OWING BY THE LOAN PARTIES TO THE SECURED PARTIES AS
SUCH.
IF ANY AMOUNTS ARE HELD AS CASH SECURITY PURSUANT TO THE IMMEDIATELY
PRECEDING SENTENCE, THEN UPON THE TERMINATION OF ALL OUTSTANDING LETTERS OF
CREDIT UNDER THIS AGREEMENT, AND AFTER THE APPLICATION OF ALL SUCH CASH SECURITY
TO THE REPAYMENT OF ALL OTHER SECURED OBLIGATIONS OWING BY THE LOAN PARTIES TO
THE SECURED PARTIES AFTER GIVING EFFECT TO THE TERMINATION OF ALL SUCH LETTERS
OF CREDIT, IF THERE REMAINS ANY EXCESS CASH, SUCH EXCESS CASH SHALL BE RETURNED
BY THE ADMINISTRATIVE AGENT TO THE SECURITY AGENT FOR DISTRIBUTION IN ACCORDANCE
WITH SECTION 11.02(A).
(D)
SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, ALL PAYMENTS
REQUIRED TO BE MADE HEREUNDER SHALL BE MADE (X) IF TO THE LENDER CREDITORS, TO
THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE LENDER CREDITORS, (Y) IF TO THE
HEDGING CREDITORS, TO THE TRUSTEE, PAYING AGENT OR OTHER SIMILAR REPRESENTATIVE
(EACH, A "REPRESENTATIVE") FOR THE HEDGING CREDITORS OR, IN THE ABSENCE OF SUCH
A REPRESENTATIVE, DIRECTLY TO THE HEDGING CREDITORS AND (Z) IF TO THE CASH
MANAGEMENT CREDITORS, DIRECTLY TO THE CASH MANAGEMENT CREDITORS.
(E)
FOR PURPOSES OF APPLYING PAYMENTS RECEIVED IN ACCORDANCE WITH THIS
SECTION 11.02, THE SECURITY AGENT SHALL BE ENTITLED TO RELY UPON (I) THE
ADMINISTRATIVE AGENT, (II) THE REPRESENTATIVE OR, IN THE ABSENCE OF SUCH A
REPRESENTATIVE, UPON THE HEDGING CREDITORS AND
170
(III) THE CASH MANAGEMENT CREDITORS FOR A DETERMINATION (WHICH THE
ADMINISTRATIVE AGENT AND EACH OTHER SECURED PARTY AGREES (OR SHALL AGREE) TO
PROVIDE UPON REQUEST OF THE SECURITY AGENT) OF THE OUTSTANDING SECURED
OBLIGATIONS OF THE LOAN PARTIES OWED TO THE SECURED PARTIES.
UNLESS IT HAS
RECEIVED WRITTEN NOTICE FROM A SECURED PARTY TO THE CONTRARY, THE ADMINISTRATIVE
AGENT, IN FURNISHING INFORMATION PURSUANT TO THE PRECEDING SENTENCE, AND THE
SECURITY AGENT, IN ACTING HEREUNDER, SHALL BE ENTITLED TO ASSUME THAT NO
SECONDARY OBLIGATIONS ARE OUTSTANDING.
UNLESS IT HAS WRITTEN NOTICE FROM A
HEDGING CREDITOR OR A CASH MANAGEMENT CREDITOR TO THE CONTRARY, THE SECURITY
AGENT, IN ACTING HEREUNDER, SHALL BE ENTITLED TO ASSUME THAT NO SECURED HEDGING
AGREEMENTS OR SECURED CASH MANAGEMENT AGREEMENTS ARE IN EXISTENCE.
(F)
SUBJECT TO THE OTHER LIMITATIONS (IF ANY) SET FORTH HEREIN AND IN
THE OTHER LOAN DOCUMENTS, IT IS UNDERSTOOD THAT THE LOAN PARTIES SHALL REMAIN
LIABLE (AS AND TO THE EXTENT SET FORTH IN THE LOAN DOCUMENTS) TO THE EXTENT OF
ANY DEFICIENCY BETWEEN THE AMOUNT OF THE PROCEEDS OF THE COLLATERAL AND THE
AGGREGATE AMOUNT OF THE SECURED OBLIGATIONS OF THE LOAN PARTIES.
(G)
IT IS UNDERSTOOD AND AGREED BY EACH LOAN PARTY AND EACH SECURED
PARTY THAT THE SECURITY AGENT SHALL HAVE NO LIABILITY FOR ANY DETERMINATIONS
MADE BY IT IN THIS SECTION 11.02 (INCLUDING, WITHOUT LIMITATION, AS TO WHETHER
GIVEN COLLATERAL CONSTITUTES TERM PRIORITY COLLATERAL OR ABL PRIORITY
COLLATERAL), IN EACH CASE EXCEPT TO THE EXTENT RESULTING FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE SECURITY AGENT (AS DETERMINED BY A COURT
OF COMPETENT JURISDICTION IN A