TO ADMINISTRATIVE AGENT (OR AT ADMINISTRATIVE AGENT'S OPTION, A LETTER OF CREDIT
ISSUED FOR THE ACCOUNT OF BORROWERS AND AT BORROWERS' EXPENSE, IN FORM AND
SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT, BY AN ISSUER ACCEPTABLE TO
ADMINISTRATIVE AGENT AND PAYABLE TO ADMINISTRATIVE AGENT AS BENEFICIARY) IN SUCH
AMOUNTS AS ADMINISTRATIVE AGENT DETERMINES ARE REASONABLY NECESSARY TO SECURE
ADMINISTRATIVE AGENT AND LENDERS FROM LOSS, COST, DAMAGE OR EXPENSE, INCLUDING
ATTORNEYS' FEES AND EXPENSES, IN CONNECTION WITH ANY CONTINGENT OBLIGATIONS,
INCLUDING ISSUED AND OUTSTANDING LETTER OF CREDIT ACCOMMODATIONS AND CHECKS OR
OTHER PAYMENTS PROVISIONALLY CREDITED TO THE OBLIGATIONS AND/OR AS TO WHICH
ADMINISTRATIVE AGENT OR ANY LENDER HAS NOT YET RECEIVED FINAL AND INDEFEASIBLE
PAYMENT AND ANY CONTINUING OBLIGATIONS OF ADMINISTRATIVE AGENT OR ANY LENDER
PURSUANT TO ANY DEPOSIT ACCOUNT CONTROL AGREEMENT (CONTINGENT OR OTHERWISE) AND
FOR ANY OF THE OBLIGATIONS, ARISING UNDER OR IN CONNECTION WITH ANY BANK
PRODUCTS IN SUCH AMOUNTS AS THE BANK PRODUCT PROVIDER MAY REQUIRE (UNLESS SUCH
OBLIGATIONS ARISING UNDER OR IN CONNECTION WITH ANY BANK PRODUCTS ARE PAID IN
FULL IN CASH AND TERMINATED IN A MANNER SATISFACTORY TO THE BANK PRODUCT
PROVIDER).
THE AMOUNT OF SUCH CASH COLLATERAL (OR LETTER OF CREDIT, AS
ADMINISTRATIVE AGENT MAY DETERMINE) AS TO ANY LETTER OF CREDIT ACCOMMODATIONS
SHALL BE IN THE AMOUNT EQUAL TO ONE HUNDRED FIVE (105%) PERCENT OF THE AMOUNT OF
THE LETTER OF CREDIT ACCOMMODATIONS PLUS THE AMOUNT OF ANY EXPENSES PAYABLE OR
TO BECOME PAYABLE IN CONNECTION THEREWITH THROUGH THE END OF THE LATEST
EXPIRATION DATE OF SUCH LETTER OF CREDIT ACCOMMODATIONS.
SUCH PAYMENTS IN
RESPECT OF THE OBLIGATIONS AND CASH COLLATERAL SHALL BE REMITTED BY WIRE
TRANSFER IN FEDERAL FUNDS TO THE ADMINISTRATIVE AGENT PAYMENT ACCOUNT OR SUCH
OTHER BANK ACCOUNT OF ADMINISTRATIVE AGENT, AS ADMINISTRATIVE AGENT MAY, IN ITS
DISCRETION, DESIGNATE IN WRITING TO LEAD BORROWER FOR SUCH PURPOSE.
INTEREST
SHALL BE DUE UNTIL AND INCLUDING THE NEXT BUSINESS DAY, IF THE AMOUNTS SO PAID
BY BORROWERS TO THE ADMINISTRATIVE AGENT PAYMENT ACCOUNT OR OTHER BANK ACCOUNT
DESIGNATED BY ADMINISTRATIVE AGENT ARE RECEIVED IN SUCH BANK ACCOUNT LATER THAN
12:00 NOON, BOSTON TIME.
183
(B)
NO TERMINATION OF THIS AGREEMENT OR THE OTHER FINANCING AGREEMENTS SHALL
RELIEVE OR DISCHARGE ANY BORROWER OR GUARANTOR OF ITS RESPECTIVE DUTIES,
OBLIGATIONS AND COVENANTS UNDER THIS AGREEMENT OR THE OTHER FINANCING AGREEMENTS
UNTIL ALL OBLIGATIONS HAVE BEEN FULLY AND FINALLY DISCHARGED AND PAID, AND
ADMINISTRATIVE AGENT'S CONTINUING SECURITY INTEREST IN THE COLLATERAL AND THE
RIGHTS AND REMEDIES OF ADMINISTRATIVE AGENT AND LENDERS 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
ADMINISTRATIVE AGENT SHALL NOT BE REQUIRED TO SEND SUCH TERMINATION STATEMENTS
TO BORROWERS OR GUARANTORS, OR TO FILE THEM WITH ANY FILING OFFICE, IN EACH
CASE, UNLESS AND UNTIL THIS AGREEMENT SHALL