Common use of Sharing Arrangements Clause in Contracts

Sharing Arrangements. (a) The Secured Creditors hereby agree that the provisions of the U.S. Pledge Agreement with respect to allocations, priorities and distributions of proceeds of the Intermediate Holdco 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 Secured Creditor’s security interest in the Intermediate Holdco Collateral is avoided in whole or in part or is enforced with respect to some, but not all, of the respective Obligations then outstanding. (b) The Secured 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 the Security Documents, 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 the U.S. Pledge Agreement. (c) In the event that any payment or distribution shall be received by any Secured Creditor in a manner that is inconsistent with the provisions of Section 9 of the U.S. Pledge Agreement, such payment or distribution shall be held by such Secured Creditor for the benefit of, and shall be paid over or delivered to, the respective Secured Creditors entitled thereto for application to such Secured 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 Pledgor 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 proceeding) in accordance with Section 9 of the U.S. Pledge Agreement.

Sharing Arrangements. (a) The Secured Creditors hereby agree that the provisions of the U.S. Pledge Agreement Security Documents with respect to allocations, priorities allocations and distributions of proceeds of the Intermediate Holdco 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 Secured Creditor’s prior creditors’ security interest in the Intermediate Holdco Collateral is avoided in whole or in part or is enforced with respect to some, but not all, of the respective Obligations then outstanding. (b) The Secured 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 the Security Documents, 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 the U.S. Pledge Agreementrespective Security Documents. (c) In the event that any payment or distribution shall be received by any Secured Creditor in a manner that is inconsistent with the provisions of Section 9 7.4 of the U.S. Pledge Security Agreement, such payment or distribution shall be held by such the respective Secured Creditor for the benefit of, and shall be paid over or delivered to, the respective Secured Creditors entitled thereto for application to such Secured 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 Pledgor Assignor 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 proceeding) in accordance with Section 9 7.4 of the U.S. Pledge Security Agreement.

Sharing Arrangements. (a) The Secured Creditors hereby agree that the provisions of the U.S. Pledge Agreement Security Documents with respect to allocations, priorities and distributions of proceeds of the Intermediate Holdco 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 Secured Creditor’s security interest in the Intermediate Holdco Collateral is avoided in whole or in part or is enforced with respect to some, but not all, of the respective Obligations then outstanding. (b) The Secured 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 the Security Documents, 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 the U.S. Pledge Agreementrespective Security Documents. (c) In the event that any payment or distribution shall be received by any Secured Creditor in a manner that is inconsistent with the provisions of Section 9 7.5 of the U.S. Pledge Security Agreement, such payment or distribution shall be held by such the respective Secured Creditor for the benefit of, and shall be paid over or delivered to, the respective Secured Creditors entitled thereto for application to such Secured 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 Pledgor Assignor 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 proceeding) in accordance with Section 9 7.5 of the U.S. Pledge Security Agreement.

Sharing Arrangements. (a) The Secured Creditors hereby agree that the provisions of the U.S. Pledge Agreement with respect to allocations, priorities and distributions of proceeds of the Intermediate Holdco 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 Secured Creditor’s security interest in the Intermediate Holdco Collateral is avoided in whole or in part or is enforced with respect to some, but not all, of the respective Obligations then outstanding. (b) The Secured 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 the Security Documents, 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 the U.S. Pledge Agreement. (c) In the event that any payment or distribution shall be received by any Secured Creditor in a manner that is inconsistent with the provisions of Section 9 of the U.S. Pledge Agreement, such payment or distribution shall be held by such Secured Creditor for the benefit of, and shall be paid over or delivered to, the respective Secured Creditors entitled thereto for application to such Secured Creditors’ Obligations (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcybank-ruptcy, insolvency, reorganization or similar proceeding of any Pledgor 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 proceeding) in accordance with Section 9 of the U.S. Pledge Agreement.

