ADMINISTRATIVE AGENT UNDER THE CREDIT AGREEMENT, (II) THE SENIOR SECURED NOTES
TRUSTEE AND (III) THE OTHER APPLICABLE SECURED PARTIES FOR A DETERMINATION
(WHICH THE ADMINISTRATIVE AGENT, AND THE OTHER SECURED PARTIES AGREE (OR SHALL
AGREE) TO PROVIDE UPON REQUEST OF THE COLLATERAL AGENT) OF THE OUTSTANDING
PRIMARY OBLIGATIONS AND SECONDARY OBLIGATIONS OWED TO THE ADMINISTRATIVE AGENT,
LENDERS, HOLDERS OF THE SENIOR SECURED NOTES, SENIOR SECURED NOTES TRUSTEE OR
THE OTHER APPLICABLE REPRESENTATIVES OR SECURED PARTIES, AS THE CASE MAY BE.
UNLESS IT HAS ACTUAL KNOWLEDGE (INCLUDING BY WAY OF WRITTEN NOTICE FROM A
SECURED PARTY TO THE CONTRARY), THE ADMINISTRATIVE AGENT, THE SENIOR SECURED
NOTES TRUSTEE AND EACH OTHER APPLICABLE REPRESENTATIVE OR SECURED PARTY, IN
FURNISHING INFORMATION PURSUANT TO THE PRECEDING SENTENCE, AND THE COLLATERAL
AGENT, IN ACTING HEREUNDER, SHALL BE ENTITLED TO ASSUME THAT NO SECONDARY
OBLIGATIONS ARE OUTSTANDING.
(F)
EACH SECURED PARTY HEREBY AGREES THAT, NOTWITHSTANDING THE ORDER
OF FILING OF THE FINANCING STATEMENTS EVIDENCING THE GRANTING OF SECURITY
INTERESTS HEREUNDER OR ANY OTHER PRIORITY TO WHICH SUCH SECURED PARTY MAY
OTHERWISE BE ENTITLED, (X) THE PROCEEDS OF THE COLLATERAL SHALL BE DISTRIBUTED
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 1.2, (Y) THE COLLATERAL AGENT SHALL
HAVE DISCRETION TO APPLY PROCEEDS OF COLLATERAL IN SUCH A MANNER AS IS NECESSARY
TO GIVE EFFECT TO SECTION 8.4(A), AND (Z) ANY PROCEEDS OF THE COLLATERAL
RECEIVED BY IT OTHER THAN FROM THE COLLATERAL AGENT SHALL BE HELD IN TRUST AND
IMMEDIATELY TURNED OVER TO THE COLLATERAL AGENT FOR APPLICATION IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 1.2 OR, IF THE REVOLVING CREDIT OBLIGATIONS SHALL
HAVE BEEN FULLY PAID, IN ACCORDANCE WITH THIS SECTION 8.4.
(G)
IT IS UNDERSTOOD AND AGREED THAT THE ASSIGNORS SHALL REMAIN LIABLE
TO THE EXTENT OF ANY DEFICIENCY BETWEEN THE AMOUNT OF THE PROCEEDS OF THE
COLLATERAL HEREUNDER AND THE AGGREGATE AMOUNT OF THE SUMS REFERRED TO IN CLAUSES
(I) THROUGH (III), INCLUSIVE, OF SECTION 8.4(A).
SECTION 8.5.
REMEDIES CUMULATIVE.
EACH AND EVERY RIGHT, POWER AND
REMEDY HEREBY SPECIFICALLY GIVEN TO THE COLLATERAL AGENT SHALL BE IN ADDITION TO
EVERY OTHER RIGHT, POWER AND REMEDY SPECIFICALLY GIVEN UNDER THIS AGREEMENT, THE
HEDGING AGREEMENTS, THE OTHER LOAN DOCUMENTS, THE SENIOR SECURED NOTES INDENTURE
OR NOW OR HEREAFTER EXISTING AT LAW OR IN EQUITY, OR BY STATUTE AND EACH AND
EVERY RIGHT, POWER AND REMEDY WHETHER SPECIFICALLY HEREIN GIVEN OR OTHERWISE
EXISTING MAY BE EXERCISED FROM TIME TO TIME OR SIMULTANEOUSLY AND AS OFTEN AND
IN SUCH ORDER AS MAY BE DEEMED EXPEDIENT BY THE COLLATERAL AGENT.
ALL SUCH
RIGHTS, POWERS AND REMEDIES SHALL BE CUMULATIVE AND THE EXERCISE OR THE
BEGINNING OF THE EXERCISE OF ONE SHALL NOT BE DEEMED A WAIVER OF THE RIGHT TO
EXERCISE ANY OTHER OR OTHERS.
NO DELAY OR OMISSION OF THE COLLATERAL AGENT IN
THE EXERCISE OF ANY SUCH RIGHT, POWER OR REMEDY AND NO RENEWAL OR EXTENSION OF
ANY OF THE OBLIGATIONS AND NO COURSE OF DEALING BETWEEN THE RELEVANT ASSIGNOR
AND THE COLLATERAL AGENT OR ANY HOLDER OF ANY