REPRESENTATIVE
(A) REDUCE THE AGGREGATE AMOUNT OF THE COMMITMENTS FROM TIME TO TIME, (B)
DECLARE ALL OR ANY PORTION OF THE LOANS AND ALL OR ANY PORTION OF THE OTHER
OBLIGATIONS TO BE, AND THE SAME SHALL FORTHWITH BECOME, IMMEDIATELY DUE AND
PAYABLE TOGETHER WITH ACCRUED INTEREST
61
THEREON, (C) TERMINATE ALL OR ANY PORTION OF THE OBLIGATIONS OF AGENT, L/C
ISSUERS AND LENDERS TO MAKE REVOLVING CREDIT ADVANCES, ALTERNATIVE CURRENCY
REVOLVING CREDIT ADVANCES AND ISSUE LETTERS OF CREDIT, (D) DEMAND THAT BORROWERS
IMMEDIATELY DELIVER CASH TO AGENT FOR THE BENEFIT OF L/C ISSUERS (AND BORROWER
SHALL THEN IMMEDIATELY SO DELIVER) IN AN AMOUNT EQUAL TO 105% OF THE AGGREGATE
OUTSTANDING LETTER OF CREDIT OBLIGATIONS AND (E) EXERCISE ANY OTHER REMEDIES
WHICH MAY BE AVAILABLE UNDER THE LOAN DOCUMENTS OR APPLICABLE LAW.
BORROWERS
HEREBY GRANT TO AGENT, FOR THE BENEFIT OF L/C ISSUERS AND EACH LENDER WITH A
PARTICIPATION IN ANY LETTERS OF CREDIT THEN OUTSTANDING, A SECURITY INTEREST IN
SUCH CASH COLLATERAL TO SECURE ALL OF THE LETTER OF CREDIT OBLIGATIONS.
ANY
SUCH CASH COLLATERAL SHALL BE MADE AVAILABLE BY AGENT TO L/C ISSUERS TO
REIMBURSE L/C ISSUERS FOR PAYMENTS OF DRAFTS DRAWN UNDER SUCH LETTERS OF CREDIT
AND ANY FEES, CHARGES AND EXPENSES OF L/C ISSUERS WITH RESPECT TO SUCH LETTERS
OF CREDIT AND THE UNUSED PORTION THEREOF, AFTER ALL SUCH LETTERS OF CREDIT SHALL
HAVE EXPIRED OR BEEN FULLY DRAWN UPON, SHALL BE APPLIED TO PAY ANY OTHER
OBLIGATIONS.
AFTER ALL SUCH LETTERS OF CREDIT SHALL HAVE EXPIRED OR BEEN FULLY
DRAWN UPON AND THE TERMINATION DATE SHALL HAVE OCCURRED, THE BALANCE, IF ANY, OF
SUCH CASH COLLATERAL SHALL BE (SUBJECT TO ANY RIGHTS OF THIRD PARTIES AND EXCEPT
AS OTHERWISE DIRECTED BY A COURT OF COMPETENT JURISDICTION) RETURNED TO
BORROWERS.
BORROWERS SHALL FROM TIME TO TIME EXECUTE AND DELIVER TO AGENT SUCH
FURTHER DOCUMENTS AND INSTRUMENTS AS AGENT MAY REQUEST WITH RESPECT TO SUCH CASH
COLLATERAL.
7.4.
PERFORMANCE BY AGENT.
IF ANY CREDIT PARTY SHALL FAIL TO PERFORM
ANY COVENANT, DUTY OR AGREEMENT CONTAINED IN ANY OF THE LOAN DOCUMENTS, AGENT
MAY PERFORM OR ATTEMPT TO PERFORM SUCH COVENANT, DUTY OR AGREEMENT ON BEHALF OF
SUCH CREDIT PARTY AFTER THE EXPIRATION OF ANY CURE OR GRACE PERIODS SET FORTH
HEREIN.
IN SUCH EVENT, SUCH CREDIT PARTY SHALL, AT THE REQUEST OF AGENT,
PROMPTLY PAY ANY AMOUNT REASONABLY EXPENDED BY AGENT IN SUCH PERFORMANCE OR
ATTEMPTED PERFORMANCE TO AGENT, TOGETHER WITH INTEREST THEREON AT THE HIGHEST
RATE OF INTEREST IN EFFECT UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AS
SPECIFIED IN SECTION 1.2(D) FROM THE DATE OF SUCH EXPENDITURE UNTIL PAID.
NOTWITHSTANDING THE FOREGOING, IT IS EXPRESSLY AGREED THAT AGENT SHALL NOT HAVE
ANY LIABILITY OR RESPONSIBILITY FOR THE PERFORMANCE OF ANY OBLIGATION OF ANY
CREDIT PARTY UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
7.5.
APPLICATION OF PROCEEDS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT, BORROWERS IRREVOCABLY WAIVE THE RIGHT