Common use of Required Equity Clause in Contracts

Required Equity. (a) Lender shall not be obligated to make any Advances hereunder until Borrower shall have contributed the full amount of the Required Equity and the full amount of the Required Equity shall have been fully disbursed to fund Project costs set forth in the Budget and approved by the Agent, with evidence of such payments delivered to the Agent promptly after the making thereof and prior to disbursement of any proceeds of the Loan. The Required Equity may be contributed by Borrower in the form of cash (including without limitation by means of the Banc One Financing obtained by Member and/or Alliance Holdings, Inc., provided same complies with Section 2B.15(b) hereof) or may be contributed by means of the Mezzanine Financing, all on the terms set forth herein, or any combination of cash and the Mezzanine Financing, prior to or following the Closing Date or prior to or following the date in which the Required Equity is fully funded. As of the date hereof, Borrower has delivered to Lender, in form acceptable in all respects to Agent, evidence that Borrower has contributed or shall contribute the full amount of the Required Equity (i) by paying, prior to the Closing Date designated project costs approved in writing by Agent and identified in the Budget and/or (ii) by procuring an irrevocable commitment or commitments to fund Project costs incurred after the Closing Date and approved by the Agent. (b) For the purposes of this Agreement, "MEZZANINE FINANCING" shall mean financing obtained by Borrower or Member from a lender reasonably acceptable to the Requisite Lenders. Both the Mezzanine Financing and the Banc One Financing must comply with the following terms and conditions: (i) such financing shall at no time be secured by any interest in the Premises or any part of the Project, but the Banc One Financing may be secured by a pledge of the equity interest of Alliance Holdings, Inc. in Member and the Mezzanine Financing may be secured by a pledge of the equity interest in Borrower by Member; (ii) the Banc One Financing and the Mezzanine Financing shall be subordinated to the Loans pursuant to a subordination and standstill agreement in form and substance satisfactory to the Requisite Lenders; (iii) principal payments in connection with such financing shall be deferred until the Loan has been fully repaid, (iv) interest payments in connection with such financing shall be deferred until such time as the Debt Service Coverage Ratio on the Project has exceeded 1.4:1.0 for at least two (2) consecutive calendar quarters; (v) the lender providing the Banc One Financing or the Mezzanine Financing shall not have any right to prevent Agent from foreclosing on the Project or otherwise enforcing its rights under this Agreement or the other loan documents executed by Borrower in connection with the Loan and, in the event of a default by Borrower or Member of any of the terms and conditions of the Banc One Financing or the Mezzanine Financing, such lender shall not have any right to foreclose on the Project, but subject to the terms and conditions of the subordination and standstill agreement executed by such lender in favor of Lender, shall have the right to foreclose on the equity interest of Borrower held by Member or on the equity interest of Member held by the members of Member; and (vi) the terms and conditions of such financing and the agreements embodying the same shall be otherwise reasonably acceptable to the Requisite Lenders in all respects.

Required Equity. (a) Lender All Required Equity shall not be obligated to make contributed (i.e., expended by Borrower and invested in the Property for Building Loan Costs and Project Loan Costs or any other approved cost in connection with the construction of the Improvements), the Building Loan shall be fully funded and all Supplemental Cash Collateral shall be disbursed before any Advances hereunder until Borrower shall have contributed the full amount of the Required Equity and Supplemental Loan shall be made. Notwithstanding the full amount foregoing, in the event that (a) the amounts set forth in the Building Loan Budget for Soft Costs that are to be funded out of the Required Equity Building Loan shall have been fully disbursed funded prior to fund Project costs the disbursement in full of the Building Loan, one or more Advances of the Supplemental Loan may be made to acquire Spread Mortgage(s) and Spread Mortgage Note(s) in amounts necessary so as to provide Borrower with Cash Collateral Funds (from the consideration paid to Borrower in connection with the spreading thereof) sufficient to pay for Soft Costs incurred by Borrower through the date of the Draw Request for such Advance plus $10,000,000 or (b) the amounts set forth in the Building Loan Budget and approved by the Agent, with evidence of such payments delivered for Hard Costs that are to the Agent promptly after the making thereof and prior to disbursement of any proceeds be funded out of the Loan. The Required Equity may be contributed by Borrower in the form of cash (including without limitation by means of the Banc One Financing obtained by Member and/or Alliance Holdings, Inc., provided same complies with Section 2B.15(b) hereof) or may be contributed by means of the Mezzanine Financing, all on the terms set forth herein, or any combination of cash and the Mezzanine Financing, prior to or following the Closing Date or prior to or following the date in which the Required Equity is Building Loan shall have been fully funded. As of the date hereof, Borrower has delivered to Lender, in form acceptable in all respects to Agent, evidence that Borrower has contributed or shall contribute the full amount of the Required Equity (i) by paying, funded prior to the Closing Date designated project costs approved disbursement in writing full of the Building Loan, one or more Advances of the Supplemental Loan may be made to acquire Spread Mortgage(s) and Spread Mortgage Note(s) in amounts necessary so as to provide Borrower with Cash Collateral Funds (from the consideration paid to Borrower in connection with the spreading thereof) sufficient to pay for Hard Costs incurred by Agent Borrower through the date of the Draw Request for such Advance plus $10,000,000 provided that all of the other conditions to an Advance of the Supplemental Loan shall have been satisfied. Notwithstanding the foregoing, the aforesaid $10,000,000 limit shall be the aggregate limit applicable to concurrent advances of the Supplemental Loan and identified in the Budget and/or (ii) by procuring an irrevocable commitment or commitments to fund Project costs incurred after the Closing Date and approved by the AgentLoan. (b) For The parties acknowledge that the purposes respective amounts of the Supplemental Loan and the Project Loan may require reallocation after Borrower has contributed its Required Equity depending upon the amount of Required Equity in fact used to pay for Project Loan Costs versus Building Loan Costs. The parties agree to enter into such amendments to this Agreement, "MEZZANINE FINANCING" shall mean financing obtained by Borrower or Member from a lender reasonably acceptable to the Requisite Lenders. Both the Mezzanine Financing Project Loan Agreement and the Banc One Financing must comply other Loan Documents as may be reasonably required to reallocate the respective amounts of the Supplemental Loan and the Project Loan, it being understood that the amount of the Supplemental Loan together with the following terms amount of the Project Loan shall in no event exceed $290,000,000 and conditions: it being intended that the amount of the Supplemental Loan shall equal $290,000,000 less the amount of Project Loan Costs to be funded out of Project Cash Collateral (i) such financing shall at no time be secured by any interest as defined in the Premises or any part of the Project, but the Banc One Financing may be secured by a pledge of the equity interest of Alliance Holdings, Inc. in Member and the Mezzanine Financing may be secured by a pledge of the equity interest in Borrower by Member; (iiCash Collateral Agreement) the Banc One Financing and the Mezzanine Financing shall be subordinated to the Loans pursuant to a subordination and standstill agreement in form and substance satisfactory to the Requisite Lenders; (iii) principal payments in connection with such financing shall be deferred until the Loan has been fully repaid, (iv) interest payments in connection with such financing shall be deferred until such time as the Debt Service Coverage Ratio on the Project has exceeded 1.4:1.0 for at least two (2) consecutive calendar quarters; (v) the lender providing the Banc One Financing or the Mezzanine Financing shall not have any right to prevent Agent from foreclosing on the Project or otherwise enforcing its rights under this Agreement or the other loan documents executed by Borrower in connection with the Loan and, in the event of a default by Borrower or Member of any of the terms and conditions of the Banc One Financing or the Mezzanine Financing, such lender shall not have any right to foreclose on the Project, but subject to the terms and conditions of the subordination and standstill agreement executed by such lender in favor of Lender, shall have the right to foreclose on the equity interest of Borrower held by Member or on the equity interest of Member held by the members of Member; and (vi) the terms and conditions of such financing and the agreements embodying the same shall be otherwise reasonably acceptable to the Requisite Lenders in all respectsrather than Required Equity.

