ESTATE, RIGHT OR
8
OTHER INTEREST IN, OR POSSESSION OR CONTROL OF, ANY OF THE ASSETS OF ANY US
CREDIT PARTY THAT WOULD OTHERWISE CONSTITUTE COLLATERAL TO SECURE (OR PROVIDING
SECURITY FOR) THE RESPECTIVE OBLIGATIONS OWED TO SUCH FIRST LIEN CREDITOR, THAT
LIEN, ESTATE, RIGHT OR OTHER INTEREST SHALL, AND ANY SUCH POSSESSION OR CONTROL
SHALL, BE HELD FOR THE BENEFIT OF THE SECURED CREDITORS UNDER THE APPLICABLE
SECURITY DOCUMENTS AND SHALL BE SUBJECT TO THE RELATIVE PRIORITIES SET FORTH IN
SUCH SECURITY DOCUMENTS AND IN THIS AGREEMENT.
5.
SHARING ARRANGEMENTS.
(A)
THE FIRST LIEN CREDITORS HEREBY AGREE THAT THE PROVISIONS OF THIS
AGREEMENT WITH RESPECT TO ALLOCATIONS AND DISTRIBUTIONS OF PROCEEDS OF THE
COLLATERAL SHALL PREVAIL NOTWITHSTANDING ANY EVENT OR CIRCUMSTANCE, INCLUDING,
WITHOUT LIMITATION, IN THE EVENT THAT, THROUGH THE OPERATION OF ANY BANKRUPTCY,
REORGANIZATION, INSOLVENCY OR OTHER LAWS OR OTHERWISE, ANY OF THE SENIOR FIRST
LIEN CREDITORS' SECURITY INTEREST IN THE COLLATERAL IS AVOIDED IN WHOLE OR IN
PART FOR ANY REASON OR IS ENFORCED WITH RESPECT TO SOME, BUT NOT ALL, OF THE
SENIOR FIRST LIEN OBLIGATIONS THEN OUTSTANDING.
(B)
THE FIRST LIEN CREDITORS AGREE THAT NONE OF THEM SHALL BE ENTITLED
TO BENEFIT FROM ANY AVOIDANCE ACTION AFFECTING OR OTHERWISE RELATING TO ANY
DISTRIBUTION OR ALLOCATION MADE IN ACCORDANCE WITH THIS AGREEMENT, WHETHER BY
PREFERENCE OR OTHERWISE, IT BEING UNDERSTOOD AND AGREED THAT THE BENEFIT OF ANY
SUCH AVOIDANCE ACTION OTHERWISE ALLOCABLE TO THEM SHALL INSTEAD BE ALLOCATED AND
TURNED OVER FOR APPLICATION IN ACCORDANCE WITH THE PRIORITIES SET FORTH IN THIS
AGREEMENT.
(C)
IN THE EVENT THAT ANY PAYMENT OR DISTRIBUTION SHALL BE RECEIVED BY
ANY FIRST LIEN CREDITOR IN A MANNER THAT IS INCONSISTENT WITH THE PROVISIONS OF
SECTION 3 HEREOF, SUCH PAYMENT OR DISTRIBUTION SHALL BE HELD BY THE RESPECTIVE
FIRST LIEN CREDITOR FOR THE BENEFIT OF, AND SHALL BE PAID OVER OR DELIVERED TO,
THE RESPECTIVE FIRST LIEN CREDITORS ENTITLED THERETO FOR APPLICATION TO SUCH
ENTITLED FIRST LIEN CREDITORS' OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, 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
DOCUMENTATION FOR SUCH OBLIGATIONS, WHETHER OR NOT A CLAIM FOR POST-PETITION
INTEREST IS ALLOWED IN ANY SUCH CASE, PROCEEDING OR OTHER ACTION OR UNDER
APPLICABLE LAW) IN ACCORDANCE WITH SECTION 3 HEREOF.
6.
PROVISIONS IN THE EVENT OF INSOLVENCY PROCEEDINGS.
WITHOUT
LIMITING THE OTHER PROVISIONS OF THIS AGREEMENT, UPON THE COMMENCEMENT OF A CASE
UNDER THE BANKRUPTCY CODE BY OR AGAINST ANY US CREDIT PARTY:
(A)
THIS AGREEMENT AND THE SECURITY DOCUMENTS SHALL REMAIN IN FULL
FORCE AND EFFECT AND ENFORCEABLE PURSUANT TO THEIR RESPECTIVE TERMS IN
ACCORDANCE WITH SECTION 510(A) OF THE BANKRUPTCY CODE, AND ALL REFERENCES HEREIN
TO SUCH US CREDIT PARTY SHALL BE DEEMED TO APPLY TO SUCH ENTITY AS
DEBTOR-IN-POSSESSION AND TO ANY TRUSTEE IN BANKRUPTCY FOR THE ESTATE OF SUCH
ENTITY.
(B)
IN ANY SUCH CASE UNDER