EXECUTION
COPY
I
NTERCREDITOR
AND C OLLATERAL A GENCY A GREEMENT
This I NTERCREDITOR AND C OLLATERAL A GENCY A GREEMENT , dated as of January 31, 2006, is
entered into among C ITICORP N ORTH A MERICA, I NC. (‘‘
CNAI
’’), as
administrative agent for the Revolving Credit Lenders, Swing Loan
Lenders and Issuers (in such capacity, the ‘‘
Revolving Facility Agent ’’), CNAI, as
administrative agent for the Term Loan Lenders (in such capacity,
the ‘‘ Term Facility Agent ’’),
CNAI, as collateral agent for the Secured Parties (in such
capacity, the ‘‘ Collateral Agent
’’), T HE W ARNACO G ROUP, I NC . (‘‘ Group
’’), W ARNACO I NC. ( the ‘‘ Company
’’) and each other Loan Party.
W I T N E S S E T H :
W HEREAS , Group, the Company, the Lenders
and Issuers party thereto from time to time, the Revolving Facility
Agent, the Term Facility Agent and the Collateral Agent have
entered into the Amended and Restated Credit Agreement, dated as of
the date hereof (as such agreement may be amended, restated,
supplemented, renewed or otherwise modified from time to time,
together with any other agreements pursuant to which any of the
Indebtedness, commitments, obligations, costs, expenses, fees,
reimbursements, indemnities or other obligations payable or owing
thereunder may be refinanced, restructured, renewed, extended,
increased, refunded or replaced, the ‘‘ Credit
Agreement ’’); and
W HEREAS , it is a condition to the
effectiveness of the Credit Agreement that the parties hereto
execute and deliver this Agreement;
N OW, T HEREFORE , in consideration of the premises
and the covenants and agreements contained herein, the parties
hereto hereby agree as follows:
Section
1. Definitions
1.1
Definitions
(a) Unless
otherwise defined herein, terms are used herein as defined in the
Credit Agreement. In addition, as used in this Agreement, the
following terms shall have the following meanings (such meanings to
be equally applicable to both the singular and plural forms of the
terms defined):
‘‘
Agent ’’ shall mean each of the Senior Agent,
the Junior Agent and the Collateral Agent.
‘‘
Agreement ’’ shall mean this Intercreditor
Agreement, as amended, restated, supplemented or otherwise modified
from time to time in accordance with the terms hereof.
‘‘
Bankruptcy Code ’’ shall mean title 11,
United States Code.
‘‘
Bankruptcy Law ’’ shall mean the Bankruptcy
Code, or any similar federal, state or foreign Requirement of Law
for the relief of debtors or any arrangement, reorganization,
insolvency, moratorium, assignment for the benefit of creditors,
any other marshalling of the assets and liabilities of Group, the
Company or any other Loan Party or any similar law relating to or
affecting the enforcement of creditors’ rights
generally.
‘‘
Collateral ’’ shall mean, collectively, the
Revolving Priority Collateral and the Specified IP
Collateral.
‘‘
Collateral Agent ’’ shall include, in addition
to the Collateral Agent referred to in the recitals hereto, any
successors and assigns to the Collateral Agent permitted
hereunder.
‘‘
Collateral Documents ’’ shall mean this
Agreement, the Senior Documents, the Junior Documents and all other
security agreements, pledge agreements, mortgages, guaranties and
other documents executed and/or delivered by the Loan Parties and
accepted by the Collateral Agent.
‘‘ Credit
Agreement ’’ shall have the meaning set forth in
the recitals to this Agreement.
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‘‘
Insolvency or Liquidation Proceeding ’’ shall
mean, collectively, (a) any voluntary or involuntary case or
proceeding under the Bankruptcy Law with respect to Group, the
Company or any other Loan Party, (b) any other voluntary or
involuntary insolvency, reorganization or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or
other similar case or proceeding with respect to Group, the Company
or any other Loan Party or with respect to any of their respective
assets, (c) any liquidation, dissolution, reorganization or
winding up of, Group, the Company or any Loan Party, whether
voluntary or involuntary and whether or not involving insolvency or
bankruptcy (except as permitted by Section 8.7 of the Credit
Agreement), and (d) any assignment for the benefit of
creditors or any other marshaling of assets and liabilities of
Group, the Company or any other Loan Party.
