Common use of Lc Collateral Clause in Contracts

Lc Collateral. (a) LC Obligations in Excess of Borrowing Base or upon Termination -------------------------------------------------------------- of Commitments. (i) If, after the making of all mandatory prepayments required -------------- under Section 2.10, the aggregate amount of all Loans outstanding plus all LC Obligations outstanding excluding LC Obligations secured by cash collateral pursuant to Section 3.6 plus all Indebtedness permitted pursuant to Section ------- 6.2(a)(vi) hereof will exceed the Borrowing Base, then Borrower will immediately ---------- pay to Issuing Bank an amount in cash equal to such excess, or (ii) should any LC Obligations remain outstanding on the Final Maturity Date, then Borrower will immediately pay Issuing Bank an amount in cash equal to the aggregate amount of such Issuing Bank's LC Obligations. Issuing Bank will hold such amount as security for the remaining LC Obligations ("LC Collateral") until such LC ------------- Obligations become Matured LC Obligations, at which time such LC Collateral may be applied to such Matured LC Obligations. Neither this subsection nor the following subsection shall, however, limit or impair any rights which Issuing Bank may have under any other document or agreement relating to any Letter of Credit or LC Obligation, including any LC Application, or any rights which Issuing Bank or Lenders may have to otherwise apply any payments by Borrower and LC Collateral under Section 2.11.

Lc Collateral. (a) LC Obligations in Excess of Borrowing Base or upon Termination -------------------------------------------------------------- of Commitments. (i) If, after the making of all mandatory prepayments required -------------- under Section 2.104(b), the aggregate amount of all Loans outstanding plus all LC Obligations outstanding excluding LC Obligations secured by cash collateral pursuant to Section 3.6 plus all Indebtedness permitted pursuant to Section ------- 6.2(a)(vi) hereof will exceed the Borrowing Base, then Borrower in addition to prepayment of the Borrowing Base Deficiency the Borrowers will immediately ---------- pay to Issuing Bank LC Issuer an amount in cash equal to such excess, or (ii) should any . LC Obligations remain outstanding on the Final Maturity Date, then Borrower will immediately pay Issuing Bank an amount in cash equal to the aggregate amount of such Issuing Bank's LC Obligations. Issuing Bank Issuer 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"”) until such LC ------------- Obligations become Matured LC Obligations, at which time such LC Collateral may be applied to such Matured LC Obligations. Neither this subsection nor the following subsection shall, however, limit or impair any rights which Issuing Bank LC Issuer may have under any other document or agreement relating to any Letter of Credit or LC Obligation, including any LC Application, or any rights which Issuing Bank or Lenders any Lender may have to otherwise apply any payments by Borrower the Borrowers and any LC Collateral under Section 2.116 (a). (ii) If the Obligations or any part thereof become immediately due and payable pursuant to Section 16 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 become immediately due and payable without regard to whether or not actual drawings or payments on the Letters of Credit have occurred, and the Borrowers shall be obligated to pay to LC Issuer immediately an amount equal to the aggregate LC Obligations which are then outstanding. All amounts so paid shall first be applied to Matured LC Obligations and then held by LC Issuer as LC Collateral until such LC Obligations become Matured LC Obligations, at which time such LC Collateral shall be applied to such Matured LC Obligations. (iii) Pending application thereof, all LC Collateral shall be invested by LC Issuer in such interest-bearing investments as LC Issuer may choose in its sole but reasonable discretion. All interest on such investments shall be reinvested or applied to Matured LC Obligations. When all Obligations have been satisfied in full, including all LC Obligations, all Letters of Credit have expired or been terminated, and all of the Borrowers’ reimbursement obligations in connection therewith have been satisfied in full, LC Issuer shall release any remaining LC Collateral. The Borrowers hereby assign and grant to LC Issuer a continuing security interest in all LC Collateral paid by it to LC Issuer, 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 the Borrowers agree that such LC Collateral and investments and proceeds shall be subject to all of the terms and conditions of the Security Documents. The Borrowers further agree that LC Issuer shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code 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. (iv) When the Borrowers are required to provide LC Collateral for any reason and fails to do so on the day when required, LC Issuer may without notice to the Borrowers or any other Restricted Person provide such LC Collateral (whether by application of proceeds of other Collateral, by transfers from other accounts maintained with LC Issuer, or otherwise) using any available funds of the Borrowers 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.

Lc Collateral. (a) LC Obligations in Excess of Borrowing Base or upon Termination -------------------------------------------------------------- of Commitments. (i) If, after the making of all mandatory prepayments required -------------- under Section 2.104(b), the aggregate amount of all Loans outstanding plus all LC Obligations outstanding excluding LC Obligations secured by cash collateral pursuant to Section 3.6 plus all Indebtedness permitted pursuant to Section ------- 6.2(a)(vi) hereof will exceed the Borrowing Base, then in addition to prepayment of the Borrowing Base Deficiency the Borrower will immediately ---------- pay to Issuing Bank LC Issuer an amount in cash equal to such excess, or (ii) should any . LC Obligations remain outstanding on the Final Maturity Date, then Borrower will immediately pay Issuing Bank an amount in cash equal to the aggregate amount of such Issuing Bank's LC Obligations. Issuing Bank Issuer 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") until such LC ------------- Obligations become Matured LC Obligations, at which time such LC Collateral may be applied to such Matured LC Obligations. Neither this subsection nor the following subsection shall, however, limit or impair any rights which Issuing Bank LC Issuer may have under any other document or agreement relating to any Letter of Credit or LC Obligation, including any LC Application, or any rights which Issuing Bank or Lenders any Lender may have to otherwise apply any payments by the Borrower and any LC Collateral under Section 2.116 (a). (ii) If the Obligations or any part thereof become immediately due and payable pursuant to Section 17 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 become immediately due and payable without regard to whether or not actual drawings or payments on the Letters of Credit have occurred, and the Borrower shall be obligated to pay to LC Issuer immediately an amount equal to the aggregate LC Obligations which are then outstanding. All amounts so paid shall first be applied to Matured LC Obligations and then held by LC Issuer as LC Collateral until such LC Obligations become Matured LC Obligations, at which time such LC Collateral shall be applied to such Matured LC Obligations. (iii) Pending application thereof, all LC Collateral shall be invested by LC Issuer in such interest-bearing investments as LC Issuer may choose in its sole but reasonable discretion. All interest on such investments shall be reinvested or applied to Matured LC Obligations. When all Obligations have been satisfied in full, including all LC Obligations, all Letters of Credit have expired or been terminated, and all of the Borrower's reimbursement obligations in connection therewith have been satisfied in full, LC Issuer shall release any remaining LC Collateral. The Borrower hereby assigns and grants to LC Issuer a continuing security interest in all LC Collateral paid by it to LC Issuer, 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 the Borrower agrees that such LC Collateral and investments and proceeds shall be subject to all of the terms and conditions of the Security Documents. The Borrower further agrees that LC Issuer shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code 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. (iv) When the Borrower is required to provide LC Collateral for any reason and fails to do so on the day when required, LC Issuer may without notice to the 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 LC Issuer, or otherwise) using any available funds of the 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.