EXECUTION COPY
DEBTOR-IN-POSSESSION SECURITY
AGREEMENT
By
FOAMEX L.P.,
as Borrower,
and
THE GUARANTORS PARTY
HERETO
and
BANK OF AMERICA,
N.A.,
as Administrative
Agent
______________________
Dated as of February 24,
2009
ARTICLE I
DEFINITIONS AND
INTERPRETATION
|
SECTION 1.1
|
Definitions
|
2
|
|
SECTION 1.2
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Interpretation
|
5
|
|
SECTION 1.3
|
Resolution of Drafting Ambiguities
|
5
|
ARTICLE II
GRANT OF SECURITY AND SECURED
OBLIGATIONS
|
SECTION 2.1
|
Grant of Security Interest
|
5
|
ARTICLE III
PERFECTION; SUPPLEMENTS; FURTHER
ASSURANCES; USE OF PLEDGED COLLATERAL
|
SECTION 3.3
|
Financing Statements and Other Filings;
Maintenance of Perfected
|
|
SECTION 3.5
|
Joinder of Additional Guarantors
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6
|
|
SECTION 3.6
|
Supplements; Further Assurances
|
7
|
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND
COVENANTS
|
SECTION 4.2
|
Validity of Security Interest
|
8
|
|
SECTION 4.3
|
Defense of Claims; Transferability of Pledged
Collateral
|
8
|
|
SECTION 4.4
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Other Financing Statements
|
8
|
|
SECTION 4.5
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Chief Executive Office; Change of Name;
Jurisdiction of
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SECTION 4.8
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Consents, etc
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9
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SECTION 4.9
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Pledged Collateral
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9
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SECTION 4.11
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ABL Collateral Account
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9
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TABLE OF CONTENTS
(continued)
Page
ARTICLE V
RESERVED
ARTICLE VI
RESERVED
ARTICLE VII
CERTAIN PROVISIONS CONCERNING
RECEIVABLES
|
SECTION 7.1
|
Maintenance of Records
|
11
|
|
SECTION 7.3
|
Modification of Terms, etc
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11
|
|
SECTION 7.4
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Collection
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13
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ARTICLE VIII
TRANSFERS
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SECTION 8.1
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Transfers of Pledged Collateral
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13
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ARTICLE IX
REMEDIES
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SECTION 9.2
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Notice of Sale
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15
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SECTION 9.3
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Waiver of Notice and Claims
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15
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SECTION 9.5
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No Waiver; Cumulative Remedies
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16
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ARTICLE X
APPLICATION OF PROCEEDS
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SECTION 10.1
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Application of Proceeds
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16
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ARTICLE XI
MISCELLANEOUS
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SECTION 11.1
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Concerning Administrative Agent
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17
|
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SECTION 11.2
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Administrative Agent May Perform; Administrative
Agent Appointed
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SECTION 11.3
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Continuing Security Interest;
Assignment
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18
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SECTION 11.4
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Termination; Release
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18
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SECTION 11.5
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Modification in Writing
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19
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TABLE OF CONTENTS
(continued)
Page
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SECTION 11.7
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Governing Law, Consent to Jurisdiction and
Service of Process;
|
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SECTION 11.8
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Severability of Provisions
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19
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SECTION 11.9
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Execution in Counterparts
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20
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SECTION 11.10
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Business Days
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20
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SECTION 11.11
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No Credit for Payment of Taxes or
Imposition
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20
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SECTION 11.12
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No Claims Against Administrative
Agent
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20
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SECTION 11.13
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No Release
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20
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SECTION 11.14
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Obligations Absolute
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21
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SCHEDULE A
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ABL COLLATERAL ACCOUNTS
|
DEBTOR-IN-POSSESSION SECURITY
AGREEMENT
This DEBTOR-IN-POSSESSION SECURITY
AGREEMENT dated as of February 24, 2009 (as amended, amended and
restated, supplemented or otherwise modified from time to time in
accordance with the provisions hereof, this " Agreement ")
made by and among FOAMEX L.P., a Delaware limited partnership (the
" Borrower "), FOAMEX INTERNATIONAL INC., a Delaware
corporation (" Holdings "), FMXI, LLC, a Delaware limited
liability company (" FMXI ") and the other Guarantors listed
on the signature pages hereto (together with Holdings and FMXI, the
" Original Guarantors ") or from time to time party hereto
by execution of a joinder agreement (the " Additional
Guarantors ," and together with the Original Guarantors, the "
Guarantors "), as pledgors, assignors and debtors (the
Borrower, together with the Guarantors, in such capacities and
together with any successors in such capacities, the "
Pledgors ," and each, a " Pledgor "), in favor of
BANK OF AMERICA, N.A., in its capacity as administrative agent
pursuant to the Credit Agreement (as hereinafter defined), as
pledgee, assignee and secured party (in such capacities and
together with any successors in such capacities, the "
Administrative Agent ").
