COLLATERAL TO LENDER (OR AT LENDER'S OPTION, A LETTER OF CREDIT
ISSUED FOR THE ACCOUNT OF BORROWERS AND AT BORROWERS' EXPENSE, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO LENDER, BY AN ISSUER REASONABLY ACCEPTABLE
TO LENDER AND PAYABLE TO LENDER AS BENEFICIARY) IN SUCH AMOUNTS AS LENDER
DETERMINES ARE REASONABLY NECESSARY TO SECURE LENDER FROM LOSS, COST, DAMAGE OR
EXPENSE, INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, IN CONNECTION WITH
ANY CONTINGENT OBLIGATIONS, INCLUDING ISSUED AND OUTSTANDING LETTERS OF CREDIT
AND CHECKS OR OTHER PAYMENTS PROVISIONALLY CREDITED TO THE OBLIGATIONS AND/OR AS
TO WHICH LENDER HAS NOT YET RECEIVED FINAL AND INDEFEASIBLE PAYMENT (AND
INCLUDING ANY CONTINGENT LIABILITY OF LENDER TO ANY BANK AT WHICH DEPOSIT
ACCOUNTS OF BORROWER ARE MAINTAINED UNDER ANY DEPOSIT ACCOUNT CONTROL AGREEMENT)
AND FOR ANY OF THE OBLIGATIONS ARISING UNDER OR IN CONNECTION WITH ANY BANK
PRODUCTS IN SUCH AMOUNTS AS LENDER MAY REASONABLY REQUIRE (UNLESS SUCH
OBLIGATIONS ARISING UNDER OR IN CONNECTION WITH ANY BANK PRODUCTS ARE PAID IN
FULL IN CASH AND TERMINATED IN A MANNER REASONABLY SATISFACTORY TO LENDER).
THE
AMOUNT OF SUCH CASH COLLATERAL (OR LETTER OF CREDIT, AS LENDER MAY DETERMINE) AS
TO ANY LETTER OF CREDIT OBLIGATIONS SHALL BE IN THE AMOUNT EQUAL TO ONE HUNDRED
TEN (110%) PERCENT OF THE AMOUNT OF THE LETTER OF CREDIT OBLIGATIONS PLUS THE
AMOUNT OF ANY FEES AND EXPENSES PAYABLE IN CONNECTION THEREWITH THROUGH THE END
OF THE LATEST EXPIRATION DATE OF THE DATE OF THE LETTERS OF CREDIT GIVING RISE
TO SUCH LETTER OF CREDIT OBLIGATIONS.
SUCH PAYMENTS IN RESPECT OF THE
OBLIGATIONS AND CASH COLLATERAL SHALL BE REMITTED BY WIRE TRANSFER IN FEDERAL
FUNDS TO THE LENDER PAYMENT ACCOUNT OR SUCH OTHER BANK ACCOUNT OF LENDER, AS
LENDER MAY, IN ITS DISCRETION, DESIGNATE IN WRITING TO BORROWERS FOR SUCH
PURPOSE.
INTEREST SHALL BE DUE UNTIL AND INCLUDING THE NEXT BUSINESS DAY, IF
THE AMOUNTS SO PAID BY BORROWERS TO THE LENDER PAYMENT ACCOUNT OR OTHER BANK
ACCOUNT DESIGNATED BY LENDER ARE RECEIVED IN SUCH BANK ACCOUNT LATER THAN 12:00
NOON, LOS ANGELES TIME.
(B)
NO TERMINATION OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING
AGREEMENTS SHALL RELIEVE OR DISCHARGE ANY BORROWER OR GUARANTOR OF ITS
RESPECTIVE DUTIES, OBLIGATIONS AND COVENANTS UNDER THIS AGREEMENT OR ANY OF THE
OTHER FINANCING AGREEMENTS UNTIL ALL OBLIGATIONS HAVE BEEN FULLY AND FINALLY
DISCHARGED AND PAID, AND LENDER'S CONTINUING SECURITY
110
INTEREST IN THE COLLATERAL AND THE RIGHTS AND REMEDIES OF LENDER HEREUNDER,
UNDER THE OTHER FINANCING AGREEMENTS AND APPLICABLE LAW, SHALL REMAIN IN EFFECT
UNTIL ALL SUCH OBLIGATIONS HAVE BEEN FULLY AND FINALLY DISCHARGED AND PAID.
ACCORDINGLY, EACH BORROWER AND GUARANTOR WAIVES ANY RIGHTS IT MAY HAVE UNDER THE
UCC TO DEMAND THE FILING OF TERMINATION STATEMENTS WITH RESPECT TO THE
COLLATERAL AND LENDER SHALL NOT BE REQUIRED TO SEND SUCH TERMINATION STATEMENTS
TO BORROWERS OR GUARANTORS, 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 PAID