FUTURE DELIVERY, AND UPON SUCH OTHER
TERMS AS THE ADMINISTRATIVE AGENT MAY DEEM COMMERCIALLY REASONABLE; (III) OCCUPY
ANY PREMISES OWNED OR LEASED BY ANY OF THE LOAN PARTIES WHERE THE COLLATERAL OR
ANY PART THEREOF
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IS ASSEMBLED OR LOCATED FOR A REASONABLE PERIOD IN ORDER TO EFFECTUATE ITS
RIGHTS AND REMEDIES HEREUNDER OR UNDER LAW, WITHOUT OBLIGATION TO SUCH LOAN
PARTY IN RESPECT OF SUCH OCCUPATION; AND (IV) EXERCISE ANY AND ALL RIGHTS AND
REMEDIES OF ANY OF THE LOAN PARTIES UNDER OR IN CONNECTION WITH THE COLLATERAL,
OR OTHERWISE IN RESPECT OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION,
(A) ANY AND ALL RIGHTS OF SUCH LOAN PARTY TO DEMAND OR OTHERWISE REQUIRE PAYMENT
OF ANY AMOUNT UNDER, OR PERFORMANCE OF ANY PROVISION OF, THE ACCOUNTS, THE
RELATED CONTRACTS AND THE OTHER COLLATERAL, (B) WITHDRAW, OR CAUSE OR DIRECT THE
WITHDRAWAL, OF ALL FUNDS WITH RESPECT TO THE ACCOUNT COLLATERAL AND (C) EXERCISE
ALL OTHER RIGHTS AND REMEDIES WITH RESPECT TO THE ACCOUNTS, THE RELATED
CONTRACTS AND THE OTHER COLLATERAL, INCLUDING, WITHOUT LIMITATION, THOSE SET
FORTH IN SECTION 9-607 OF THE UCC.
EACH LOAN PARTY AGREES THAT, TO THE EXTENT
NOTICE OF SALE SHALL BE REQUIRED BY LAW, AT LEAST 5 DAYS' NOTICE TO SUCH LOAN
PARTY OF THE TIME AND PLACE OF ANY PUBLIC SALE OR THE TIME AFTER WHICH ANY
PRIVATE SALE IS TO BE MADE SHALL CONSTITUTE REASONABLE NOTIFICATION.
THE
ADMINISTRATIVE AGENT SHALL NOT BE OBLIGATED TO MAKE ANY SALE OF COLLATERAL
REGARDLESS OF NOTICE OF SALE HAVING BEEN GIVEN.
THE ADMINISTRATIVE AGENT MAY
ADJOURN ANY PUBLIC OR PRIVATE SALE FROM TIME TO TIME BY ANNOUNCEMENT AT THE TIME
AND PLACE FIXED THEREFOR, AND SUCH SALE MAY, WITHOUT FURTHER NOTICE, BE MADE AT
THE TIME AND PLACE TO WHICH IT WAS SO ADJOURNED.
(B)
ANY CASH HELD BY OR ON BEHALF OF THE
ADMINISTRATIVE AGENT AND ALL CASH PROCEEDS RECEIVED BY OR ON BEHALF OF THE
ADMINISTRATIVE AGENT IN RESPECT OF ANY SALE OF, COLLECTION FROM, OR OTHER
REALIZATION UPON ALL OR ANY PART OF THE COLLATERAL MAY, SUBJECT TO THE DIP
FINANCING ORDERS AND IN THE DISCRETION OF THE ADMINISTRATIVE AGENT, BE HELD BY
THE ADMINISTRATIVE AGENT AS COLLATERAL FOR, AND/OR THEN OR AT ANY TIME
THEREAFTER APPLIED (AFTER PAYMENT OF ANY AMOUNTS PAYABLE TO THE ADMINISTRATIVE
AGENT PURSUANT TO SECTION 9.08) IN WHOLE OR IN PART BY THE ADMINISTRATIVE AGENT
FOR THE RATABLE BENEFIT OF THE SECURED PARTIES AGAINST, ALL OR ANY PART OF THE
SECURED OBLIGATIONS, IN THE FOLLOWING MANNER:
(I)
FIRST, PAID RATABLY TO EACH AGENT FOR
ANY AMOUNTS THEN OWING TO SUCH AGENT PURSUANT TO SECTION 10.04 OR OTHERWISE
UNDER THE LOAN DOCUMENTS;
(II)
SECOND: RATABLY (1) PAID TO THE LENDERS
FOR ANY AMOUNTS THEN OWING TO THEM, IN THEIR CAPACITIES AS SUCH, IN RESPECT OF
THE OBLIGATIONS UNDER THE FACILITIES RATABLY IN ACCORDANCE WITH SUCH RESPECTIVE
AMOUNTS THEN OWING TO SUCH LENDERS, (2) PAID TO EACH CASH MANAGEMENT BANK OR
HEDGE BANK IN RESPECT OF SECURED CASH MANAGEMENT AGREEMENTS AND