OUTSTANDING AT THE TIME THAT THE REVOLVING LOAN
COMMITMENT IS TERMINATED, BORROWER SHALL (1) DEPOSIT WITH AGENT FOR THE BENEFIT
OF ALL REVOLVING LENDERS CASH 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 OR CAUSE TO BE ISSUED BACK-UP LETTERS OF CREDIT
REASONABLY ACCEPTABLE TO AGENT, AND (2) PREPAY THE FEE PAYABLE UNDER
SECTION 1.3(D) 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
AND ANY OTHER AMOUNTS DEPOSITED WITH AGENT PURSUANT TO THIS CLAUSE (G) (WITH
RESPECT TO SUCH TERMINATED LETTER OF CREDIT) NOT APPLIED TO REIMBURSE THE L/C
ISSUER FOR DRAWINGS MADE ON 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
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upon termination of this Agreement.
Until all Obligations have been fully paid
and satisfied (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
in accordance with Section 1.5(g), 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 BORROWER AND ITS DOMESTIC SUBSIDIARIES 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.
AGENT SHALL HAVE THE RIGHT TO
ESTABLISH, MODIFY OR ELIMINATE RESERVES AGAINST ELIGIBLE ACCOUNTS FROM TIME TO
TIME IN ITS PERMITTED DISCRETION.
IN ADDITION, AGENT RESERVES THE RIGHT, AT ANY
TIME AND FROM TIME TO TIME AFTER THE RESTATEMENT EFFECTIVE DATE, TO ADJUST ANY
OF THE CRITERIA SET FORTH BELOW, TO ESTABLISH NEW CRITERIA AND TO ADJUST ADVANCE
RATES WITH RESPECT TO ELIGIBLE ACCOUNTS, IN ITS PERMITTED DISCRETION, SUBJECT TO
THE APPROVAL OF REQUISITE LENDERS IN THE CASE OF ADJUSTMENTS, NEW CRITERIA OR
CHANGES IN ADVANCE RATES WHICH HAVE THE EFFECT OF MAKING MORE CREDIT AVAILABLE.
ELIGIBLE ACCOUNTS SHALL NOT INCLUDE ANY ACCOUNT OF BORROWER OR ANY DOMESTIC
SUBSIDIARY THEREOF:
(A)
THAT DOES NOT ARISE FROM THE SALE OR LEASE
OF GOODS OR THE PERFORMANCE OF SERVICES BY BORROWER OR SUCH DOMESTIC SUBSIDIARY
IN THE ORDINARY COURSE OF ITS BUSINESS;
(B)