‘‘ Junior
Agent ’’ shall mean (a) with respect to any
Revolving Claim or any Revolving Priority Collateral, the Term
Facility Agent and (b) with respect to any Term Loan Claim or any
Specified IP Collateral, the Revolving Facility Agent.
‘‘ Junior
Claims ’’ shall mean (a) with respect to any
Revolving Priority Collateral, all Term Loan Claims and (b) with
respect to any Specified IP Collateral, all Revolving
Claims.
‘‘ Junior
Documents ’’ shall mean, collectively, with respect
to any Junior Claim, any provision pertaining to such Junior Claim
in any Loan Document or any other document, instrument or
certificate evidencing or delivered in connection with such Junior
Claim.
‘‘ Junior
Liens ’’ shall mean (a) with respect to the
Revolving Priority Collateral, all Liens securing the Term Loan
Claims and (b) with respect to the Specified IP Collateral, all
Liens securing the Revolving Claims.
‘‘ Junior
Secured Parties ’’ shall mean (a) with respect to
the Revolving Priority Collateral, all Term Loan Secured Parties
and (b) with respect to the Specified IP Collateral, all Revolving
Credit Secured Parties.
‘‘ Notice
of Actionable Default ’’ shall mean a written
certification identified as a ‘‘ Notice of
Actionable Default ,’’ substantially in the form
attached hereto as Exhibit B or such other form reasonably
satisfactory to the Collateral Agent, from any Administrative Agent
addressed to the Collateral Agent certifying that an Event of
Default has occurred and is continuing under the Credit Agreement
and that any required notice thereof has been given and any grace
periods provided for therein have expired.
‘‘ pay in
full ,’’ ‘‘ paid in full
’’ or ‘‘ payment in full
’’ shall mean with respect to any Secured Claims, the
payment in full in cash of the principal of, accrued (but unpaid)
interest and premium, if any, on all such Secured Claims and, with
respect to letters of credit outstanding thereunder, delivery of
cash collateral or backstop letters of credit in respect thereof in
compliance with the relevant Collateral Documents, in each case,
after or concurrently with termination of all Commitments
thereunder and payment in full in cash of any other such Secured
Claims that are due and payable at or prior to the time such
principal and interest are paid.
‘‘
Post-Petition Interest ’’ means all interest
accruing or that would have accrued, whether as a result of the
classification of the Junior Claims and the Senior Claims as one
secured claim with respect to the Collateral (and not separate
classes of senior and junior secured claims) or otherwise, after
the commencement of any Insolvency Proceeding, irrespective of
whether a claim for post-filing or post-petition interest is
allowed in any such Insolvency Proceeding.
‘‘
Revolving Claims ’’ shall mean all Revolving
Credit Secured Obligations and all extensions of credit under any
financing, or any arrangement for use of cash collateral, under any
Bankruptcy Law extended or provided to any Loan Party by the
Revolving Credit Secured Parties or arranged by the Revolving
Facility Agent.
‘‘
Revolving Credit Secured Obligations ’’ shall
have the meaning set forth in the Pledge and Security
Agreement.
‘‘
Revolving Credit Secured Party ’’ shall have the
meaning set forth in the Pledge and Security Agreement.
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‘‘
Revolving Facility Agent ’’ shall include, in
addition to the Revolving Facility Agent referred to in the
recitals hereto, (a) any successors and assigns thereto or any
acting Revolving Facility Agent, in each case, as permitted under
the Credit Agreement, and (b) if there is no acting Revolving
Facility Agent, the Requisite Revolving Credit Lenders.
‘‘
Revolving Priority Collateral ’’ shall mean,
collectively, the ‘‘ Revolving Priority
Collateral ,’’ as defined in the Pledge and
Security Agreement and any other Collateral (as defined in the
Credit Agreement) of the same type.
‘‘
Secured Claims ’’ shall mean, collectively, the
Revolving Claims and the Term Loan Claims.
‘‘
Secured Parties ’’ shall mean, collectively, the
Senior Secured Parties and the Junior Secured Parties.
‘‘ Senior
Agent ’’ shall mean (a) with respect to any
Revolving Claim or any Revolving Priority Collateral, the Revolving
Facility Agent and, after the payment in full of the Revolving
Claims, the Term Facility Agent and (b) with respect to any Term
Loan Claim or any Specified IP Collateral, the Term Facility Agent
and, after the payment in full of the Term Loan Claims, the
Revolving Facility Agent.
