AGENT IN SUCH INVESTMENTS AS THE AGENT MAY
CHOOSE IN ITS SOLE DISCRETION.
ALL INTEREST ON (AND OTHER PROCEEDS OF) SUCH
INVESTMENTS SHALL BE REINVESTED OR APPLIED TO MATURED LC OBLIGATIONS OR OTHER
OBLIGATIONS WHICH ARE DUE AND PAYABLE.
WHEN ALL OBLIGATIONS HAVE BEEN SATISFIED
IN FULL, INCLUDING ALL LC OBLIGATIONS, ALL LETTERS OF CREDIT HAVE EXPIRED OR
BEEN TERMINATED, AND ALL OF BORROWER'S REIMBURSEMENT OBLIGATIONS IN CONNECTION
THEREWITH HAVE BEEN SATISFIED IN FULL OR WHEN THE CONDITION PURSUANT TO WHICH
THE LC COLLATERAL WAS REQUIRED NO LONGER EXISTS, THE AGENT SHALL RELEASE ANY
REMAINING LC COLLATERAL.
BORROWER HEREBY ASSIGNS AND GRANTS TO THE AGENT A
CONTINUING SECURITY INTEREST IN ALL LC COLLATERAL PAID BY IT TO THE AGENT, ALL
INVESTMENTS PURCHASED WITH SUCH LC COLLATERAL, AND ALL PROCEEDS THEREOF TO
SECURE ITS MATURED LC OBLIGATIONS AND ITS OBLIGATIONS UNDER THIS AGREEMENT, EACH
NOTE, AND THE OTHER LOAN DOCUMENTS, AND BORROWER AGREES THAT SUCH LC COLLATERAL,
INVESTMENTS AND PROCEEDS SHALL BE SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF
THE SECURITY DOCUMENTS.
BORROWER FURTHER AGREES THAT THE AGENT SHALL HAVE ALL
OF THE RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE UNIFORM COMMERCIAL CODE
AS ADOPTED IN THE STATE OF TEXAS WITH RESPECT TO SUCH SECURITY INTEREST AND THAT
AN EVENT OF DEFAULT UNDER THIS AGREEMENT SHALL CONSTITUTE A DEFAULT FOR PURPOSES
OF SUCH SECURITY INTEREST.
(D)
PAYMENT OF LC COLLATERAL.
WHEN BORROWER IS REQUIRED TO PROVIDE LC
COLLATERAL FOR ANY REASON AND FAILS TO DO SO ON THE DAY WHEN REQUIRED,
THE
AGENT OR LC ISSUER
MAY WITHOUT NOTICE TO BORROWER OR ANY OTHER RESTRICTED
PERSON PROVIDE SUCH LC COLLATERAL (WHETHER BY APPLICATION OF PROCEEDS OF OTHER
COLLATERAL, BY TRANSFERS FROM OTHER ACCOUNTS MAINTAINED WITH THE AGENT OR LC
ISSUER, OR OTHERWISE) USING ANY AVAILABLE FUNDS OF BORROWER OR ANY OTHER PERSON
ALSO LIABLE TO MAKE SUCH PAYMENTS.
ANY SUCH AMOUNTS WHICH ARE REQUIRED TO BE
PROVIDED AS LC COLLATERAL AND WHICH ARE NOT PROVIDED ON THE DATE REQUIRED SHALL,
FOR PURPOSES OF EACH SECURITY DOCUMENT, BE CONSIDERED PAST DUE OBLIGATIONS OWING
HEREUNDER, AND LC ISSUER IS HEREBY AUTHORIZED TO EXERCISE ITS RESPECTIVE RIGHTS
UNDER EACH SECURITY DOCUMENT TO OBTAIN SUCH AMOUNTS.
Section 2.15
Existing Letters of Credit.
On the effective date of
this Agreement, without further action by any party hereto, (x) the applicable
LC Issuer for each Existing Letter of Credit shall be deemed to have granted to
each Lender, and each Lender shall be deemed to have acquired from the LC
Issuer, a participation in each of the Existing Letters of Credit equal to such
Lender's Percentage Share of (A) the aggregate amount available to be drawn
under such Existing Letters of Credit and (B) the aggregate amount of any
outstanding reimbursement obligations in respect thereof.
With respect to each
of the Existing Letters of Credit (i) if the applicable LC Issuer has heretofore
sold a participation therein to a Lender, the applicable LC Issuer and such
Lender agree that such participation shall be