INCLUDING THE DATE IMMEDIATELY PRECEDING THE FIRST
ANNIVERSARY OF THE CLOSING DATE, (Y) 2.00% OF THE MAXIMUM LOAN AMOUNT IF THE
EARLY TERMINATION DATE OCCURS ON OR AFTER THE FIRST ANNIVERSARY OF THE CLOSING
DATE TO AND INCLUDING THE DATE IMMEDIATELY PRECEDING THE SECOND ANNIVERSARY OF
THE CLOSING DATE, AND (Z) 1.00% OF THE MAXIMUM LOAN AMOUNT IF THE EARLY
TERMINATION DATE OCCURS ON OR AFTER THE SECOND ANNIVERSARY OF THE CLOSING DATE
TO AND INCLUDING THE DATE WHICH IS NINETY (90) DAYS PRIOR TO THE THIRD
ANNIVERSARY OF THE CLOSING DATE.
13.2.
TERMINATION.
THE TERMINATION OF THE AGREEMENT
SHALL NOT AFFECT ANY BORROWER'S, AGENT'S OR ANY LENDER'S RIGHTS, OR ANY OF THE
OBLIGATIONS HAVING THEIR INCEPTION PRIOR TO THE EFFECTIVE DATE OF SUCH
TERMINATION, AND THE PROVISIONS HEREOF SHALL CONTINUE TO BE FULLY OPERATIVE
UNTIL ALL TRANSACTIONS ENTERED INTO, RIGHTS OR INTERESTS CREATED OR OBLIGATIONS
HAVE BEEN FULLY AND INDEFEASIBLY PAID, DISPOSED OF, CONCLUDED OR LIQUIDATED.
THE SECURITY INTERESTS, LIENS AND RIGHTS GRANTED TO AGENT AND LENDERS HEREUNDER
AND THE FINANCING STATEMENTS FILED HEREUNDER SHALL CONTINUE IN FULL FORCE AND
EFFECT, NOTWITHSTANDING THE TERMINATION OF THIS AGREEMENT OR THE FACT THAT
BORROWERS' ACCOUNT MAY FROM TIME TO TIME BE TEMPORARILY IN A ZERO OR CREDIT
POSITION, UNTIL ALL OF THE OBLIGATIONS OF EACH BORROWER HAVE BEEN INDEFEASIBLY
PAID AND PERFORMED IN FULL AFTER THE TERMINATION OF THIS AGREEMENT OR EACH
BORROWER HAS FURNISHED AGENT AND LENDERS WITH AN INDEMNIFICATION SATISFACTORY TO
AGENT AND LENDERS WITH RESPECT THERETO.
ACCORDINGLY, EACH BORROWER WAIVES ANY
RIGHTS WHICH IT MAY HAVE UNDER THE UNIFORM COMMERCIAL CODE TO DEMAND THE FILING
OF TERMINATION STATEMENTS WITH RESPECT TO THE COLLATERAL, AND AGENT SHALL NOT BE
REQUIRED TO SEND SUCH TERMINATION STATEMENTS TO EACH BORROWER, OR TO FILE THEM
WITH ANY FILING OFFICE, UNLESS AND UNTIL THIS AGREEMENT SHALL HAVE BEEN
TERMINATED IN ACCORDANCE WITH ITS TERMS AND ALL OBLIGATIONS HAVE BEEN
INDEFEASIBLY PAID IN FULL IN IMMEDIATELY AVAILABLE FUNDS. ALL
86
REPRESENTATIONS, WARRANTIES, COVENANTS, WAIVERS AND AGREEMENTS CONTAINED HEREIN
SHALL SURVIVE TERMINATION HEREOF UNTIL ALL OBLIGATIONS ARE INDEFEASIBLY PAID AND
PERFORMED IN FULL.
XIV.
REGARDING AGENT.
14.1.
APPOINTMENT.
EACH LENDER HEREBY DESIGNATES PNC TO
ACT AS AGENT FOR SUCH LENDER UNDER THIS AGREEMENT AND THE OTHER DOCUMENTS.
EACH
LENDER HEREBY IRREVOCABLY AUTHORIZES AGENT TO TAKE SUCH ACTION ON ITS BEHALF
UNDER THE PROVISIONS OF THIS AGREEMENT AND THE OTHER DOCUMENTS AND TO EXERCISE
SUCH POWERS AND TO PERFORM SUCH DUTIES HEREUNDER AND THEREUNDER AS ARE
SPECIFICALLY DELEGATED TO OR REQUIRED OF AGENT BY THE TERMS HEREOF AND THEREOF
AND SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO AND AGENT SHALL HOLD
ALL COLLATERAL, PAYMENTS OF PRINCIPAL AND INTEREST, FEES (EXCEPT THE FEES SET
FORTH IN SECTIONS 3.3(A) AND 3.4), CHARGES AND COLLECTIONS (WITHOUT GIVING
EFFECT TO ANY COLLECTION DAYS) RECEIVED PURSUANT TO THIS AGREEMENT, FOR THE
RATABLE BENEFIT OF LENDERS.
AGENT MAY PERFORM ANY OF ITS DUTIES HEREUNDER BY OR
THROUGH ITS AGENTS OR EMPLOYEES.
AS TO ANY MATTERS NOT EXPRESSLY PROVIDED FOR
BY