R E C I T A L S
:
A. The
Borrower, the Original Guarantors, the Administrative Agent, the
lending institutions party thereto from time to time (the "
Lenders ") and certain other parties have entered into that
certain Debtor-In-Possession Credit Agreement, dated as of February
24, 2009 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the " Credit Agreement
"; which term shall also include and refer to any increase in the
amount of indebtedness under the Credit Agreement and any
refinancing or replacement of the Credit Agreement (whether under a
bank facility, securities offering or otherwise) or one or more
successor or replacement facilities whether or not with a different
group of agents or lenders (whether under a bank facility,
securities offering or otherwise) and whether or not with different
obligors upon the Administrative Agent's acknowledgment of the
termination of the predecessor Credit Agreement).
B. Each
Guarantor has, pursuant to the Credit Agreement, unconditionally
guaranteed the Secured Obligations.
C. The
Borrower and each Guarantor will receive substantial benefits from
the execution, delivery and performance of the obligations under
the Credit Agreement and the other Loan Documents and each is,
therefore, willing to enter into this Agreement.
D. This
Agreement is given by each Pledgor in favor of the Administrative
Agent for the benefit of the Secured Parties to secure the payment
and performance of all of the Secured Obligations.
E. It
is a condition to the obligations of the New Term Lenders to make
the New Term Loans under the Credit Agreement and for the
Administrative Agent to issue or cause the issuance of Letters of
Credit as provided in the Credit Agreement that each Pledgor
execute and deliver the applicable Loan Documents, including this
Agreement.
A G R E E M E N
T :
NOW THEREFORE, in consideration of
the foregoing premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, each
Pledgor and the Administrative Agent hereby agree as
follows:
ARTICLE I
DEFINITIONS AND
INTERPRETATION
|
|
SECTION 1.1
|
Definitions
.
|
(a) Unless
otherwise defined herein or in the Credit Agreement, capitalized
terms used herein that are defined in the UCC shall have the
meanings assigned to them in the UCC; provided that in any event, the following terms shall
have the meanings assigned to them in the UCC:
" Bank "; " Inventory
"; " Financial Assets "; " Proceeds "; "
Records "; " Securities Account "; " Security
Entitlement "; and " Supporting Obligations
".
(b) Terms
used but not otherwise defined herein that are defined in the
Credit Agreement shall have the meanings given to them in the
Credit Agreement. The sections of Annex A to the Credit Agreement
entitled "Other Interpretive Provisions" and "Accounting Terms"
shall apply herein mutatis
mutandis .
(c)
The following terms shall have the following meanings:
" ABL Collateral " means: (i)
all Accounts; (ii) any and all right, title or interest of any Loan
Party, now owned or hereafter acquired or created, in any lockbox,
blocked account or any other deposit accounts or securities
accounts (including all ABL Collateral Accounts) maintained with
any bank or financial institutions into which the proceeds of any
Accounts or any loans made under the Credit Agreement are or may be
deposited; all cash and other monies and property at any time
deposited into any such lockbox, blocked account or other deposit
account or securities account or in the possession or control of
the Administrative Agent constituting proceeds of any Accounts; all
books, records, ledger cards and disks at any time evidencing or
containing information relating to any of the foregoing or any
Accounts and any right to use data processing software relating to
any of the foregoing or any Accounts; and (iii) any and all
proceeds (as such term is defined in the UCC) of any of the
foregoing (including any proceeds held in any deposit account or
securities account).
