HAVE BEEN TERMINATED IN ACCORDANCE
WITH ITS TERMS AND ALL OBLIGATIONS PAID AND SATISFIED IN FULL IN IMMEDIATELY
AVAILABLE FUNDS.
13.2
INTERPRETATIVE PROVISIONS
.
(A)
ALL TERMS USED HEREIN WHICH ARE DEFINED IN ARTICLE 1, ARTICLE 8 OR
ARTICLE 9 OF THE UCC SHALL HAVE THE MEANINGS GIVEN THEREIN UNLESS OTHERWISE
DEFINED IN THIS AGREEMENT.
(B)
ALL REFERENCES TO THE PLURAL HEREIN SHALL ALSO MEAN THE SINGULAR AND TO
THE SINGULAR SHALL ALSO MEAN THE PLURAL UNLESS THE CONTEXT OTHERWISE REQUIRES.
184
(C)
ALL REFERENCES TO ANY BORROWER, GUARANTOR, ADMINISTRATIVE AGENT AND
LENDERS PURSUANT TO THE DEFINITIONS SET FORTH IN THE RECITALS HERETO, OR TO ANY
OTHER PERSON HEREIN, SHALL INCLUDE THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
(D)
THE WORDS "HEREOF", "HEREIN", "HEREUNDER", "THIS AGREEMENT" AND WORDS OF
SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A
WHOLE AND NOT ANY PARTICULAR PROVISION OF THIS AGREEMENT AND AS THIS AGREEMENT
NOW EXISTS OR MAY HEREAFTER BE AMENDED, MODIFIED, SUPPLEMENTED, EXTENDED,
RENEWED, RESTATED OR REPLACED.
(E)
THE WORD "INCLUDING" WHEN USED IN THIS AGREEMENT SHALL MEAN "INCLUDING,
WITHOUT LIMITATION" AND THE WORD "WILL" WHEN USED IN THIS AGREEMENT SHALL BE
CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AS THE WORD "SHALL".
(F)
AN EVENT OF DEFAULT SHALL EXIST OR CONTINUE OR BE CONTINUING UNTIL SUCH
EVENT OF DEFAULT IS WAIVED IN ACCORDANCE WITH SECTION 11.3 OR IS CURED IN A
MANNER SATISFACTORY TO ADMINISTRATIVE AGENT, IF SUCH EVENT OF DEFAULT IS CAPABLE
OF BEING CURED AS DETERMINED BY ADMINISTRATIVE AGENT.
(G)
ALL REFERENCES TO THE TERM "GOOD FAITH" USED HEREIN WHEN APPLICABLE TO
ADMINISTRATIVE AGENT OR ANY LENDER SHALL MEAN, NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN OR IN THE UCC, HONESTY IN FACT IN THE CONDUCT OR
TRANSACTION CONCERNED AND THE OBSERVANCE OF REASONABLE COMMERCIAL STANDARDS OF
FAIR DEALING BASED ON HOW AN ASSET-BASED LENDER WITH SIMILAR RIGHTS PROVIDING A
CREDIT FACILITY OF THE TYPE SET FORTH HEREIN WOULD ACT IN SIMILAR CIRCUMSTANCES
AT THE TIME WITH THE INFORMATION THEN AVAILABLE TO IT.
BORROWERS AND GUARANTORS
SHALL HAVE THE BURDEN OF PROVING ANY LACK OF GOOD FAITH ON THE PART OF
ADMINISTRATIVE AGENT OR ANY LENDER ALLEGED BY ANY BORROWER OR GUARANTOR AT ANY
TIME.
(H)
ANY ACCOUNTING TERM USED IN THIS AGREEMENT SHALL HAVE, UNLESS OTHERWISE
SPECIFICALLY PROVIDED HEREIN, THE MEANING CUSTOMARILY GIVEN IN ACCORDANCE WITH
GAAP, AND ALL FINANCIAL COMPUTATIONS HEREUNDER SHALL BE COMPUTED UNLESS
OTHERWISE SPECIFICALLY PROVIDED HEREIN, IN ACCORDANCE WITH GAAP AS CONSISTENTLY
APPLIED AND USING THE SAME METHOD FOR INVENTORY VALUATION AS USED IN THE
PREPARATION OF THE FINANCIAL STATEMENTS OF PARENT MOST RECENTLY RECEIVED BY
ADMINISTRATIVE AGENT PRIOR TO THE EFFECTIVE DATE OR SUCH OTHER METHOD AS MAY BE
ACCEPTABLE TO ADMINISTRATIVE AGENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN GAAP OR ANY INTERPRETATIONS OR OTHER PRONOUNCEMENTS BY THE
FINANCIAL ACCOUNTING STANDARDS BOARD OR OTHERWISE, THE TERM "UNQUALIFIED
OPINION" AS USED HEREIN TO REFER TO OPINIONS OR REPORTS PROVIDED BY ACCOUNTANTS
SHALL MEAN AN OPINION OR REPORT THAT