ALL REVOLVING LENDERS CASH OR DELIVER DULY ISSUED LETTER(S) OF CREDIT
SATISFACTORY TO AGENT IN SUPPORT OF ALL OUTSTANDING LETTERS OF CREDIT IN AN
AMOUNT EQUAL TO 105% OF THE AGGREGATE OUTSTANDING LETTER OF CREDIT OBLIGATIONS
TO BE AVAILABLE TO AGENT TO REIMBURSE PAYMENTS OF DRAFTS DRAWN UNDER SUCH
LETTERS OF CREDIT AND PAY ANY FEES AND EXPENSES RELATED THERETO AND (2) PREPAY
THE FEE PAYABLE UNDER SECTION 1.3(C) WITH RESPECT TO SUCH LETTERS OF CREDIT FOR
THE FULL REMAINING TERMS OF SUCH LETTERS OF CREDIT.
UPON TERMINATION OF ANY
SUCH LETTER OF CREDIT, THE UNEARNED PORTION OF SUCH PREPAID FEE ATTRIBUTABLE TO
SUCH LETTER OF CREDIT SHALL BE REFUNDED TO BORROWER.
1.6
MATURITY.
ALL OF THE OBLIGATIONS SHALL
BECOME DUE AND PAYABLE AS OTHERWISE SET FORTH HEREIN, BUT IN ANY EVENT ALL OF
THE REMAINING OBLIGATIONS SHALL BECOME DUE AND PAYABLE UPON TERMINATION OF THIS
AGREEMENT.
UNTIL ALL OBLIGATIONS HAVE BEEN FULLY PAID AND SATISFIED
13
(OTHER THAN CONTINGENT INDEMNIFICATION OBLIGATIONS TO THE EXTENT NO UNSATISFIED
CLAIM HAS BEEN ASSERTED), THE REVOLVING LOAN COMMITMENT HAS BEEN TERMINATED AND
ALL LETTERS OF CREDIT HAVE BEEN TERMINATED OR OTHERWISE SECURED TO THE
REASONABLE SATISFACTION OF AGENT IN ACCORDANCE WITH SECTION 1.5(F).
AGENT SHALL
BE ENTITLED TO RETAIN THE SECURITY INTERESTS IN THE COLLATERAL GRANTED UNDER THE
COLLATERAL DOCUMENTS AND THE ABILITY TO EXERCISE ALL RIGHTS AND REMEDIES
AVAILABLE TO THEM UNDER THE LOAN DOCUMENTS AND APPLICABLE LAWS.
NOTWITHSTANDING
ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, UPON ANY TERMINATION OF
THE REVOLVING LOAN COMMITMENT, ALL OF THE OBLIGATIONS SHALL BE DUE AND PAYABLE.
1.7
ELIGIBLE ACCOUNTS.
ALL OF THE ACCOUNTS
OWNED BY THE CREDIT PARTIES AND REFLECTED IN THE MOST RECENT BORROWING BASE
CERTIFICATE DELIVERED BY BORROWER TO AGENT SHALL BE "ELIGIBLE ACCOUNTS" FOR
PURPOSES OF THIS AGREEMENT, EXCEPT ANY ACCOUNT TO WHICH ANY OF THE EXCLUSIONARY
CRITERIA SET FORTH BELOW APPLIES.
IN ADDITION TO RESERVES ESTABLISHED ON THE
CLOSING DATE, FOLLOWING NOTICE BY AGENT TO BORROWER GIVEN REASONABLY IN ADVANCE,
AGENT SHALL HAVE THE RIGHT TO ESTABLISH OR MODIFY RESERVES AGAINST ELIGIBLE
ACCOUNTS FROM TIME TO TIME IN ITS GOOD FAITH CREDIT JUDGMENT BASED ON ITS
ANALYSIS OF FACTS OR EVENTS TO REFLECT CHANGES IN THE COLLECTABILITY OF ACCOUNTS
ARISING OR DISCOVERED BY AGENT AFTER THE CLOSING DATE.
ELIGIBLE ACCOUNTS SHALL
NOT INCLUDE ANY ACCOUNT OF ANY CREDIT PARTY:
(A)
THAT DOES NOT ARISE FROM THE SALE OF GOODS
OR THE PERFORMANCE OF SERVICES BY SUCH CREDIT PARTY IN THE ORDINARY COURSE OF
ITS BUSINESS;
(B)
(I) UPON WHICH SUCH CREDIT PARTY'S RIGHT TO
RECEIVE PAYMENT IS NOT ABSOLUTE OR IS CONTINGENT UPON THE FULFILLMENT OF ANY
CONDITION WHATSOEVER OR (II) AS TO WHICH SUCH CREDIT PARTY IS NOT ABLE TO BRING
SUIT OR OTHERWISE ENFORCE ITS REMEDIES AGAINST THE ACCOUNT DEBTOR THROUGH
JUDICIAL PROCESS, OR (III) IF THE ACCOUNT REPRESENTS A PROGRESS BILLING
CONSISTING OF AN INVOICE FOR GOODS SOLD OR USED OR SERVICES RENDERED PURSUANT TO
A CONTRACT UNDER WHICH THE ACCOUNT DEBTOR'S OBLIGATION TO PAY THAT