including issued
and outstanding Letter of Credit Accommodations and checks or other payments
provisionally credited to the Obligations and/or as to which Agent or any Lender
has not yet received final payment and any continuing obligations of Agent or
any Lender pursuant to any Deposit Account Control Agreement. The amount of such
cash collateral (or letter of credit, as 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 fees and expenses payable in connection therewith through the end
of the latest expiration date of the letters of credit giving rise to 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 Agent
Payment Account or such other bank account of Agent, as Agent 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 Agent Payment Account or other bank account designated by Agent
are received in such bank account later than 12:00 noon, New York time.
(B)
NO TERMINATION OF THE REVOLVING LOAN FACILITY, THIS AGREEMENT OR
THE OTHER FINANCING AGREEMENTS SHALL RELIEVE OR DISCHARGE ANY BORROWER OR ANY
BORROWER 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 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 AND
LENDERS HAVE NO FURTHER OBLIGATIONS HEREUNDER (FOLLOWING WHICH ALL SECURING
INTERESTS, LIENS AND THE LIKE SHALL BE RELEASED). 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 ANY BORROWER OR GUARANTOR, OR TO
FILE THEM WITH ANY FILING OFFICE, UNLESS AND UNTIL THIS AGREEMENT AND ALL TOTAL
COMMITMENTS OF ALL LENDERS SHALL HAVE BEEN TERMINATED IN ACCORDANCE WITH ITS
TERMS AND ALL OBLIGATIONS PAID AND SATISFIED IN FULL IN IMMEDIATELY AVAILABLE
FUNDS.
14.2
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
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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.
(C)
ALL REFERENCES TO ANY BORROWER, ANY GUARANTOR, ANY OBLIGOR, AGENT
AND ANY LENDER PURSUANT TO THE DEFINITIONS SET FORTH IN THE RECITALS HERETO, OR
TO ANY OTHER PERSON HEREIN, SHALL INCLUDE THEIR