" ABL Collateral Account "
shall mean the Deposit Accounts identified on
Schedule A
hereto and any other Deposit
Account or Securities Account established with or approved by the
Administrative Agent and subject to a valid and perfected Lien in
favor of the Administrative Agent (whether by Control or otherwise)
(and with respect to which the Administrative Agent's Lien in such
Deposit Account or Securities Account is prior to all other Liens
(including Permitted Liens but excluding Other Prepetition Liens
and the Carve Out)) and into which any ABL Collateral shall be
deposited from time to time.
" ABL Inventory " shall mean
all goods that constituted Inventory of a Loan Party while owned by
such Loan Party that has left any manufacturing, warehouse or any
other (including any leased) facility of any Loan Party or any of
its bailees or contractors, to or for a customer or any other
Person for or on behalf of a customer or at a customer’s
direction or instruction (and whether or not any such goods are
subsequently returned to or otherwise located on any facility of
any Loan Party or any of its bailees or contractors).
" Accounts " means any and
all of the following, whether now existing or hereafter created or
acquired, in which any Loan Party has any right, title or interest:
(a) any accounts (as defined in the UCC) and any and all other
receivables, in each case, created by or arising from the sale,
lease or rental of any Inventory or rendition of services to a
customer, including without limitation, any such accounts or other
receivables arising under any Loan Party’s trade name or
style, whether or not presently in effect, or through any Loan
Party's divisions or business (collectively, the foregoing being
referred to as " Receivables "); (b) any and all
instruments, general intangibles or chattel paper (including
electronic chattel paper) (all as defined in the UCC) evidencing
any Receivables; (c) unpaid seller’s or lessor’s rights
(including rescission, replevin, reclamation, repossession and
stoppage in transit) relating to any of the foregoing or arising
from any of the foregoing; (d) rights to any ABL Inventory
represented by any of the foregoing or the sale, lease or rental of
which gave rise to any of the foregoing, including repossessed or
returned Inventory; (e) reserves and credit balances arising in
connection with any of the foregoing and the proceeds thereof; (f)
guarantees, supporting obligations, payment intangibles and letter
of credit rights (all as defined in the UCC), in each case,
supporting or securing payment of any of the foregoing;
(g) insurance policies or rights, in each case, supporting or
securing payment of any of the foregoing or providing coverage
against fraud with respect to ABL Collateral and (h) notes,
deposits or property of any account debtors securing the
obligations of any such account debtors to any Loan Party in
respect of any of the foregoing.
" Account Debtor " shall mean
each person who is obligated on a Receivable or Supporting
Obligation related thereto.
" Administrative Agent "
shall have the meaning assigned to such term in the Preamble
hereof.
" Agreement " shall have the
meaning assigned to such term in the Preamble hereof.
" Borrower " shall have the
meaning assigned to such term in the Preamble hereof.
" Control " shall mean (i) in
the case of each Deposit Account, "control," as such term is
defined in Section 9-104 of the UCC, and (ii) in the case of any
Security Entitlement, "control," as such term is defined in Section
8-106 of the UCC.
" Control Agreements " shall
mean, collectively, the Deposit Account Control Agreements and the
Securities Account Control Agreements.
" Credit Agreement " shall
have the meaning assigned to such term in Recital A
hereof.
" Deposit Account Control
Agreement " shall mean a control agreement in a form that is
reasonably satisfactory to the Administrative Agent establishing
the Administrative Agent's Control with respect to any Deposit
Account.
" Deposit Accounts " shall
mean, collectively, with respect to each Pledgor, (i) all "deposit
accounts" as such term is defined in the UCC and all accounts and
sub-accounts relating to any of the foregoing accounts and (ii) all
cash, funds, checks, notes and instruments from time to time on
deposit in any of the accounts or sub-accounts described in clause
(i) of this definition.
" Excluded Property " shall
mean:
(a) to the extent provided in the
Financing Orders, avoidance actions and the Proceeds thereof;
and
(b) any permit or license issued by
a Governmental Authority to any Pledgor or any agreement to which
any Pledgor is a party, in each case, only to the extent and for so
long as the terms of such permit, license or agreement or any
Requirement of Law applicable thereto, validly prohibit the
creation by such Pledgor of a security interest in such permit,
license or agreement in favor of the Administrative Agent (after
giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of
the UCC (or any successor provision or provisions) or any other
applicable law (including the Bankruptcy Code) or principles of
equity);
provided , however , that Excluded Property shall not include any
Proceeds, substitutions or replacements of any Excluded Property
(unless such Proceeds, substitutions or replacements would
constitute Excluded Property).
