OR TOWARDS PAYMENT RATEABLY OF ALL INTEREST
(INCLUDING POST-PETITION INTEREST) ON THE SECURED OBLIGATIONS PAYABLE UNDER THE
CREDIT AGREEMENT, UNTIL PAYMENT IN FULL OF ALL SUCH INTEREST AND FEES SHALL HAVE
BEEN MADE;
9.2.4
IN OR TOWARDS (I) PAYMENT OF ALL OTHER SECURED
OBLIGATIONS RATEABLY AND (II) RATEABLE PROVISION FOR THE PAYMENT OF ALL OTHER
CONTINGENT SECURED OBLIGATIONS, UNTIL PAYMENT IN FULL OF ALL SUCH OTHER SECURED
OBLIGATIONS AND OTHER CONTINGENT SECURED OBLIGATIONS SHALL HAVE BEEN MADE (OR SO
PROVIDED FOR); AND
9.2.5
IN PAYMENT OF ANY SURPLUS TO THE CHARGOR OR OTHER
PERSON ENTITLED TO IT,
PROVIDED THAT COLLATERAL OWNED BY THE CHARGOR AND ANY PROCEEDS THEREOF SHALL BE
APPLIED PURSUANT TO CLAUSES 9.2.1, 9.2.2, 9.2.3 AND 9.2.4 ONLY TO THE EXTENT
PERMITTED BY THE LIMITATION IN SECTION 2(I) OF THE GUARANTEE AGREEMENT (WHICH
PROVIDES THAT THE OBLIGATIONS OF THE CHARGOR UNDER ITS TRANSACTION GUARANTEE
SHALL BE LIMITED TO AN AGGREGATE AMOUNT EQUAL TO THE LARGEST AMOUNT THAT WOULD
NOT RENDER SUCH TRANSACTION GUARANTEE SUBJECT TO AVOIDANCE UNDER SECTION 548 OF
THE UNITED STATES BANKRUPTCY CODE OR ANY COMPARABLE PROVISIONS OF APPLICABLE
LAW).
THE ADMINISTRATIVE AGENT MAY MAKE SUCH DISTRIBUTIONS HEREUNDER IN CASH OR
IN KIND OR, ON A RATEABLE BASIS, IN ANY COMBINATION THEREOF.
12
9.3
CONTINGENT SECURED OBLIGATION
IF, AT ANY TIME, ANY PORTION OF ANY MONIES COLLECTED OR RECEIVED BY THE
ADMINISTRATIVE AGENT WOULD, BUT FOR THE PROVISIONS OF THIS CLAUSE 9.3, BE
PAYABLE PURSUANT TO CLAUSE 9.2 IN RESPECT OF A CONTINGENT SECURED OBLIGATION,
THE ADMINISTRATIVE AGENT SHALL NOT APPLY ANY MONIES TO PAY SUCH CONTINGENT
SECURED OBLIGATION BUT INSTEAD SHALL REQUEST THE HOLDER THEREOF, AT LEAST 10
DAYS BEFORE EACH PROPOSED DISTRIBUTION HEREUNDER, TO NOTIFY THE ADMINISTRATIVE
AGENT AS TO THE MAXIMUM AMOUNT OF SUCH CONTINGENT SECURED OBLIGATION IF THEN
ASCERTAINABLE.
IF THE HOLDER OF SUCH CONTINGENT SECURED OBLIGATION DOES NOT
NOTIFY THE ADMINISTRATIVE AGENT OF THE MAXIMUM ASCERTAINABLE AMOUNT THEREOF AT
LEAST TWO BUSINESS DAYS BEFORE SUCH DISTRIBUTION, SUCH HOLDER WILL NOT BE
ENTITLED TO SHARE IN SUCH DISTRIBUTION.
IF SUCH HOLDER DOES SO NOTIFY THE
ADMINISTRATIVE AGENT AS TO THE MAXIMUM ASCERTAINABLE AMOUNTS THEREOF, THE
ADMINISTRATIVE AGENT WILL ALLOCATE TO SUCH HOLDER A PORTION OF THE MONIES TO BE
DISTRIBUTED IN SUCH DISTRIBUTION, CALCULATED AS IF SUCH CONTINGENT SECURED
OBLIGATION WERE OUTSTANDING IN SUCH MAXIMUM ASCERTAINABLE AMOUNT.
10.
LIABILITY OF ADMINISTRATIVE AGENT AND
DELEGATES
10.1
POSSESSION
If the Administrative Agent or any Delegate takes possession of the Charged
Assets, it or he may at any time relinquish possession.
10.2
ADMINISTRATIVE AGENT'S LIABILITY
NEITHER THE ADMINISTRATIVE AGENT NOR ANY DELEGATE SHALL (EITHER BY REASON OF
TAKING POSSESSION OF THE CHARGED ASSETS OR FOR ANY OTHER REASON AND WHETHER AS
MORTGAGEE IN POSSESSION OR OTHERWISE) BE LIABLE TO THE CHARGOR, ANY SECURED
PARTY OR ANY OTHER PERSON FOR ANY COSTS, LOSSES, LIABILITIES OR EXPENSES
RELATING TO THE REALISATION OF ANY CHARGED ASSETS OR FROM ANY ACT, DEFAULT,
OMISSION OR MISCONDUCT OF THE ADMINISTRATIVE AGENT, ANY DELEGATE OR THEIR
RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS