SECURED HEDGE
AGREEMENTS IN AN AGGREGATE AMOUNT FOR ALL SUCH OBLIGATIONS NOT TO EXCEED THE
BANK PRODUCT RESERVES AND (3) DEPOSITED AS COLLATERAL IN THE L/C CASH COLLATERAL
ACCOUNT UP TO AN AMOUNT EQUAL TO 105% OF THE AGGREGATE AVAILABLE AMOUNT OF ALL
OUTSTANDING LETTERS OF CREDIT, PROVIDED THAT IN THE EVENT THAT ANY SUCH LETTER
OF CREDIT IS DRAWN, THE ADMINISTRATIVE AGENT SHALL PAY TO THE ISSUING BANK THAT
ISSUED SUCH LETTER OF CREDIT THE AMOUNT HELD IN THE L/C CASH COLLATERAL ACCOUNT
IN RESPECT OF SUCH LETTER OF CREDIT, PROVIDED FURTHER THAT, TO THE EXTENT THAT
ANY SUCH LETTER OF CREDIT SHALL EXPIRE OR TERMINATE UNDRAWN AND AS A RESULT
THEREOF THE AMOUNT OF THE COLLATERAL IN THE L/C CASH COLLATERAL ACCOUNT SHALL
EXCEED 105% OF THE AGGREGATE AVAILABLE AMOUNT OF ALL THEN OUTSTANDING LETTERS OF
CREDIT, SUCH EXCESS AMOUNT OF SUCH COLLATERAL SHALL BE APPLIED IN ACCORDANCE
WITH THE REMAINING ORDER OF PRIORITY SET OUT IN THIS SECTION 9.07(B); AND
(III)
THIRD: RATABLY TO EACH HEDGE BANK AND CASH
MANAGEMENT BANK, TO THE EXTENT NOT INCLUDED IN CLAUSE (II) ABOVE, IN RESPECT OF
ALL REMAINING OBLIGATIONS UNDER SECURED HEDGE AGREEMENTS AND SECURED CASH
MANAGEMENT AGREEMENTS.
115
(C)
AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, ALL PAYMENTS RECEIVED BY ANY LOAN PARTY
UNDER OR IN CONNECTION WITH THE COLLATERAL SHALL BE RECEIVED IN TRUST FOR THE
BENEFIT OF THE ADMINISTRATIVE AGENT, AND SHALL BE SEGREGATED FROM OTHER FUNDS OF
SUCH LOAN PARTY AND SHALL BE FORTHWITH PAID OVER TO THE ADMINISTRATIVE AGENT IN
THE SAME FORM AS SO RECEIVED (WITH ANY NECESSARY ENDORSEMENT).
(D)
AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, THE ADMINISTRATIVE AGENT MAY, WITHOUT NOTICE
TO ANY LOAN PARTY EXCEPT AS REQUIRED BY LAW OR BY THE DIP FINANCING ORDERS AND
AT ANY TIME OR FROM TIME TO TIME, CHARGE, SET OFF AND OTHERWISE APPLY ALL OR ANY
PART OF THE SECURED OBLIGATIONS AGAINST ANY FUNDS HELD WITH RESPECT TO THE
ACCOUNT COLLATERAL OR IN ANY OTHER DEPOSIT ACCOUNT.
(E)
IN THE EVENT OF ANY SALE OR OTHER
DISPOSITION OF ANY OF THE INTELLECTUAL PROPERTY OWNED BY ANY LOAN PARTY, THE
GOODWILL SYMBOLIZED BY ANY TRADEMARKS SUBJECT TO SUCH SALE OR OTHER DISPOSITION
SHALL BE INCLUDED THEREIN, AND SUCH LOAN PARTY SHALL SUPPLY TO THE
ADMINISTRATIVE AGENT OR ITS DESIGNEE SUCH LOAN PARTY'S KNOW-HOW AND EXPERTISE,
AND DOCUMENTS AND THINGS RELATING TO ANY INTELLECTUAL PROPERTY OWNED BY SUCH
LOAN PARTY AND SUBJECT TO SUCH SALE OR OTHER DISPOSITION, AND SUCH LOAN PARTY'S
CUSTOMER LISTS AND OTHER RECORDS AND DOCUMENTS RELATING TO SUCH INTELLECTUAL
PROPERTY AND TO THE MANUFACTURE, DISTRIBUTION, ADVERTISING AND SALE OF PRODUCTS
AND SERVICES OF SUCH LOAN PARTY.
(F)
THE ADMINISTRATIVE AGENT IS AUTHORIZED,
IN CONNECTION WITH ANY SALE OF THE PLEDGED COLLATERAL PURSUANT TO THIS
SECTION 9.07, TO DELIVER OR OTHERWISE DISCLOSE TO ANY PROSPECTIVE PURCHASER OF
THE PLEDGED COLLATERAL ANY INFORMATION IN ITS POSSESSION RELATING TO SUCH
PLEDGED COLLATERAL.
(G)
TO