Common use of Lc Collateral Clause in Contracts

Lc Collateral. (i) If, after the making of all mandatory prepayments required under Section 2(h), the outstanding LC Obligations to the LC Issuer will exceed (a) the lesser of (1) the Borrowing Base and (2) the Maximum Commitment, Borrowers will immediately pay to the Collateral Agent an amount equal to such excess. In accordance with the Intercreditor Agreement, the Collateral Agent will hold such amount as collateral security for the remaining LC Obligations held by the LC Issuer (all such amounts held as collateral security for such LC Obligations being herein collectively referred to as the "LC COLLATERAL") and the other Obligations, and such collateral may be applied from time to time in accordance with the Cash Waterfall to pay the Matured LC Obligations of the LC Issuer. (ii) If the Obligations or any part thereof (a) become immediately due and payable pursuant to Section 9 or (b) remain outstanding on the Maturity Date (unless this Agreement is extended on terms acceptable to the Lender Parties), then, unless all LC Participants otherwise specifically elect to the contrary (which election may thereafter be retracted by such LC Participants 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 Borrowers shall be obligated to pay to the Collateral Agent immediately an amount equal to the aggregate LC Obligations that are then outstanding, plus an additional amount acceptable to the LC Agent, to be held as LC Collateral.

Lc Collateral. (i) If, after the making of all mandatory prepayments required under Section 2(h4(b), the outstanding LC Obligations to the LC Issuer will exceed (a) the lesser Borrowing Base, then in addition to prepayment of (1) the Borrowing Base and (2) Deficiency the Maximum Commitment, Borrowers Borrower will immediately pay to the Collateral Agent LC Issuer an amount equal to such excess. In accordance with the Intercreditor Agreement, the Collateral Agent LC Issuer will hold such amount as collateral security for the remaining LC Obligations held by the LC Issuer (all such amounts held as collateral security for such LC Obligations being herein collectively referred to as the called "LC COLLATERALCollateral") and the other until such LC Obligations become Matured LC Obligations, and at which time such collateral LC Collateral may be applied from time to time in accordance with the Cash Waterfall to pay the such Matured LC Obligations Obligations. 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 or LC Obligation, including any LC Application, or any rights which any Lender may have to otherwise apply any payments by the Borrower and any LC IssuerCollateral under Section 6 (a). (ii) If the Obligations or any part thereof (a) become immediately due and payable pursuant to Section 9 or (b) remain outstanding on the Maturity Date (unless this Agreement is extended on terms acceptable to the Lender Parties), 17 then, unless all LC Participants Required Lenders otherwise specifically elect to the contrary (which election may thereafter be retracted by such LC Participants 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 Borrowers the Borrower shall be obligated to pay to the Collateral Agent LC Issuer immediately an amount equal to the aggregate LC Obligations that 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, plus 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 additional amount acceptable 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 AgentCollateral (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 held provided as LC CollateralCollateral 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. (i) If, after the making of all mandatory prepayments required under Section 2(h4(b), the outstanding LC Obligations to the LC Issuer will exceed (a) the lesser Borrowing Base, then in addition to prepayment of (1) the Borrowing Base and (2) Deficiency the Maximum Commitment, Borrowers will immediately pay to the Collateral Agent LC Issuer an amount equal to such excess. In accordance with the Intercreditor Agreement, the Collateral Agent LC Issuer will hold such amount as collateral security for the remaining LC Obligations held by the LC Issuer (all such amounts held as collateral security for such LC Obligations being herein collectively referred to as the "called “LC COLLATERAL"Collateral”) and the other until such LC Obligations become Matured LC Obligations, and at which time such collateral LC Collateral may be applied from time to time in accordance with the Cash Waterfall to pay the such Matured LC Obligations Obligations. 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 or LC Obligation, including any LC Application, or any rights which any Lender may have to otherwise apply any payments by the Borrowers and any LC IssuerCollateral under Section 6 (a). (ii) If the Obligations or any part thereof (a) become immediately due and payable pursuant to Section 9 or (b) remain outstanding on the Maturity Date (unless this Agreement is extended on terms acceptable to the Lender Parties), 16 then, unless all LC Participants Required Lenders otherwise specifically elect to the contrary (which election may thereafter be retracted by such LC Participants 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 the Collateral Agent LC Issuer immediately an amount equal to the aggregate LC Obligations that 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, plus 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 additional amount acceptable 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 AgentCollateral (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 held provided as LC CollateralCollateral 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(h)2.10, the aggregate amount of all Loans outstanding plus all LC Obligations outstanding excluding LC Obligations secured by cash collateral pursuant to the LC Issuer Section 3.6 plus all Indebtedness permitted pursuant to Section ------- 6.2(a)(vi) hereof will exceed (a) the lesser of (1) the Borrowing Base and (2) the Maximum CommitmentBase, Borrowers then Borrower will immediately ---------- pay to the Collateral Agent 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. In accordance with the Intercreditor Agreement, the Collateral Agent Issuing Bank will hold such amount as collateral security for the remaining LC Obligations held by the ("LC Issuer (all such amounts held as collateral security for Collateral") until such LC ------------- Obligations being herein collectively referred to as the "become Matured LC COLLATERAL") and the other Obligations, and at which time such collateral LC Collateral may be applied from time to time in accordance with the Cash Waterfall to pay the such Matured LC Obligations 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 the Credit or LC Issuer. (ii) If the Obligations Obligation, including any LC Application, or any part thereof (a) become immediately due rights which Issuing Bank or Lenders may have to otherwise apply any payments by Borrower and payable pursuant to LC Collateral under Section 9 or (b) remain outstanding on the Maturity Date (unless this Agreement is extended on terms acceptable to the Lender Parties), then, unless all LC Participants otherwise specifically elect to the contrary (which election may thereafter be retracted by such LC Participants 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 Borrowers shall be obligated to pay to the Collateral Agent immediately an amount equal to the aggregate LC Obligations that are then outstanding, plus an additional amount acceptable to the LC Agent, to be held as LC Collateral2.11.

Lc Collateral. (i) If, after the making of all mandatory prepayments required under Section 2(h), the outstanding DIP LC Obligations to the LC Issuer will exceed (a) the lesser of (1) the Borrowing Base and (2) the DIP Maximum Commitment, Borrowers will immediately pay to the Collateral Agent an amount equal to such excessexcess attributable to the DIP LC Obligations held by LC Issuer to be applied in accordance with the Cash Waterfall. In accordance with the Intercreditor Agreement, the Collateral Agent will hold such amount as collateral security for the remaining DIP LC Obligations held by the LC Issuer (all such amounts held as collateral security for such DIP LC Obligations being herein collectively referred to as the "LC COLLATERAL") and the other Obligations, and such collateral may be applied from time to time in accordance with the Cash Waterfall to pay the Matured DIP LC Obligations of the LC Issuer. (ii) If the Obligations or any part thereof (a) become immediately due and payable pursuant to Section 9 or 11 and (b) remain outstanding on the Maturity Date (unless this Agreement the DIP Facility is extended on terms acceptable to the Lender PartiesLC Agent), then, unless all LC Participants otherwise specifically elect to the contrary (which election may thereafter be retracted by such LC Participants at any time), all DIP 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 Borrowers shall be obligated to pay to the Collateral Agent immediately an amount equal to the aggregate DIP LC Obligations of LC Issuer that are then outstanding, plus an additional amount acceptable to the LC Agent, to be held as LC Collateral.