AND
HELD BY IT, FOR THE EQUAL AND RATABLE BENEFIT OF THE LENDER CREDITORS AND
SECURED SUPPLEMENTAL L/C CREDITORS, AS CASH SECURITY FOR THE REPAYMENT OF
OBLIGATIONS OWING TO THE LENDER CREDITORS AND SECURED SUPPLEMENTAL L/C CREDITORS
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 THE CREDIT AGREEMENT AND ALL OUTSTANDING SECURED SUPPLEMENTAL
LETTERS OF CREDIT, AND AFTER THE APPLICATION OF ALL SUCH CASH SECURITY TO THE
REPAYMENT OF (X) ALL OBLIGATIONS OWING TO THE LENDER CREDITORS AFTER GIVING
EFFECT TO THE TERMINATION OF ALL SUCH LETTERS OF CREDIT AND (Y) ALL OBLIGATIONS
OWING TO THE SECURED SUPPLEMENTAL L/C CREDITORS AFTER GIVING EFFECT TO THE
TERMINATION OF ALL SUCH SECURED SUPPLEMENTAL LETTERS OF CREDIT, IF THERE REMAINS
ANY EXCESS CASH, SUCH EXCESS CASH SHALL BE RETURNED BY THE ADMINISTRATIVE AGENT
TO THE COLLATERAL AGENT FOR DISTRIBUTION IN ACCORDANCE WITH SECTION 7.4(A)
HEREOF.
(E)
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, AND (Y) IF TO ANY OTHER CREDITOR, TO THE TRUSTEE, PAYING AGENT OR
OTHER SIMILAR REPRESENTATIVE (EACH, A "REPRESENTATIVE") FOR SUCH OTHER CREDITOR
OR, IN THE ABSENCE OF SUCH A REPRESENTATIVE, DIRECTLY TO THE RELEVANT OTHER
CREDITOR.
(F)
FOR PURPOSES OF APPLYING PAYMENTS RECEIVED IN ACCORDANCE WITH
THIS SECTION 7.4, THE COLLATERAL AGENT SHALL BE ENTITLED TO RELY UPON (I) THE
ADMINISTRATIVE AGENT AND
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(ii) the Representative or, in the absence of such a Representative, upon the
Other Creditors for a determination (which the Administrative Agent, each
Representative and the Other Creditors agree (or shall agree) to provide upon
request of the Collateral Agent) of the outstanding Primary Obligations and
Secondary Obligations owed to the Lender Creditors or the Other Creditors, as
the case may be.
Unless it has received written notice from a Lender Creditor
or an Other Creditor to the contrary, the Administrative Agent and each
Representative, 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. Unless it has written notice from an
Other Creditor to the contrary, the Collateral Agent, in acting hereunder, shall
be entitled to assume that no Interest Rate Protection Agreements or Other
Hedging Agreements are in existence.
(G)
IT IS UNDERSTOOD THAT THE ASSIGNORS SHALL REMAIN JOINTLY AND
SEVERALLY LIABLE TO THE EXTENT OF ANY DEFICIENCY BETWEEN THE AMOUNT OF THE
PROCEEDS OF THE COLLATERAL AND THE AGGREGATE AMOUNT OF THE OBLIGATIONS.
7.5
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 to the Collateral Agent under this
Agreement, the other Secured Debt Agreements or now or hereafter existing at
law, in equity or by statute and each and every right, power and remedy whether