DISCRETION, DESIGNATE IN WRITING TO
ADMINISTRATIVE BORROWER FOR SUCH PURPOSE.
INTEREST SHALL BE DUE UNTIL AND
INCLUDING THE NEXT BUSINESS DAY, IF THE AMOUNTS SO PAID BY BORROWERS TO THE
AGENT PAYMENT ACCOUNT OR OTHER BANK ACCOUNT DESIGNATED BY AGENT ARE RECEIVED IN
SUCH BANK ACCOUNT LATER THAN 12:00 NOON, CHICAGO TIME.
(B)
NO TERMINATION OF THE COMMITMENTS, 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 AGENT'S CONTINUING SECURITY
INTEREST IN THE COLLATERAL AND THE RIGHTS AND REMEDIES OF 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 AGENT 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 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.
119
(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.
(C)
ALL REFERENCES TO ANY BORROWER, GUARANTOR, 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 AGENT, IF SUCH EVENT OF DEFAULT IS
CAPABLE OF BEING CURED AS DETERMINED BY AGENT.
(G)
ALL REFERENCES TO THE TERM "GOOD FAITH" USED HEREIN WHEN
APPLICABLE TO 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.
BORROWERS AND GUARANTORS SHALL HAVE THE BURDEN OF
PROVING ANY