PRIOR TO THE
DISCHARGE OF THE REVOLVING CREDIT OBLIGATIONS SHALL BE SEGREGATED AND HELD IN
TRUST AND FORTHWITH PAID OVER TO THE REVOLVING CREDIT AGENT, FOR THE BENEFIT OF
THE REVOLVING CREDIT SECURED PARTIES, IN THE FORM IN WHICH RECEIVED, WITH ANY
NECESSARY ENDORSEMENTS, AND SHALL BE APPLIED TO SATISFY AND DISCHARGE THE
REVOLVING CREDIT OBLIGATIONS (WITH ANY AMOUNT REMAINING AFTER THE DISCHARGE OF
THE REVOLVING CREDIT OBLIGATIONS TO BE APPLIED (I) FIRST IN THE MANNER SPECIFIED
IN THE RELEVANT TERM LOAN CREDIT DOCUMENT AND (II) SECOND, FOLLOWING THE
DISCHARGE OF TERM LOAN CREDIT OBLIGATIONS, IN THE MANNER SPECIFIED IN THE
PERMITTED NOTES DOCUMENTS).
SECTION 5.11.
CASH MANAGEMENT AND HEDGING OBLIGATIONS.
SSCC AND EACH GRANTOR
ACKNOWLEDGES AND AGREES THAT (A) NO TERM LOAN CREDIT CASH MANAGEMENT AND HEDGING
OBLIGATIONS SHALL BE DESIGNATED AS REVOLVING CREDIT CASH MANAGEMENT AND HEDGING
OBLIGATIONS AND (B) NO REVOLVING CREDIT CASH MANAGEMENT AND HEDGING OBLIGATIONS
SHALL BE DESIGNATED AS TERM LOAN CREDIT CASH MANAGEMENT AND HEDGING OBLIGATIONS.
SECTION 5.12.
ACCESS TO INFORMATION.
IF ANY AGENT (OTHER THAN THE REVOLVING
CREDIT AGENT) TAKES ACTUAL POSSESSION OF ANY DOCUMENTATION OF A GRANTOR
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(WHETHER SUCH DOCUMENTATION IS IN THE FORM OF A WRITING OR IS STORED IN ANY DATA
EQUIPMENT OR DATA RECORD IN THE PHYSICAL POSSESSION OF SUCH AGENT), THEN UPON
REQUEST OF THE REVOLVING CREDIT AGENT AND REASONABLE ADVANCE NOTICE, SUCH AGENT
WILL, UNLESS PROHIBITED BY CONTRACT OR LAW, PERMIT THE REVOLVING CREDIT AGENT OR
ITS REPRESENTATIVE TO INSPECT AND COPY SUCH DOCUMENTATION IF AND TO THE EXTENT
THE REVOLVING CREDIT AGENT CERTIFIES TO SUCH AGENT THAT:
(A) SUCH DOCUMENTATION CONTAINS OR MAY CONTAIN INFORMATION NECESSARY OR
APPROPRIATE, IN THE GOOD FAITH OPINION OF THE REVOLVING CREDIT AGENT, TO THE
ENFORCEMENT OF THE REVOLVING CREDIT AGENT'S LIENS UPON ANY ABL COLLATERAL; AND
(B) THE REVOLVING CREDIT AGENT AND THE REVOLVING CREDIT SECURED PARTIES ARE
ENTITLED TO RECEIVE AND USE SUCH INFORMATION UNDER APPLICABLE LAW AND, IN DOING
SO, WILL COMPLY WITH ALL OBLIGATIONS IMPOSED BY LAW OR CONTRACT IN RESPECT OF
THE DISCLOSURE OR USE OF SUCH INFORMATION.
ARTICLE VI
Insolvency or Liquidation Proceedings
SECTION 6.01.
CASH COLLATERAL AND DIP FINANCING.
(A)
THIS AGREEMENT WILL
CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE COMMENCEMENT OF ANY
PROCEEDING UNDER THE BANKRUPTCY CODE OR ANY OTHER FEDERAL, STATE OR FOREIGN
BANKRUPTCY, INSOLVENCY, RECEIVERSHIP OR SIMILAR LAW BY OR AGAINST SSCC OR ANY
OTHER GRANTOR.
(B)
IF SSCC OR ANY GRANTOR BECOMES SUBJECT TO A CASE UNDER THE BANKRUPTCY CODE
AND, AS DEBTOR(S)-IN-POSSESSION, MOVES FOR APPROVAL OF FINANCING (INCLUDING ON A
PRIMING BASIS) ("DIP FINANCING") TO BE PROVIDED BY ONE OR MORE LENDERS UNDER
SECTION 364 OF THE BANKRUPTCY CODE OR THE USE OF CASH COLLATERAL AS DEFINED IN
SECTION 363 OF THE BANKRUPTCY CODE OR ANY SIMILAR BANKRUPTCY LAW, EACH JUNIOR
AGENT, ON BEHALF OF ITSELF AND ITS RELATED SECURED PARTIES, AGREES THAT IT WILL
RAISE NO OBJECTION OR OPPOSE OR CONTEST (OR JOIN WITH OR SUPPORT ANY THIRD PARTY
OPPOSING, OBJECTING OR CONTESTING) TO ANY