MANNER THAT MINIMIZES ANY RESULTING LIBOR BREAKAGE COSTS.
(E)
LETTER OF CREDIT OBLIGATIONS.
IN THE EVENT
ANY LETTERS OF CREDIT ARE OUTSTANDING AT THE TIME THAT THE REVOLVING LOAN
COMMITMENT IS TERMINATED OR LETTERS OF CREDIT
14
ARE REQUIRED TO BE CASH COLLATERALIZED AT ANY TIME PURSUANT TO THE TERMS OF THIS
AGREEMENT, 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 (OTHER THAN CONTINGENT INDEMNIFICATION OBLIGATIONS AS TO
WHICH NO UNSATISFIED CLAIM HAS BEEN ASSERTED) SHALL BECOME DUE AND PAYABLE UPON
THE COMMITMENT 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 (OTHER THAN CONTINGENT
INDEMNIFICATION OBLIGATIONS AS TO WHICH NO UNSATISFIED CLAIM HAS BEEN ASSERTED)
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 LOANS,
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 AS TO BORROWER 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