MINIMIZES ANY RESULTING
LIBOR BREAKAGE FEE.
(G)
LETTER OF CREDIT OBLIGATIONS.
IN THE EVENT ANY LETTERS OF CREDIT
ARE OUTSTANDING AT THE TIME THAT THE REVOLVING LOAN COMMITMENT IS TERMINATED,
BORROWER SHALL 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.
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 upon the Termination Date.
Until the Termination
Date, Agent shall be entitled to retain the Liens on 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
LOAN ACCOUNTS.
AGENT SHALL MAINTAIN A LOAN ACCOUNT (THE "LOAN
ACCOUNT") ON ITS BOOKS TO RECORD:
THE NAME AND FEDERAL EMPLOYER IDENTIFICATION
NUMBER OF EACH LENDER, ALL ADVANCES AND THE TERM LOAN, ALL PAYMENTS MADE BY
BORROWER, AND ALL OTHER DEBITS AND CREDITS AS PROVIDED IN THIS AGREEMENT WITH
RESPECT TO THE LOANS OR ANY OTHER OBLIGATIONS.
ALL ENTRIES IN THE LOAN ACCOUNT
SHALL BE MADE IN ACCORDANCE WITH AGENT'S CUSTOMARY ACCOUNTING PRACTICES AS IN
EFFECT FROM TIME TO TIME.
THE BALANCE IN THE LOAN ACCOUNT, AS RECORDED ON
AGENT'S MOST RECENT PRINTOUT OR OTHER WRITTEN STATEMENT, SHALL, ABSENT MANIFEST
ERROR, BE PRESUMPTIVE EVIDENCE OF THE AMOUNTS DUE AND OWING TO AGENT AND LENDERS
BY BORROWER; PROVIDED THAT ANY FAILURE TO SO RECORD OR ANY ERROR IN SO RECORDING
SHALL NOT LIMIT OR OTHERWISE AFFECT BORROWER'S DUTY TO PAY THE OBLIGATIONS.
AGENT SHALL RENDER TO BORROWER A MONTHLY ACCOUNTING OF TRANSACTIONS WITH RESPECT
TO THE LOANS SETTING FORTH THE BALANCE OF THE LOAN ACCOUNT FOR THE IMMEDIATELY
PRECEDING MONTH.
UNLESS BORROWER NOTIFIES AGENT IN WRITING OF ANY OBJECTION TO
ANY SUCH ACCOUNTING (SPECIFICALLY DESCRIBING THE BASIS FOR SUCH OBJECTION),
WITHIN FORTY-FIVE (45) DAYS AFTER THE DATE THEREOF, EACH AND EVERY SUCH
ACCOUNTING SHALL, ABSENT MANIFEST ERROR, BE DEEMED FINAL, BINDING AND CONCLUSIVE
ON BORROWER IN ALL RESPECTS AS TO ALL MATTERS REFLECTED THEREIN.
ONLY THOSE
ITEMS EXPRESSLY OBJECTED TO IN SUCH NOTICE SHALL BE DEEMED TO BE DISPUTED BY
BORROWER.
NOTWITHSTANDING ANY PROVISION HEREIN CONTAINED TO THE CONTRARY, ANY
LENDER MAY ELECT (WHICH ELECTION MAY BE REVOKED) TO DISPENSE WITH THE ISSUANCE
OF NOTES TO THAT LENDER AND MAY RELY ON THE LOAN ACCOUNT AS EVIDENCE OF THE
AMOUNT OF OBLIGATIONS FROM TIME TO TIME OWING TO IT.
16
1.8
Yield Protection; Illegality.
(A)
CAPITAL ADEQUACY AND OTHER ADJUSTMENTS.
IN THE EVENT THAT ANY
LENDER SHALL HAVE DETERMINED THAT THE ADOPTION AFTER THE DATE HEREOF OF ANY LAW,