AND SATISFIED IN FULL IN IMMEDIATELY AVAILABLE FUNDS.
(C)
LENDER SHALL RELEASE ANY SECURITY INTEREST IN, MORTGAGE OR LIEN
UPON, ANY OF THE COLLATERAL (I) UPON TERMINATION OF THE CREDIT FACILITY AND
PAYMENT AND SATISFACTION OF ALL OF THE OBLIGATIONS AND DELIVERY OF CASH
COLLATERAL TO THE EXTENT REQUIRED UNDER SECTION 12.1 ABOVE, OR (II) CONSTITUTING
PROPERTY BEING SOLD OR DISPOSED OF IF ADMINISTRATIVE BORROWER OR ANY BORROWER OR
GUARANTOR CERTIFIES TO LENDER THAT THE SALE OR DISPOSITION IS MADE IN COMPLIANCE
WITH SECTION 9.7 HEREOF, OR (III) CONSTITUTING PROPERTY IN WHICH ANY BORROWER OR
GUARANTOR DID NOT OWN AN INTEREST AT THE TIME THE SECURITY INTEREST, MORTGAGE OR
LIEN WAS GRANTED OR AT ANY TIME THEREAFTER, OR (IV) IF REQUIRED OR PERMITTED
UNDER THE TERMS OF ANY OF THE OTHER FINANCING AGREEMENTS, INCLUDING ANY
INTERCREDITOR AGREEMENT.
LENDER SHALL EXECUTE SUCH DOCUMENTS AS MAY BE
NECESSARY TO EVIDENCE THE RELEASE OF THE SECURITY INTEREST, MORTGAGE OR LIENS
GRANTED TO LENDER UPON ANY COLLATERAL TO THE EXTENT SET FORTH ABOVE; PROVIDED,
THAT, (I) LENDER SHALL NOT BE REQUIRED TO EXECUTE ANY SUCH DOCUMENT ON TERMS
WHICH, IN LENDER'S OPINION, WOULD EXPOSE LENDER TO LIABILITY OR CREATE ANY
OBLIGATIONS OR ENTAIL ANY CONSEQUENCE OTHER THAN THE RELEASE OF SUCH SECURITY
INTEREST, MORTGAGE OR LIENS WITHOUT RECOURSE OR WARRANTY AND
(II) SUCH RELEASE
SHALL NOT IN ANY MANNER DISCHARGE, AFFECT OR IMPAIR THE OBLIGATIONS OR ANY
SECURITY INTEREST, MORTGAGE OR LIEN UPON (OR OBLIGATIONS OF BORROWERS OR
GUARANTORS IN RESPECT OF) THE COLLATERAL RETAINED BY BORROWERS OR GUARANTORS.
12.2
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.
(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 AND LENDER 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.
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(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 LENDER, IF SUCH EVENT OF DEFAULT IS CAPABLE OF
BEING CURED AS DETERMINED BY LENDER.
(G)
ALL REFERENCES TO THE TERMS "GOOD FAITH" "OR "REASONABLE" OR
"REASONABLY" USED HEREIN OR