Sharing Arrangements. (a) The Secured Creditors hereby agree that the provisions of the U.S. Pledge Agreement Security Documents with respect to allocations, priorities allocations and distributions of proceeds of the Intermediate Holdco 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 Secured Creditor’s of the First Lien Creditors' security interest in the Intermediate Holdco Collateral is avoided in whole or in part for any reason or is enforced with respect to some, but not all, of the respective First Lien Obligations then outstanding. (b) The Secured 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 the Security Documents, 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 the U.S. Pledge Agreementrespective Security Documents. (c) In the event that any payment or distribution shall be received by any Secured Creditor in a manner that is inconsistent with the provisions of Section 9 7.4 of the U.S. Pledge Security Agreement, such payment or distribution shall be held by such the respective Secured Creditor for the benefit of, and shall be paid over or delivered to, the respective Secured Creditors entitled thereto for application to such Secured 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 Pledgor Assignor 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 proceeding) in accordance with Section 9 7.4 of the U.S. Pledge Security Agreement.

Sharing Arrangements. (a) The Secured First Lien Creditors hereby agree that the provisions of the U.S. Pledge this Agreement with respect to allocations, priorities allocations and distributions of proceeds of the Intermediate Holdco 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 Secured Creditor’s of the Senior First Lien Creditors’ security interest in the Intermediate Holdco Collateral is avoided in whole or in part for any reason or is enforced with respect to some, but not all, of the respective Senior First Lien Obligations then outstanding. (b) The Secured 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 the Security Documentsthis 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 the U.S. Pledge this Agreement. (c) In the event that any payment or distribution shall be received by any Secured First Lien Creditor in a manner that is inconsistent with the provisions of Section 9 of the U.S. Pledge Agreement3 hereof, such payment or distribution shall be held by such Secured the respective First Lien Creditor for the benefit of, and shall be paid over or delivered to, the respective Secured First Lien Creditors entitled thereto for application to such Secured 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 Pledgor U.S. 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 proceedingcase, proceeding or other action or under applicable law) in accordance with Section 9 of the U.S. Pledge Agreement3 hereof.

Sharing Arrangements. (a) The Secured Creditors Parties hereby agree that the provisions of the U.S. Pledge Agreement Security Documents with respect to allocations, priorities and distributions of proceeds of the Intermediate Holdco 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 Secured CreditorParty’s security interest in the Intermediate Holdco Collateral is avoided in whole or in part or is enforced with respect to some, but not all, of the respective Obligations then outstanding. (b) The Secured Creditors Parties 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 the Security Documents, 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 Article VIII of the U.S. Pledge Security Agreement. (c) In the event that any payment or distribution shall be received by any Secured Creditor Party in a manner that is inconsistent with the provisions of Section 9 Article VIII of the U.S. Pledge Security Agreement, such payment or distribution shall be held by such the respective Secured Creditor Party for the benefit of, and shall be paid over or delivered to, the respective Secured Creditors entitled thereto Collateral Agent for application to such the Secured CreditorsParties’ Secured 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 Pledgor Grantor at the rate provided for in the respective documentation for such ObligationsSecured Debt Documents, whether or not a claim for post-petition interest is allowed in any such proceeding) in accordance with Section 9 Article VIII of the U.S. Pledge Security Agreement.

Sharing Arrangements. (a) The Second Priority Collateral Trustees for themselves and on behalf of the Second Priority Representatives and Second Priority Secured Creditors Holders hereby agree that the provisions of the U.S. Pledge Agreement First Priority Collateral Documents with respect to allocations, priorities allocations and distributions of proceeds of the Intermediate Holdco 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 Liens of the First Priority Secured Creditor’s security interest Holders in the Intermediate Holdco Collateral is avoided in whole or in part for any reason or is enforced with respect to some, but not all, of the respective First Priority Secured Obligations then outstanding. (b) The Second Priority Collateral Trustees, the Second Priority Representatives and the Second Priority Secured Creditors Holders agree that none of them they shall not be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with the Security First Priority Collateral Documents, 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 the U.S. Pledge AgreementFirst Priority Collateral Documents. (c) In the event that any payment or distribution shall be received by any Secured Creditor the Second Priority Collateral Trustees in a manner that is inconsistent with the provisions of Section 9 Article V of the U.S. Pledge First Priority Collateral Trust Agreement, such payment or distribution shall be held by such Secured Creditor the Second Priority Collateral Trustees for the benefit of, and shall be paid over or delivered to, the respective Secured Creditors entitled thereto First Priority Collateral Trustees for application to such Secured 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 Pledgor 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 proceeding) in accordance with Section 9 the First Priority Collateral Trust Agreement. (d) If the Second Priority Collateral Trustees shall acquire by indemnification, subrogation or otherwise (including pursuant to the Second Priority Collateral Documents), any lien, estate, right or other interest in, or possession or control of, any of the U.S. Pledge Agreementassets of any Grantor that would otherwise constitute Collateral, that lien, estate, right or other interest shall be subject to the relative priorities set forth herein.

