SENIOR FIRST LIEN CREDITORS ALL
AMOUNTS OTHERWISE RECEIVED OR RECEIVABLE BY IT TO THE EXTENT NEEDED TO
EFFECTUATE THE INTENT OF THIS SENTENCE EVEN IF SUCH TURN-OVER OF AMOUNTS HAS THE
EFFECT OF REDUCING THE AMOUNT OF THE CLAIM OF THE JUNIOR FIRST LIEN CREDITORS.
9.
DEFINITIONS.
THE FOLLOWING TERMS SHALL HAVE THE MEANINGS HEREIN
SPECIFIED.
SUCH DEFINITIONS SHALL BE EQUALLY APPLICABLE TO THE SINGULAR AND
PLURAL FORMS OF THE TERMS DEFINED.
"Additional Senior Secured Noteholders" shall have the meaning provided in the
recitals to this Agreement.
"Additional Senior Secured Notes"