TO SUCH
EXCESS.
THE AGENT WILL HOLD SUCH AMOUNT AS SECURITY FOR THE REMAINING LC
OBLIGATIONS (ALL SUCH AMOUNTS HELD AS SECURITY FOR LC OBLIGATIONS BEING HEREIN
COLLECTIVELY CALLED "LC COLLATERAL") AND THE OTHER OBLIGATIONS, AND SUCH
COLLATERAL MAY BE APPLIED FROM TIME TO TIME TO ANY MATURED LC
29
OBLIGATIONS OR OTHER OBLIGATIONS WHICH ARE DUE AND PAYABLE.
AT THE BORROWER'S
REQUEST AND WHEN NO DEFAULT EXISTS, THE AGENT SHALL RETURN TO THE BORROWER THE
AMOUNT HELD AS LC COLLATERAL, TO THE EXTENT SUCH AMOUNT IS IN EXCESS OF THE
AMOUNT REQUIRED UNDER THE FIRST SENTENCE OF THIS SECTION 2.14(A).
NEITHER THIS
SUBSECTION NOR THE FOLLOWING SUBSECTION SHALL, HOWEVER, LIMIT OR IMPAIR ANY
RIGHTS WHICH LC ISSUER MAY HAVE UNDER ANY OTHER DOCUMENT OR AGREEMENT RELATING
TO ANY LETTER OF CREDIT, LC COLLATERAL OR LC OBLIGATION, INCLUDING ANY LC
APPLICATION, OR ANY RIGHTS WHICH ANY LENDER PARTY MAY HAVE TO OTHERWISE APPLY
ANY PAYMENTS BY BORROWER AND ANY LC COLLATERAL UNDER SECTION 3.1.
(B)
ACCELERATION OF LC OBLIGATIONS.
IF THE
OBLIGATIONS OR ANY PART THEREOF BECOME IMMEDIATELY DUE AND PAYABLE PURSUANT TO
SECTION 8.1 THEN, UNLESS REQUIRED LENDERS OTHERWISE SPECIFICALLY ELECT TO THE
CONTRARY (WHICH ELECTION MAY THEREAFTER BE RETRACTED BY REQUIRED LENDERS AT ANY
TIME), ALL LC OBLIGATIONS SHALL BE DEEMED TO BECOME IMMEDIATELY DUE AND PAYABLE
WITHOUT REGARD TO WHETHER OR NOT ACTUAL DRAWINGS OR PAYMENTS ON THE LETTERS OF
CREDIT HAVE OCCURRED, AND BORROWER SHALL BE OBLIGATED TO PAY TO LC ISSUER
IMMEDIATELY AN AMOUNT EQUAL TO THE AGGREGATE LC OBLIGATIONS WHICH ARE THEN
OUTSTANDING, WHICH AMOUNT SHALL BE HELD BY LC ISSUER AS LC COLLATERAL SECURING
THE REMAINING LC OBLIGATIONS AND THE OTHER OBLIGATIONS, AND SUCH LC COLLATERAL
MAY BE APPLIED FROM TIME TO TIME TO ANY MATURED LC OBLIGATIONS OR ANY OTHER
OBLIGATIONS WHICH ARE DUE AND PAYABLE.
(C)
INVESTMENT OF LC COLLATERAL.
PENDING
APPLICATION THEREOF, ALL LC COLLATERAL SHALL BE INVESTED BY THE 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