Investor in respect of any sale of, collection from, or other realization
upon all or any part of the Collateral shall be applied in good faith to satisfy
(to the extent of the net cash proceeds received by Investor) the payment in
full in cash of amounts constituting Secured Obligations, in each case equally
and ratably to the holders of the Tranche A Loans and Tranche B Loans, in
accordance with the amounts of such Loans then outstanding, respectively.
Section 19.
Expenses.
(A)
BORROWER AGREES TO PAY TO INVESTOR UPON
DEMAND THE AMOUNT OF ANY AND ALL COSTS AND EXPENSES, INCLUDING THE REASONABLE
FEES AND EXPENSES OF ITS COUNSEL AND OF ANY EXPERTS AND AGENTS, THAT INVESTOR
MAY INCUR IN CONNECTION WITH (I) THE CUSTODY, PRESERVATION, MANAGEMENT,
ENFORCEMENT, USE OR OPERATION OF, OR THE SALE OF, COLLECTION FROM, OR OTHER
REALIZATION UPON, ANY OF THE COLLATERAL, (II) THE EXERCISE OR ENFORCEMENT OF ANY
OF THE RIGHTS OF INVESTOR HEREUNDER, OR (III) THE FAILURE BY BORROWER TO PERFORM
OR OBSERVE ANY OF THE PROVISIONS HEREOF.
ANY COSTS AND EXPENSES PAYABLE
HEREUNDER SHALL BE DEEMED TO BE SECURED OBLIGATIONS AND ENTITLED TO THE SECURITY
INTEREST HEREUNDER.
(B)
THE OBLIGATIONS OF BORROWER IN THIS
SECTION 19 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE DISCHARGE OF
BORROWER'S OTHER OBLIGATIONS UNDER THIS AGREEMENT AND THE LOAN AGREEMENT.
Section 20.
Continuing Security Interest;
Termination and Release.
(A)
THIS AGREEMENT SHALL (I) CREATE A
CONTINUING SECURITY INTEREST IN THE COLLATERAL, (II) REMAIN IN FULL FORCE AND
EFFECT UNTIL THE LATER OF THE INDEFEASIBLE PAYMENT AND PERFORMANCE IN FULL OF
THE SECURED OBLIGATIONS AND THE EXPIRATION OR TERMINATION OF THE LOAN AGREEMENT
(OTHER THAN INDEMNIFICATION OBLIGATIONS THAT ARE UNASSERTED AT THE TIME OF
EXPIRATION OR TERMINATION OF LOAN AGREEMENT AND OTHER CONTINGENT OBLIGATIONS
THAT, BY THEIR TERMS, SURVIVE THE TERMINATION HEREOF AND THEREOF), (III) BE
BINDING UPON BORROWER AND ITS RESPECTIVE SUCCESSORS AND ASSIGNS, AND (IV) INURE,
TOGETHER WITH THE RIGHTS AND REMEDIES OF INVESTOR HEREUNDER, TO THE BENEFIT OF
INVESTOR AND ITS SUCCESSORS, TRANSFEREES AND ASSIGNS.
THE BORROWER AGREES THAT
ITS OBLIGATIONS HEREUNDER AND THE SECURITY INTEREST CREATED HEREUNDER SHALL
CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS APPLICABLE, IF AT ANY TIME
PAYMENT, OR ANY PART THEREOF, OF ALL OR ANY PART OF THE SECURED OBLIGATIONS IS
RESCINDED OR MUST OTHERWISE BE RESTORED BY THE INVESTOR UPON THE BANKRUPTCY OR
REORGANIZATION OF THE BORROWER OR OTHERWISE.
(B)
UPON THE PAYMENT AND PERFORMANCE IN FULL OF
ALL SECURED OBLIGATIONS (OTHER THAN INDEMNIFICATION OBLIGATIONS THAT ARE
UNASSERTED AS OF THE EXPIRATION OR TERMINATION OF THE LOAN AGREEMENT AND OTHER
CONTINGENT OBLIGATIONS NOT THEN DUE AND PAYABLE THAT, BY THEIR TERMS, SURVIVE
THE TERMINATION HEREOF), THE SECURITY INTEREST GRANTED HEREBY SHALL TERMINATE
AND ALL RIGHTS TO THE COLLATERAL SHALL REVERT TO BORROWER.
UPON SUCH
TERMINATION OR ANY RELEASE OF COLLATERAL OR ANY PART THEREOF IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 10.02(B) OF THE LOAN
Confidential materials omitted and filed separately with the Securities and
Exchange Commission.