‘‘ Senior
Claims ’’ shall mean (a) with respect to any
Revolving Priority Collateral, all Revolving Claims and (b) with
respect to any Specified IP Collateral, all Term Loan Claims.
‘‘ Senior Claims ’’ shall include
all interest accrued or accruing (or which would, absent the
commencement of an Insolvency or Liquidation Proceeding, accrue)
after the commencement of an Insolvency or Liquidation Proceeding
in accordance with and at the rate specified in the Senior
Documents whether or not the claim for such interest is allowed as
a claim in such Insolvency or Liquidation Proceeding. To the extent
any payment with respect to the Senior Claims (whether by or on
behalf of any Loan Party, as proceeds of security, enforcement of
any right of setoff or otherwise) is declared to be fraudulent or
preferential in any respect, set aside or required to be paid to a
debtor in possession, trustee, receiver or similar Person, then the
obligation or part thereof originally intended to be satisfied
shall be deemed to be reinstated and outstanding as if such payment
had not occurred.
‘‘ Senior
Collateral ’’ shall mean (a) with respect to any
Junior Secured Party, any Collateral on which it has a Junior Lien
and (b) with respect to any Senior Secured Party, any Collateral on
which it has a Senior Lien.
‘‘ Senior
Documents ’’ shall mean, collectively, with respect
to any Senior Claim, any provision pertaining to such Senior Claim
in any Loan Document or any other document, instrument or
certificate evidencing or delivered in connection with such Senior
Claim.
‘‘ Senior
Liens ’’ shall mean (a) with respect to the
Revolving Priority Collateral, all Liens securing the Revolving
Claims and (b) with respect to the Specified IP Collateral, all
Liens securing the Term Loan Claims.
‘‘ Senior
Secured Parties ’’ shall mean (a) with respect to
the Revolving Priority Collateral, all Revolving Credit Secured
Parties and (b) with respect to the Specified IP Collateral, all
Term Loan Secured Parties.
‘‘
Specified IP Collateral ’’ shall have the
meaning set forth in the Pledge and Security Agreement and any
other Collateral (as defined in the Credit Agreement) of the same
type.
‘‘ Term
Facility Agent ’’ shall include, in addition to the
Term Facility Agent referred to in the recitals hereto, (a) any
successors and assigns thereto or any acting Term Facility Agent,
in each case, as permitted under the Credit Agreement, and (b) if
there is no acting Term Facility Agent, the Requisite Term Loan
Lenders.
‘‘ Term
Loan Claims ’’ shall mean all Term Loan Secured
Obligations and all extensions of credit under any financing, or
any arrangement for use of cash collateral, under any Bankruptcy
Law extended or provided to any Loan Party by the Term Loan Secured
Parties or arranged by the Term Facility Agent.
‘‘ Term
Loan Secured Obligations ’’ shall have the meaning
set forth in the Pledge and Security Agreement.
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‘‘ Term
Loan Secured Party ’’ shall have the meaning set
forth in the Pledge and Security Agreement.
‘‘
Uniform Commercial Code ’’ or ‘‘
UCC ’’ shall mean the Uniform Commercial Code of
the State of New York, as amended.
1.2
Certain Other Terms
(a) The terms
‘‘ herein ,’’ ‘‘
hereof ,’’ ‘‘ hereto
’’ and ‘‘ hereunder ’’
and similar terms refer to this Agreement as a whole and not to any
particular Article, Section, subsection or clause in this
Agreement.
(b) References
herein to an Annex, Schedule, Article, Section, subsection or
clause, unless specifically stated otherwise, refer to the
appropriate Annex or Schedule to, or Article, Section, subsection
or clause in this Agreement.
(c) Where the
context requires, provisions relating to any Collateral, when used
in relation to any Loan Party, shall refer to such Loan
Party’s Collateral or any relevant part thereof.
(d) Any
reference in this Agreement to a Loan Document shall include all
appendices, exhibits and schedules thereto, and, unless
specifically stated otherwise, all amendments, restatements,
supplements or other modifications thereto, and as the same may be
in effect at any time such reference becomes operative.
(e) The term
‘‘ including ’’ means ‘‘
including, without limitation ’’ except when
used in the computation of time periods.
(f) References
in this Agreement to any statute shall be to such statute as
amended or modified and in effect from time to time.