Sharing Arrangements. (a) The Secured First Lien Creditors hereby agree that the provisions of the U.S. Pledge this Agreement with respect to allocations, priorities allocations and distributions of proceeds of the Intermediate Holdco 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 Secured Creditor’s of the Senior First Lien Creditors’ security interest in the Intermediate Holdco Collateral is avoided in whole or in part for any reason or is enforced with respect to some, but not all, of the respective Senior First Lien Obligations then outstanding. (b) The Secured 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 the Security Documentsthis 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 the U.S. Pledge this Agreement. (c) In the event that any payment or distribution shall be received by any Secured First Lien Creditor in a manner that is inconsistent with the provisions of Section 9 of the U.S. Pledge Agreement3 hereof, such payment or distribution shall be held by such Secured the respective First Lien Creditor for the benefit of, and shall be paid over or delivered to, the respective Secured First Lien Creditors entitled thereto for application to such Secured 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 Pledgor 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 proceedingcase, proceeding or other action or under applicable law) in accordance with Section 9 of the U.S. Pledge Agreement3 hereof.

Sharing Arrangements. (a) The Secured Creditors hereby agree that the provisions of this Agreement and the U.S. Pledge Agreement Collateral Documents with respect to allocations, priorities allocations and distributions of proceeds of the Intermediate Holdco 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 Secured Creditor’s prior creditors' security interest in the Intermediate Holdco Collateral is avoided in whole or in part or is enforced with respect to some, but not all, of the respective Obligations then outstanding. (b) The Secured 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 and the Security respective Collateral Documents, 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 and in the U.S. Pledge Agreementrespective Collateral Documents. (c) In the event that any payment or distribution shall be received by any Secured Creditor in a manner that is inconsistent with the provisions of Section 9 of the U.S. Pledge Agreement3 hereof, such payment or distribution shall be held by such the respective Secured Creditor for the benefit of, and shall be paid over or delivered to, the respective Secured Creditors entitled thereto for application to such Secured 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 Pledgor Assignor 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 proceeding) in accordance with Section 9 of the U.S. Pledge Agreement3 hereof.

Sharing Arrangements. (a) The Secured First Lien Creditors hereby agree that the provisions of the U.S. Pledge this Agreement with respect to allocations, priorities allocations and distributions of proceeds of the Intermediate Holdco 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 Secured Creditor’s of the Senior First Lien Creditors' security interest in the Intermediate Holdco Collateral is avoided in whole or in part for any reason or is enforced with respect to some, but not all, of the respective Senior First Lien Obligations then outstanding. (b) The Secured 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 the Security Documentsthis 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 the U.S. Pledge this Agreement. (c) In the event that any payment or distribution shall be received by any Secured First Lien Creditor in a manner that is inconsistent with the provisions of Section 9 of the U.S. Pledge Agreement3 hereof, such payment or distribution shall be held by such Secured the respective First Lien Creditor for the benefit of, and shall be paid over or delivered to, the respective Secured First Lien Creditors entitled thereto for application to such Secured 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 Pledgor 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 proceedingcase, proceeding or other action or under applicable law) in accordance with Section 9 of the U.S. Pledge Agreement3 hereof.