US AGENT, EACH REPRESENTATIVE FOR THE OTHER CREDITORS,
THE ADDITIONAL SENIOR SECURED NOTES TRUSTEE AND THE FIRST LIEN CREDITORS AGREE
(OR SHALL AGREE) TO PROVIDE UPON REQUEST OF THE COLLATERAL AGENT) OF THE
OUTSTANDING OBLIGATIONS (AND TYPE OF OBLIGATIONS) OWED TO THE BANK LENDER
CREDITORS, THE OTHER CREDITORS OR THE JUNIOR FIRST LIEN CREDITORS, AS THE CASE
MAY BE.
UNLESS IT HAS ACTUAL KNOWLEDGE (INCLUDING BY WAY OF WRITTEN NOTICE FROM
A BANK LENDER CREDITOR OR AN OTHER CREDITOR) TO THE CONTRARY, THE US AGENT AND
EACH REPRESENTATIVE, IN FURNISHING INFORMATION PURSUANT TO THE PRECEDING
SENTENCE, AND THE COLLATERAL AGENT, IN ACTING HEREUNDER, SHALL BE ENTITLED TO
ASSUME THAT NO SENIOR FIRST LIEN SECONDARY OBLIGATIONS ARE OUTSTANDING.
UNLESS
IT HAS ACTUAL KNOWLEDGE (INCLUDING BY WAY OF WRITTEN NOTICE FROM AN OTHER
CREDITOR) TO THE CONTRARY, THE COLLATERAL AGENT, IN ACTING HEREUNDER, SHALL BE
ENTITLED TO ASSUME THAT NO HEDGE AGREEMENTS ARE IN EXISTENCE.
4.
RELATIVE ACKNOWLEDGMENT/PRIORITIES OF SECURITY INTERESTS AND
LIENS.
(A)
EACH OF THE FIRST LIEN CREDITORS ACKNOWLEDGES AND AGREES (X) TO
THE RELATIVE PRIORITIES AS TO THE COLLATERAL (AND THE APPLICATION OF THE
PROCEEDS THEREFROM) AS PROVIDED IN THIS AGREEMENT AND ACKNOWLEDGES AND AGREES
THAT SUCH PRIORITIES (AND THE APPLICATION OF THE PROCEEDS FROM THE COLLATERAL)
SHALL NOT BE AFFECTED OR IMPAIRED IN ANY MANNER WHATSOEVER INCLUDING, WITHOUT
LIMITATION, ON ACCOUNT OF (I) THE INVALIDITY, IRREGULARITY, DIMINUTION IN VALUE
OR UNENFORCEABILITY OF ALL OR ANY PART OF ANY SECURED DEBT AGREEMENT OR ANY OF
THE OBLIGATIONS THEREUNDER, (II) THE ACTUAL DATE AND TIME OF EXECUTION,
DELIVERY, RECORDING, FILING OR PERFECTION OF ANY SECURITY INTERESTS IN THE
COLLATERAL, (III) ANY NONPERFECTION OF ANY LIEN PURPORTEDLY SECURING ANY OF THE
OBLIGATIONS, (IV) ANY AMENDMENT, CHANGE OR MODIFICATION OF ANY SECURED DEBT
AGREEMENT OR (V) ANY IMPAIRMENT, MODIFICATION, CHANGE, EXCHANGE, RELEASE OR
SUBORDINATION OF OR LIMITATION ON, ANY LIABILITY OF, OR STAY OF ACTIONS OR LIEN
ENFORCEMENT PROCEEDINGS AGAINST, ANY US CREDIT PARTY, ITS PROPERTY, OR ITS
ESTATE IN BANKRUPTCY RESULTING FROM ANY BANKRUPTCY, ARRANGEMENT, READJUSTMENT,
COMPOSITION, LIQUIDATION, REHABILITATION, SIMILAR PROCEEDING OR OTHERWISE
INVOLVING OR AFFECTING ANY US CREDIT PARTY, AND (Y) THAT THE PROVISIONS OF THE
US SECURITY AGREEMENT DO NOT REQUIRE THE US CREDIT PARTIES TO TAKE CERTAIN
ACTIONS TO PERFECT A SECURITY INTEREST IN CERTAIN COLLATERAL THAT MAY NOT BE
PERFECTED BY FILING A UCC FINANCING STATEMENT.
(B)
EACH OF THE FIRST LIEN CREDITORS HEREBY AGREES NOT TO CHALLENGE OR
QUESTION IN ANY PROCEEDING THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR
ANY SECURITY DOCUMENT (OR ANY OBLIGATIONS SECURED THEREUNDER) (IN EACH CASE AS A
WHOLE OR IN PART OR ANY TERM OR PROVISION CONTAINED THEREIN) OR THE VALIDITY OF
ANY LIEN, MORTGAGE OR FINANCING STATEMENT IN FAVOR OF THE COLLATERAL AGENT FOR
THE BENEFIT OF THE RESPECTIVE FIRST LIEN CREDITORS AS PROVIDED IN THE RESPECTIVE
SECURITY DOCUMENT, OR THE RELATIVE PRIORITY OF ANY SUCH LIEN.
(C)
IF ANY FIRST LIEN CREDITOR SHALL ACQUIRE BY INDEMNIFICATION,
SUBROGATION, CONTRACT OR OTHERWISE (INCLUDING PURSUANT TO THE SECURITY
DOCUMENTS), ANY LIEN,