Section
2. Collateral Agent
2.1
Appointment .
(a) Each
Senior Secured Party hereby appoints CNAI as the Collateral Agent
hereunder and authorizes the Collateral Agent to take such action
as agent on its behalf and to exercise such powers under this
Agreement and the other Collateral Documents as are delegated to
the Collateral Agent under such documents and to exercise such
powers as are reasonably incidental thereto. Without limiting the
foregoing, each Senior Secured Party hereby authorizes the
Collateral Agent to execute and deliver, and to perform its
obligations under, each of the Collateral Documents to which the
Collateral Agent is a party, to exercise all rights, powers and
remedies that the Collateral Agent may have under such documents
and to act as agent for the Senior Secured Parties under such
Collateral Documents.
(b) Each
Junior Secured Party hereby appoints CNAI as the Collateral Agent
hereunder and authorizes the Collateral Agent to take such action
as agent on its behalf and to exercise such powers under this
Agreement and the other Collateral Documents as are delegated to
the Collateral Agent under such documents and to exercise such
powers as are reasonably incidental thereto. Without limiting the
foregoing, each Junior Secured Party hereby authorizes the
Collateral Agent to execute and deliver, and to perform its
obligations under, each of the Collateral Documents to which the
Collateral Agent is a party, to exercise all rights, powers and
remedies that the Collateral Agent may have under such documents
and to act as agent for the Junior Secured Parties under such
Collateral Documents.
(c) Each
Secured Party hereby appoints CNAI as the Collateral Agent
hereunder and authorizes the Collateral Agent to take such action
as agent on its behalf and to exercise such powers under this
Agreement and the other Collateral Documents as are delegated to
the Collateral Agent under such documents and to exercise such
powers as are reasonably incidental thereto. Without limiting the
foregoing, each Secured Party hereby authorizes the Collateral
Agent to execute and deliver, and to perform its obligations under,
each of the Collateral Documents to which the Collateral Agent is a
party, to exercise all rights, powers and remedies that the
Collateral Agent may have under such documents and to act as agent
for the Secured Parties under such Collateral Documents.
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2.2
Actions; Direction of Administrative Agents .
(a) Except as
set forth in Section 2.2(b ), the Collateral Agent shall
take, or refrain from taking, any action as directed in writing (i)
by the applicable Administrative Agent as designated in the Credit
Agreement or any other Loan Document with respect to such action,
(ii) collectively by the Administrative Agents or (iii) in the
absence of such events, with respect to any Collateral (and any
provision of the Collateral Documents related thereto), (A) until
the payment in full of the Senior Claims in respect of such
Collateral, by the Senior Agent and (B) thereafter, the Junior
Agent.
(b) From and
after the receipt of any Notice of Actionable Default and prior to
the withdrawal of all pending Notices of Actionable Default, the
Collateral Agent shall take, or refrain from, taking any action,
with respect to any Collateral (and any provision of the Collateral
Documents related thereto), as directed in writing (i) until the
payment in full of the Senior Claims in respect of such Collateral,
by the Senior Agent and (ii) thereafter, the Junior Agent. Each
Administrative Agent, in the event all of the Events of Default
giving rise to any Notice of Actionable Default issued by such
Administrative Agent has been cured or waived or otherwise has
ceased to exist pursuant to the Credit Agreement, shall withdraw
such Notice of Actionable Default by written notice to the
Collateral Agent.
(c) Each
Administrative Agent shall promptly send to the other
Administrative Agent a copy of any written directions given by such
Administrative Agent pursuant to this Section 2.2 ;
provided , however , that the failure to comply with
this Section 2.2(c ) shall not impair any of the rights,
powers and remedies of such Administrative Agent or the Collateral
Agent under any Collateral Document.
(d) Notwithstanding
anything to the contrary provided herein or in the Collateral
Documents, the Collateral Agent shall not be obligated to take, or
refrain from taking, any action (i) to the extent the Collateral
Agent has received a written advice from its counsel that such
action is in conflict with any applicable law, Collateral Document
or order of any Governmental Authority or (ii) with respect to
which the Collateral Agent, in its reasonable judgment, has not
received adequate security or indemnity hereunder or under the
Collateral Documents.
