COMMITMENTS SHALL BE IMMEDIATELY TERMINATED AND ALL OF THE OBLIGATIONS,
INCLUDING THE REVOLVING LOANS, SHALL AUTOMATICALLY BECOME IMMEDIATELY DUE AND
PAYABLE, WITHOUT PRESENTMENT, DEMAND, PROTEST, NOTICE OF INTENT TO ACCELERATE,
NOTICE OF ACCELERATION OR OTHER REQUIREMENTS OF ANY KIND, ALL OF WHICH ARE
HEREBY EXPRESSLY WAIVED BY BORROWER, AND THE COMMITMENTS SHALL THEREUPON
TERMINATE.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY OTHER EVENT OF
DEFAULT, AGENT MAY, AND AT THE REQUEST OF THE REQUISITE LENDERS, AGENT SHALL, BY
WRITTEN NOTICE TO BORROWER (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 THEREON, (C)
TERMINATE ALL OR ANY PORTION OF THE OBLIGATIONS OF AGENT, L/C ISSUERS AND
LENDERS TO MAKE REVOLVING CREDIT ADVANCES AND ISSUE LETTERS OF CREDIT,
(D) DEMAND THAT BORROWER 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.
BORROWER HEREBY GRANTS 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 REPAY ANY OTHER OBLIGATIONS.
AFTER ALL SUCH LETTERS OF CREDIT SHALL
HAVE EXPIRED OR BEEN FULLY DRAWN UPON AND ALL OBLIGATIONS SHALL HAVE BEEN
SATISFIED AND PAID IN FULL, THE BALANCE, IF ANY, OF SUCH CASH COLLATERAL SHALL
BE RETURNED TO BORROWER.
BORROWER 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.
6.4
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, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, 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