(I) IF TO
THE LENDERS OR THE ADMINISTRATIVE AGENT, TO THE ADMINISTRATIVE AGENT UNDER THE
CREDIT AGREEMENT FOR THE ACCOUNT OF THE LENDERS OR THE ADMINISTRATIVE AGENT, AS
THE CASE MAY BE, (II) IF TO THE HOLDERS OF THE SENIOR SECURED NOTES OR THE
SENIOR SECURED NOTES TRUSTEE, TO THE SENIOR SECURED NOTES TRUSTEE, AND (III) IF
TO ANY OTHER SECURED PARTY, TO THE TRUSTEE, PAYING AGENT OR OTHER SIMILAR
REPRESENTATIVE (EACH A "REPRESENTATIVE") FOR SUCH OTHER SECURED PARTY OR, IN THE
ABSENCE OF SUCH A REPRESENTATIVE, SUCH APPLICABLE SECURED PARTY.
(E)
FOR PURPOSES OF APPLYING PAYMENTS RECEIVED IN ACCORDANCE WITH THIS
SECTION 8.5, THE COLLATERAL AGENT SHALL BE ENTITLED TO RELY UPON (I) THE
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, (I) THE PROCEEDS OF THE COLLATERAL SHALL BE DISTRIBUTED
IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 8.5, (II) THE COLLATERAL AGENT
SHALL HAVE DISCRETION TO APPLY PROCEEDS OF COLLATERAL IN SUCH A MANNER AS IS
NECESSARY TO GIVE EFFECT TO THIS SECTION 8.5, AND (III) 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 THIS SECTION 8.5.
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(G)
THIS AGREEMENT IS MADE WITH FULL RECOURSE TO EACH ASSIGNOR AND
PURSUANT TO AND UPON ALL THE WARRANTIES, REPRESENTATIONS, COVENANTS AND
AGREEMENTS ON THE PART OF SUCH ASSIGNOR CONTAINED HEREIN, IN THE OTHER LOAN
DOCUMENTS, THE SENIOR SECURED NOTES INDENTURE, THE SENIOR SECURED NOTES AND, AS
APPLICABLE, THE SECURED HEDGING AGREEMENTS, THE OVERDRAFT FACILITIES AGREEMENTS
AND OTHERWISE IN CONNECTION HEREWITH OR THEREWITH.
(H)
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 8.5(A).
8.6
REMEDIES CUMULATIVE.
EACH AND EVERY RIGHT, POWER AND REMEDY HEREBY
SPECIFICALLY GIVEN TO