(e) Nothing
in this Section 2.2 shall impair the right of the Collateral
Agent in its discretion to take or omit to take any action which is
deemed proper by the Collateral Agent under the Collateral
Documents and which it believes in good faith is not inconsistent
with any direction of the applicable Administrative Agent delivered
pursuant to this Section 2.2 ; provided ,
however , the Collateral Agent shall not be under any
obligation to take any discretionary action under the provisions of
this Agreement or any other Collateral Document unless so directed
by the applicable Administrative Agent.
2.3
Limitation on Duties .
(a) The
Collateral Agent shall be obliged to perform only such duties as
are specifically set forth in this Agreement or any other
Collateral Document, and no implied covenants or obligations shall
be read into any Collateral Document against the Collateral Agent.
The Collateral Agent shall, upon receipt of any written direction
pursuant to Section 2.2 , exercise the rights and powers
vested in it by any Collateral Document with respect to such
direction, and the Collateral Agent shall not be liable with
respect to any action taken or omitted in accordance with such
direction. If the Collateral Agent shall seek directions from any
Administrative Agent or the Lenders with respect to any action
under any Collateral Document, the Collateral Agent shall not be
required to take, or refrain from taking, such action until it
shall have received such direction.
(b) The
Collateral Agent’s sole duty with respect to the custody,
safekeeping and physical preservation of the Collateral in its
possession shall be to deal with it in the same manner as with
similar property for its own account. The powers conferred on the
Collateral Agent hereunder and under the Collateral Documents are
solely to protect the Collateral Agent’s interest in the
Collateral (for itself and for the benefit of the Secured Parties)
and, except as expressly set forth herein, shall not impose any
duty upon the Collateral Agent to exercise any such powers. The
Collateral Agent shall be accountable only for amounts that it
actually receives as a result of the exercise of such powers at the
direction of the applicable Administrative Agent, and neither the
Collateral Agent nor
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any of its officers,
directors, employees or agents shall be responsible to any Secured
Party or any Loan Party for any act or failure to act hereunder,
except for its own gross negligence or willful
misconduct.
2.4
Resignation and Removal .
(a) The
Collateral Agent may resign at any time by giving written notice
thereof to the Lenders and the Company. The Collateral Agent may be
removed at any time by the Administrative Agents, acting jointly,
or the Requisite Lenders by giving written notice thereof to the
Collateral Agent and the Company. Upon any such resignation or
removal, the Administrative Agents, acting jointly, or the
Requisite Lenders shall have the right to appoint a successor
Collateral Agent. If no successor Collateral Agent shall have been
so appointed, and shall have accepted such appointment, within 30
days following the notice of resignation or removal, then the
retiring Collateral Agent may, on behalf of the Secured Parties,
appoint a successor Collateral Agent. In either case, such
appointment shall be subject to the prior written approval of the
Company (which approval may not be unreasonably withheld or delayed
and shall not be required upon the occurrence and during the
continuance of an Event of Default).
(b) Upon the
acceptance of any appointment as the Collateral Agent by a
successor Collateral Agent, such successor Collateral Agent shall
succeed to, and become vested with, all the rights, powers,
privileges and duties of the retiring Collateral Agent, and the
retiring Collateral Agent shall be discharged from its duties and
obligations under this Agreement, the Credit Agreement and the
Collateral Documents. Promptly after any retiring Collateral
Agent’s resignation or removal hereunder as Collateral Agent,
the retiring Collateral Agent shall take such action as may be
reasonably necessary to assign to the successor Collateral Agent
its rights as Collateral Agent under the Collateral Documents and
to protect and maintain the Liens held by the Collateral Agent for
the benefit of the Secured Parties (including delivery of any
Collateral in its possession to the successor Collateral Agent).
After such resignation, the retiring Collateral Agent shall
continue to have the benefit of Section 8 as to any actions
taken or omitted to be taken by it while it was Collateral Agent
under this Agreement, the Credit Agreement and the Collateral
Documents.
(c) If no
Person has accepted appointment as a successor Collateral Agent
within 30 days following the notice of resignation or removal, the
retiring Collateral Agent’s resignation or removal shall
nevertheless thereupon become effective, and the Administrative
Agents, jointly, shall assume and perform all of the duties of the
retiring Collateral Agent hereunder until such time, if any, as the
Administrative Agents or the Requisite Lenders shall appoint a
successor Collateral Agent as provided for above.