" Guarantors " shall have the
meaning assigned to such term in the Preamble hereof.
" Lenders " shall have the
meaning assigned to such term in Recital A hereof.
" Original Guarantors " shall
have the meaning assigned to such term in the Preamble
hereof.
" Pledged Collateral " shall
have the meaning assigned to such term in Section 2.1 hereof.
" Pledgor " shall have the
meaning assigned to such term in the Preamble hereof.
" Receivables " shall have
the meaning assigned to such term in the definition of
"Accounts".
" Secured Obligations " shall
mean the "Obligations" as that term is defined in the Credit
Agreement.
" Secured Parties " means,
collectively, (i) the Administrative Agent, (ii) the Lenders, the
Bank (as defined in the Credit Agreement), and the Letter of Credit
Issuer, and (iii) with respect to Obligations under Section 14.11
of the Credit Agreement, the Indemnified Persons.
" UCC " shall mean the
Uniform Commercial Code as in effect from time to time in the State
of New York; provided, however, that, at any time, if by reason of
mandatory provisions of law, any or all of the perfection or
priority of the Administrative Agent's and the Secured Parties'
security interest in any item or portion of the Pledged Collateral
is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, the term "UCC" shall
mean the Uniform Commercial Code as in effect, at such time, in
such other jurisdiction for purposes of the provisions hereof
relating to such perfection or priority.
SECTION 1.2
Interpretation . The rules of interpretation
specified in the Credit Agreement shall be applicable to this
Agreement.
SECTION 1.3
Resolution of Drafting Ambiguities . Each Pledgor
acknowledges and agrees that it was represented by counsel in
connection with the execution and delivery hereof, that it and its
counsel reviewed and participated in the preparation and
negotiation hereof and that any rule of construction to the effect
that ambiguities are to be resolved against the drafting party (
i.e. , the Administrative Agent) shall not be employed in
the interpretation hereof.
ARTICLE II
GRANT OF SECURITY AND SECURED
OBLIGATIONS
SECTION 2.1
Grant of Security Interest . As collateral security
for the payment and performance in full of all the Secured
Obligations, each Pledgor hereby pledges and grants to the
Administrative Agent for the benefit of the Secured Parties, a lien
on and security interest in all of the right, title and interest of
such Pledgor in, to and under the following property, wherever
located, and whether now existing or hereafter arising or acquired
from time to time (collectively, the " Pledged Collateral
"):
(i)
all ABL Collateral; and
(ii) to
the extent not covered by clause (i) above, all Proceeds and
products of each of the foregoing and all accessions to,
substitutions and replacements for, and rents, profits and products
of, each of the foregoing, any and all Proceeds of any insurance,
indemnity, warranty or guaranty payable to such Pledgor from time
to time with respect to any of the foregoing.
Notwithstanding anything to the
contrary contained in clauses (i) and (ii) above, (A) the security
interest created by clause (a) above shall not extend to, and the
term "Pledged Collateral" shall not include, any Excluded Property
and the Pledgors shall from time to time at the reasonable request
of the Administrative Agent give written notice to the
Administrative Agent identifying in reasonable detail the Excluded
Property and shall provide to the Administrative Agent such other
information regarding the Excluded Property as the Majority Lenders
or the Administrative Agent may reasonably request and (B) from and
after the Closing Date, no Pledgor shall permit to become effective
in any document creating, governing or providing for any material
permit, license or agreement a provision that would prohibit the
creation of a Lien on such material permit, license or agreement in
favor of the Administrative Agent unless such Pledgor
believes,
in its reasonable judgment, that
such prohibition is usual and customary in transactions of such
type.
SECTION 2.2
Filings . (a) Each Pledgor hereby irrevocably
authorizes the Administrative Agent at any time and from time to
time to file in any relevant jurisdiction any financing statements
and amendments thereto that contain the information required by
Article 9 of the Uniform Commercial Code of each applicable
jurisdiction for the filing of any financing statement or amendment
relating to the Pledged Collateral, including (i) whether such
Pledgor is an organization, the type of organization and any
organizational identification number issued to such Pledgor and
(ii) any financing or continuation statements or other documents
without the signature of such Pledgor where permitted by law. Each
Pledgor agrees to provide all information described in the
immediately preceding sentence to the Administrative Agent promptly
upon request by the Administrative Agent.
