LENDERS AS SUCH.
WITHOUT LIMITING
THE FOREGOING, THE LENDERS SO IDENTIFIED SHALL NOT HAVE OR BE DEEMED TO HAVE ANY
FIDUCIARY RELATIONSHIP WITH ANY LENDER AND NO LENDER SHALL BE DEEMED TO HAVE
RELIED, NOR SHALL ANY LENDER RELY, ON A LENDER SO IDENTIFIED AS A CO-AGENT,
SYNDICATION AGENT, DOCUMENTATION AGENT OR SUCH SIMILAR DESIGNATION IN DECIDING
TO ENTER INTO THIS AGREEMENT OR IN TAKING OR NOT TAKING ACTION HEREUNDER.
SECTION 13.
TERM OF AGREEMENT; MISCELLANEOUS
13.1
TERM.
(A)
THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS SHALL
BECOME EFFECTIVE AS OF THE DATE SET FORTH ON THE FIRST PAGE HEREOF AND SHALL
CONTINUE IN FULL FORCE AND EFFECT FOR A TERM
118
ENDING ON JUNE 24, 2010 (THE "MATURITY DATE"), UNLESS SOONER TERMINATED PURSUANT
TO THE TERMS HEREOF.
IN ADDITION, BORROWERS MAY TERMINATE THIS AGREEMENT AT
ANY TIME UPON TEN (10) DAYS PRIOR WRITTEN NOTICE TO AGENT (WHICH NOTICE SHALL BE
IRREVOCABLE) AND AGENT MAY, AT ITS OPTION, AND SHALL AT THE DIRECTION OF
REQUIRED LENDERS, TERMINATE THIS AGREEMENT AT ANY TIME ON OR AFTER AN EVENT OF
DEFAULT.
UPON THE MATURITY DATE OR ANY OTHER EFFECTIVE DATE OF TERMINATION OF
THE FINANCING AGREEMENTS, BORROWERS SHALL PAY TO AGENT ALL OUTSTANDING AND
UNPAID OBLIGATIONS AND SHALL FURNISH CASH COLLATERAL TO AGENT (OR AT AGENT'S
OPTION, A LETTER OF CREDIT ISSUED FOR THE ACCOUNT OF BORROWERS AND AT BORROWERS'
EXPENSE, IN FORM AND SUBSTANCE SATISFACTORY TO AGENT, BY AN ISSUER ACCEPTABLE TO
AGENT AND PAYABLE TO AGENT AS BENEFICIARY) IN SUCH AMOUNTS AS AGENT DETERMINES
ARE REASONABLY NECESSARY TO SECURE AGENT AND LENDERS FROM LOSS, COST, DAMAGE OR
EXPENSE, INCLUDING ATTORNEYS' FEES AND EXPENSES, IN CONNECTION WITH ANY
CONTINGENT OBLIGATIONS, INCLUDING ISSUED AND OUTSTANDING LETTER OF CREDIT
OBLIGATIONS AND CHECKS OR OTHER PAYMENTS PROVISIONALLY CREDITED TO THE
OBLIGATIONS AND/OR AS TO WHICH AGENT OR ANY LENDER HAS NOT YET RECEIVED FINAL
AND INDEFEASIBLE PAYMENT (AND INCLUDING ANY CONTINGENT LIABILITY OF AGENT TO ANY
BANK AT WHICH DEPOSIT ACCOUNTS OF BORROWERS AND GUARANTORS ARE MAINTAINED UNDER
ANY DEPOSIT ACCOUNT CONTROL AGREEMENT) AND FOR ANY OF THE OBLIGATIONS ARISING
UNDER OR IN CONNECTION WITH ANY BANK PRODUCTS IN SUCH AMOUNTS AS THE PARTY
PROVIDING SUCH BANK PRODUCTS MAY REQUIRE (UNLESS SUCH OBLIGATIONS ARISING UNDER
OR IN CONNECTION WITH ANY BANK PRODUCTS ARE PAID IN FULL IN CASH AND TERMINATED
IN A MANNER SATISFACTORY TO SUCH OTHER PARTY).
THE AMOUNT OF SUCH CASH
COLLATERAL (OR LETTER OF CREDIT, AS AGENT MAY DETERMINE) AS TO ANY LETTER OF
CREDIT OBLIGATIONS SHALL BE IN THE AMOUNT EQUAL TO ONE HUNDRED TEN (110%)
PERCENT OF THE AMOUNT OF THE LETTER OF CREDIT OBLIGATIONS PLUS THE AMOUNT OF ANY
FEES AND EXPENSES PAYABLE IN CONNECTION THEREWITH THROUGH THE END OF THE LATEST
EXPIRATION DATE OF THE THEN OUTSTANDING LETTERS OF CREDIT.
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