Section
3. Priority of Liens
3.1 Lien
Subordination . Notwithstanding the date, manner or order of
grant, attachment or perfection of any Junior Lien in respect of
any Collateral or of any Senior Lien in respect of any Collateral
and notwithstanding any provision of the UCC, any applicable law,
any Collateral Document, any alleged or actual defect or deficiency
in any of the foregoing or any other circumstance whatsoever, the
Junior Agent, on behalf of each Junior Secured Party, in respect of
such Collateral hereby agrees that:
(a) any
Senior Lien in respect of such Collateral, regardless of how
acquired, whether by grant, statute, operation of law, subrogation
or otherwise, shall be and shall remain senior and prior to any
Junior Lien in respect of such Collateral (whether or not such
Senior Lien is subordinated to any Lien securing any other
obligation); and
(b) any
Junior Lien in respect of such Collateral, regardless of how
acquired, whether by grant, statute, operation of law, subrogation
or otherwise, shall be junior and subordinate in all respects to
any Senior Lien in respect of such Collateral.
3.2
Prohibition on Contesting Liens . In respect of any
Collateral, the Junior Agent, on behalf of each Junior Secured
Party, in respect of such Collateral agrees that it shall not, and
hereby waives any right to:
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(a) contest,
or support any other Person in contesting, in any proceeding
(including any Insolvency or Liquidation Proceeding), the priority,
validity or enforceability of any Senior Lien on such Collateral;
or
(b) demand,
request, plead or otherwise assert or claim the benefit of any
marshalling, appraisal, valuation or similar right which it may
have in respect of such Collateral or the Senior Liens on such
Collateral, except to the extent that such rights are expressly
granted in this Agreement.
3.3 New
Liens .
(a) The
parties hereto agree that, prior to the payment in full of the
Secured Claims, any Lien on any asset of any Loan Party securing
any Secured Claim (and which asset is not also subject to a Lien
securing all of the Secured Claims in accordance with the
priorities set forth herein) shall immediately be released upon
demand by any Agent or assigned to the Collateral Agent on behalf
of the Secured Parties, subject to the priorities set forth in
Section 3.1 , and, at all times prior to such release or
assignment, the Secured Party to whom such Lien was granted shall
be acting as a sub-agent of the Collateral Agent for the sole
purpose of perfecting the Lien on such asset.
(b) Each Loan
Party hereby agrees not to grant, or to permit any of its
Subsidiaries to grant, except as expressly permitted by the Credit
Agreement, a Lien on any of its respective assets to secure the
Senior Claims or the Junior Claims, as the case may be, to any
Person other than the Collateral Agent on behalf of the Secured
Parties, subject to the priorities set forth in Section 3.1
.
3.4
Separate Liens . Each of the parties hereto acknowledges and
agrees that (i) the grants of Liens pursuant to the Collateral
Documents constitute separate and distinct grants of Liens and (ii)
because of, among other things, their differing rights in the
Collateral, the Junior Claims in respect of any Collateral are
fundamentally different from the Senior Claims in respect of such
Collateral, and the Junior Claims and Senior Claims in respect of
any Collateral must be separately classified in any Insolvency
Proceeding. To further effectuate the intent of the parties as
provided in the immediately preceding sentence, if it is held that,
in respect of any Collateral, the Junior Claims and the Senior
Claims in respect of such Collateral constitute only one secured
claim (rather than separate classes of senior and junior secured
claims), then the Junior Secured Parties hereby acknowledge and
agree that all distributions shall be made as if there were
separate classes of senior and junior secured claims against the
Loan Parties in respect of any Collateral (with the effect that, to
the extent that the aggregate value of the Senior Collateral is
sufficient (for this purpose ignoring all claims held by the Junior
Secured Parties), the Senior Secured Parties shall be entitled to
receive, in addition to amounts distributed to them in respect of
principal, pre-petition interest and other claims, all amounts
owing in respect of Post-Petition Interest before any distribution
is made in respect of the claims held by the Junior Secured Parties
with respect to the Senior Collateral, with the Junior Secured
Parties hereby acknowledging and agreeing to turn over to the
Senior Secured Parties amounts otherwise received or receivable by
them to the extent necessary to effectuate the intent of this
sentence, even if such turnover has the effect of reducing the
claim or recovery of the Junior Secured Parties).
Section
4. Exercise of Remedies
4.1
Remedies .
(a) Prior to
the payment in full of the Senior Claims in respect of any
Coll