(b) Each
Pledgor hereby ratifies its authorization for the Administrative
Agent to file in any relevant jurisdiction any financing statements
of the type described in clause (a) above relating to the Pledged
Collateral if filed prior to the date hereof, with the
Administrative Agent delivering a copy of such filing to the
applicable Pledgor.
ARTICLE III
PERFECTION; SUPPLEMENTS; FURTHER
ASSURANCES; USE OF PLEDGED COLLATERAL
SECTION 3.3
Financing Statements and Other Filings; Maintenance of
Perfected Security Interest . Each Pledgor represents and
warrants that all financing statements, agreements, instruments and
other documents (including the Interim Order) necessary to perfect
the security interest granted by it to the Administrative Agent in
respect of the Pledged Collateral have been delivered to the
Administrative Agent in completed and, to the extent necessary or
appropriate, duly executed form for filing in each governmental,
municipal or other office. Each Pledgor agrees that at the sole
cost and expense of the Pledgors, such Pledgor will maintain the
security interest created by this Agreement in the Pledged
Collateral as a perfected security interest prior to all other
Liens on such Pledged Collateral (subject only to the Carve Out and
Other Prepetition Liens).
SECTION 3.5
Joinder of Additional Guarantors . The Pledgors shall
cause each Subsidiary of Holdings acquired or created after the
Filing Date to pledge any assets constituting ABL Collateral to the
Administrative Agent for the benefit of the Secured Parties
pursuant to the provisions of this Agreement and to execute and
deliver to the Administrative Agent a joinder agreement
substantially in a form of reasonably acceptable to the
Administrative Agent and the Majority Lenders within five (5)
Business Days of the date on which it was acquired or created. With
respect to the foregoing in this Section 3.5 , upon such execution and delivery,
such
Subsidiary shall constitute a
"Guarantor" and a "Pledgor" for purposes of the Credit Agreement
and all purposes hereunder with the same force and effect as if
originally named as a Guarantor and Pledgor herein. The execution
and delivery of such joinder agreement shall not require the
consent of any Pledgor hereunder. The rights and obligations of
each Pledgor hereunder shall remain in full force and effect
notwithstanding the addition of any new Guarantor and Pledgor as a
party to this Agreement.
SECTION 3.6
Supplements; Further Assurances . Each Pledgor shall
take such further actions, and execute and/or deliver to the
Administrative Agent such additional financing statements,
amendments, assignments, agreements, supplements, powers and
instruments, as the Administrative Agent may in its reasonable
judgment deem necessary or appropriate in order to create, perfect,
preserve and protect the security interest in the Pledged
Collateral as a security interest having at least the perfection
and priority described in Section 3.3 as provided herein and to preserve and protect
the rights and interests granted to the Administrative Agent
hereunder, to carry into effect the purposes hereof or better to
assure and confirm the validity, enforceability and priority of the
Administrative Agent's security interest in the Pledged Collateral
as a security interest having at least the perfection and priority
described in Section 3.3 or permit the Administrative Agent to exercise
and enforce its rights, powers and remedies hereunder with respect
to any Pledged Collateral, including the filing of financing
statements, continuation statements and other documents (including
this Agreement) under the Uniform Commercial Code (or other similar
laws) in effect in any jurisdiction with respect to the security
interest created hereby and the execution and delivery of Control
Agreements, all in form reasonably satisfactory to the
Administrative Agent and in such offices wherever required by law
to perfect, continue and maintain the validity, enforceability and
priority of the security interest in the Pledged Collateral as a
security interest having at least the perfection and priority
described in Section 3.3 as provided herein and to preserve the other
rights and interests granted to the Administrative Agent hereunder,
as against third parties, with respect to the Pledged Collateral.
