PAYMENT THEREOF OR ANY OTHER LEGAL OR EQUITABLE RIGHT OF THE ADMINISTRATIVE
AGENT OR THE LENDERS.
NO REMEDY HEREIN IS INTENDED TO BE EXCLUSIVE OF ANY OTHER
REMEDY AND EACH AND EVERY REMEDY SHALL BE CUMULATIVE AND SHALL BE IN ADDITION TO
EVERY OTHER REMEDY GIVEN HEREUNDER OR NOW OR HEREAFTER EXISTING AT LAW OR IN
EQUITY OR BY STATUTE OR ANY OTHER PROVISION OF LAW.
SECTION 8.04.
APPLICATION OF PROCEEDS.
IN THE EVENT THAT AN EVENT OF DEFAULT
EXISTS AND THE ADMINISTRATIVE AGENT OR ANY LENDER, AS THE CASE MAY BE, RECEIVES
ANY MONIES IN CONNECTION WITH THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE
SECURITY DOCUMENTS, OR OTHERWISE WITH RESPECT TO THE REALIZATION UPON, OR
DISPOSITION OF, ANY OF THE COLLATERAL, SUCH MONIES SHALL BE, SUBJECT TO THE
INTERCREDITOR AGREEMENT AND APPLICABLE LAW, DISTRIBUTED FOR APPLICATION AS
FOLLOWS:
(A)
FIRST, TO THE PAYMENT OF, OR (AS THE CASE MAY BE) THE REIMBURSEMENT OF THE
ADMINISTRATIVE AGENT FOR OR IN RESPECT OF, ALL REASONABLE COSTS, EXPENSES,
DISBURSEMENTS AND LOSSES WHICH SHALL HAVE BEEN INCURRED OR SUSTAINED BY THE
ADMINISTRATIVE AGENT IN CONNECTION WITH THE COLLECTION OF SUCH MONIES BY THE
ADMINISTRATIVE AGENT, FOR THE EXERCISE, PROTECTION OR ENFORCEMENT BY THE
ADMINISTRATIVE AGENT OF ALL OR ANY OF THE RIGHTS, REMEDIES, POWERS AND
PRIVILEGES OF THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OR IN RESPECT OF THE COLLATERAL OR IN SUPPORT OF ANY PROVISION OF
ADEQUATE INDEMNITY TO THE ADMINISTRATIVE AGENT AGAINST ANY TAXES OR LIENS WHICH
BY LAW SHALL HAVE, OR MAY HAVE, PRIORITY OVER THE RIGHTS OF THE ADMINISTRATIVE
AGENT TO SUCH MONIES;
(B)
SECOND, TO ALL OBLIGATIONS OWING TO THE LENDERS AND THE ADMINISTRATIVE
AGENT, IN SUCH ORDER OR PREFERENCE AS THE REQUIRED LENDERS MAY DETERMINE;
PROVIDED, HOWEVER, THAT (I) DISTRIBUTIONS SHALL BE MADE (A) PARI PASSU AMONG
OBLIGATIONS WITH RESPECT TO FEES OWED TO THE ADMINISTRATIVE AGENT AND ALL OTHER
OBLIGATIONS OWED TO THE LENDERS AND (B) WITH RESPECT TO EACH TYPE OF OBLIGATION
OWING TO THE LENDERS, SUCH AS INTEREST, PRINCIPAL, REASONABLE FEES AND EXPENSES,
AMONG THE LENDERS PRO RATA, AND (II) THE ADMINISTRATIVE AGENT MAY IN ITS
REASONABLE DISCRETION MAKE PROPER ALLOWANCE TO TAKE INTO ACCOUNT ANY OBLIGATIONS
NOT THEN DUE AND PAYABLE; AND
63
(C)
LAST, THE BALANCE, IF ANY, AFTER ALL OF THE OBLIGATIONS HAVE BEEN PAID IN
FULL, TO THE LOAN PARTIES OR AS OTHERWISE REQUIRED BY LAW.
ARTICLE IX
ADMINISTRATIVE AGENT AND LENDERS
SECTION 9.01.
APPOINTMENT OF ADMINISTRATIVE AGENT AND AUTHORITY.
(A)
EACH LENDER HEREBY IRREVOCABLY DESIGNATES Z INVESTMENT HOLDINGS, LLC AS
ADMINISTRATIVE AGENT UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
THE
GENERAL ADMINISTRATION OF THE LOAN DOCUMENTS SHALL BE BY THE ADMINISTRATIVE
AGENT.
EACH LENDER HEREBY (A) IRREVOCABLY AUTHORIZES THE ADMINISTRATIVE AGENT
TO (I) ENTER INTO THE INTERCREDITOR AGREEMENT AND THE LOAN DOCUMENTS TO WHICH IT
IS A PARTY, INCLUDING THE SECURITY AGREEMENT, AND (II) AT ITS DISCRETION, TAKE
OR REFRAIN FROM TAKING SUCH ACTIONS AS AGENT ON ITS BEHALF