taking of
any necessary steps to preserve rights against any parties or any other rights
pertaining to any Collateral.
The Administrative Agent shall be deemed to have
exercised reasonable care in the custody and preservation of any Collateral in
its possession if such Collateral is accorded treatment substantially equal to
that which it accords its own property.
(B)
ANYTHING CONTAINED HEREIN TO THE CONTRARY
NOTWITHSTANDING, THE ADMINISTRATIVE AGENT MAY FROM TIME TO TIME, WHEN THE
ADMINISTRATIVE AGENT DEEMS IT TO BE NECESSARY, APPOINT ONE OR MORE SUBAGENTS
(EACH A "SUBAGENT") FOR THE ADMINISTRATIVE AGENT HEREUNDER WITH RESPECT TO ALL
OR ANY PART OF THE COLLATERAL.
IN THE EVENT THAT THE ADMINISTRATIVE AGENT SO
APPOINTS ANY SUBAGENT WITH RESPECT TO ANY COLLATERAL, (I) THE ASSIGNMENT AND
PLEDGE OF SUCH COLLATERAL AND THE SECURITY INTEREST GRANTED IN SUCH COLLATERAL
BY EACH LOAN PARTY HEREUNDER SHALL BE DEEMED FOR PURPOSES OF THIS SECURITY
AGREEMENT TO HAVE BEEN MADE TO SUCH SUBAGENT, IN ADDITION TO THE ADMINISTRATIVE
AGENT, FOR THE RATABLE BENEFIT OF THE SECURED PARTIES, AS SECURITY FOR THE
SECURED OBLIGATIONS OF SUCH LOAN PARTY, (II) SUCH SUBAGENT SHALL AUTOMATICALLY
BE VESTED, IN ADDITION TO THE ADMINISTRATIVE AGENT, WITH ALL RIGHTS, POWERS,
PRIVILEGES, INTERESTS AND REMEDIES OF THE ADMINISTRATIVE AGENT HEREUNDER WITH
RESPECT TO SUCH COLLATERAL, AND (III) THE TERM "ADMINISTRATIVE AGENT," WHEN USED
HEREIN IN RELATION TO ANY RIGHTS, POWERS, PRIVILEGES, INTERESTS AND REMEDIES OF
THE ADMINISTRATIVE AGENT WITH RESPECT TO SUCH COLLATERAL, SHALL INCLUDE SUCH
SUBAGENT; PROVIDED, HOWEVER, THAT NO SUCH SUBAGENT SHALL BE AUTHORIZED TO TAKE
ANY ACTION WITH RESPECT TO ANY SUCH COLLATERAL UNLESS AND EXCEPT TO THE EXTENT
EXPRESSLY AUTHORIZED IN WRITING BY THE ADMINISTRATIVE AGENT.
Section 9.07
Remedies.
If any Event of Default shall have occurred and be
continuing, at the written request, or with the written consent, of the Required
Lenders, by five days' prior written notice to the Borrower and subject to the
Interim Order or the Final Order, as applicable:
(A)
SUBJECT TO AND IN ACCORDANCE WITH THE DIP
FINANCING ORDERS, THE ADMINISTRATIVE AGENT MAY EXERCISE IN RESPECT OF THE
COLLATERAL, IN ADDITION TO OTHER RIGHTS AND REMEDIES PROVIDED FOR HEREIN OR
OTHERWISE AVAILABLE TO IT, ALL THE RIGHTS AND REMEDIES OF A SECURED PARTY UPON
DEFAULT UNDER THE UCC (WHETHER OR NOT THE UCC APPLIES TO THE AFFECTED
COLLATERAL) AND ALSO MAY:
(I) REQUIRE EACH LOAN PARTY TO, AND EACH LOAN PARTY
HEREBY AGREES THAT IT WILL AT ITS EXPENSE AND UPON REQUEST OF THE ADMINISTRATIVE
AGENT FORTHWITH, ASSEMBLE ALL OR PART OF THE COLLATERAL AS DIRECTED BY THE
ADMINISTRATIVE AGENT AND MAKE IT AVAILABLE TO THE ADMINISTRATIVE AGENT AT A
PLACE AND TIME TO BE DESIGNATED BY THE ADMINISTRATIVE AGENT THAT IS REASONABLY
CONVENIENT TO BOTH PARTIES; (II) WITHOUT NOTICE EXCEPT AS SPECIFIED BELOW OR IN
THE DIP FINANCING ORDERS, SELL THE COLLATERAL OR ANY PART THEREOF IN ONE OR MORE
PARCELS AT PUBLIC OR PRIVATE SALE, AT ANY OF THE ADMINISTRATIVE AGENT'S OFFICES
OR ELSEWHERE, FOR CASH, ON CREDIT OR FOR