Without limiting the generality of the foregoing, each Pledgor
shall make, execute, endorse, acknowledge, file or refile and/or
deliver to the Administrative Agent from time to time upon
reasonable request by the Administrative Agent such lists,
schedules, descriptions and designations of the Pledged Collateral,
copies of warehouse receipts, receipts in the nature of warehouse
receipts, bills of lading, documents of title, vouchers, invoices,
schedules, confirmatory assignments, supplements, additional
security agreements, conveyances, financing statements, transfer
endorsements, powers of attorney, certificates, reports and other
assurances or instruments as the Administrative Agent shall
reasonably request for such purposes. If an Event of Default has
occurred and is continuing, the Administrative Agent may institute
and maintain, in its own name or in the name of any Pledgor, such
suits and proceedings as the Administrative Agent may be advised by
counsel shall be necessary or expedient to prevent any impairment
of the security interest in or the perfection thereof in the
Pledged Collateral. All of the foregoing shall be at the sole cost
and expense of the Pledgors.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND
COVENANTS
Each Pledgor represents, warrants
and covenants as follows:
SECTION 4.1
Title . Except for the security interest granted to
the Administrative Agent for the ratable benefit of the Secured
Parties pursuant to this Agreement and Permitted Liens, such
Pledgor owns and has rights and, as to Pledged Collateral acquired
by it from time to time after the date hereof, will own and have
rights in each item of Pledged Collateral pledged by it hereunder,
free and clear of any and all Liens (subject only to the Carve Out
and Other Prepetition Liens).
SECTION 4.2
Validity of Security Interest . Upon the entry of the
Interim Order and the Final Order, which entry of the Interim Order
shall have occurred on or prior to the Closing Date, the security
interest in and Lien on the Pledged Collateral granted to the
Administrative Agent for the benefit of the Secured Parties
hereunder constitutes (a) a legal and valid security interest in
all the Pledged Collateral securing the payment and performance of
the Secured Obligations, and (b) a perfected security interest in
all the Pledged Collateral. To the extent perfection of the
security interest in such Pledged Collateral is required by this
Agreement, the Interim Order or the Final Order, the security
interest and Lien granted to the Administrative Agent for the
benefit of the Secured Parties pursuant to this Agreement in and on
such Pledged Collateral will at all times constitute a perfected
security interest and Lien prior to all other Liens, except for
Other Prepetition Liens and the Carve Out.
SECTION 4.3
Defense of Claims; Transferability of Pledged
Collateral . Subject to Section 7.1 of the Credit Agreement, each Pledgor shall, at
its own cost and expense, defend title to the Pledged Collateral
pledged by it hereunder and the security interest therein and Lien
thereon granted to the Administrative Agent and the priority
thereof against all claims and demands of all Persons, at its own
cost and expense, at any time claiming any interest therein adverse
to the Administrative Agent or any other Secured Party other than
Other Prepetition Liens and the Carve Out.
SECTION 4.4
Other Financing Statements . It has not filed, nor
authorized any third party to file (nor will there be), any valid
or effective financing statement (or similar statement, instrument
of registration or public notice under the law of any jurisdiction)
covering or purporting to cover any interest of any kind in the
Pledged Collateral, except such as have been filed in favor of the
Administrative Agent pursuant to this Agreement or in favor of any
holder of a Permitted Lien with respect to such Permitted Liens. No
Pledgor shall execute, authorize or permit to be filed in any
public office any financing statement (or similar statement,
instrument of registration or public notice under the law of any
jurisdiction) relating to any Pledged Collateral, except financing
statements and other statements and instruments filed or to be
filed in respect of and covering the security interests granted by
such Pledgor to the holder of the Permitted Liens.
SECTION 4.5
Chief Executive Office; Change of Name; Jurisdiction of
Organization . The Administrative Agent may rely on advice
of counsel as to whether any or all
UCC financing statements of the
Pledgors need to be amended as a result of any of the changes
described in Section 7.12 of the Credit Agreement. If any Pledgor fails to
provide information to the Administrative Agent about such changes
on a timely basis, the Administrative Agent shall not be liable or
responsible to any party for any failure to maintain a perfected
security interest in such Pledgor's property constituting Pledged
Collateral, for which the Administrative Agent needed to have
information relating to such changes. The Administrative Agent
shall have no duty to inquire about such changes if any Pledgor
does not inform the Administrative Agent of such changes, the
parties acknowledging and agreeing that it would not be feasible or
practical for the Administrative Agent to search for information on
such changes if such information is not provided by any
Pledgor.
SECTION 4.8
Consents, etc . In the event that the
Administrative