Required Equity. In the event that, as of the date of the Initial Construction Loan Advance, the total Project Costs set forth on the Loan Budget exceed the then applicable Construction Loan Amount (asuch excess being referred to herein as the “Required Equity Amount”), Borrowers shall be required to provide to Lender, as an additional equity contribution, the Required Equity Amount, which may be provided in one of, or by a combination of, the following manners: (i) a voluntary prepayment of the Loan in accordance with all of the terms of Section 2.4.1 hereof and to be applied as set forth in Section 2.4.3(a) hereof, (ii) the delivery to Lender of evidence satisfactory to Lender in its reasonable discretion that Borrowers or one or more Affiliates thereof have previously expended cash to satisfy Project Costs included on the Loan Budget, which shall not be obligated to make any Advances hereunder until Borrower shall have contributed result in a credit against the full amount of the Required Equity and Amount by the full amount of such cash expended, and/or (iii) the delivery of a Letter of Credit (each, a “Required Equity Letter of Credit”). If Borrowers elect to deliver any Required Equity Letter of Credit, the following shall apply to each such Required Equity Letter of Credit: (A) Borrowers shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith, including, without limitation, any costs or expenses incurred in drawing down on such Required Equity Letter of Credit. Borrowers shall not be entitled to draw from any such Required Equity Letter of Credit. Upon five (5) days notice to Lender and provided that no Event of Default shall have been fully disbursed to fund Project costs set forth in the Budget occurred and approved by the Agentbe continuing, Borrowers may replace such Required Equity Letter of Credit with evidence of such payments delivered to the Agent promptly after the making thereof and prior to disbursement of any proceeds a voluntary prepayment of the Loan. The Loan in an amount equal to such Required Equity may Letter of Credit, which prepayment shall be contributed by Borrower applied in the form of cash (including without limitation by means of the Banc One Financing obtained by Member and/or Alliance Holdings, Inc., provided same complies accordance with Section 2B.15(b2.4.3(a) hereof) or may be contributed by means of the Mezzanine Financing, all on the terms set forth hereinfollowing which prepayment, or any combination of cash and the Mezzanine Financing, prior to or following the Closing Date or prior to or following the date in which the Lender shall promptly return such Required Equity is fully funded. As Letter of the date hereof, Borrower has delivered Credit to Lender, in form acceptable in all respects to Agent, evidence that Borrower has contributed or shall contribute the full amount of the Required Equity (i) by paying, prior to the Closing Date designated project costs approved in writing by Agent and identified in the Budget and/or (ii) by procuring an irrevocable commitment or commitments to fund Project costs incurred after the Closing Date and approved by the AgentBorrowers. (bB) For Each Required Equity Letter of Credit delivered under this Agreement shall be additional security for the purposes payment of this Agreementthe Debt. Upon the occurrence and during the continuance of an Event of Default, "MEZZANINE FINANCING" Lender shall mean financing obtained by Borrower or Member from a lender reasonably acceptable have the right, at its option, to the Requisite Lenders. Both the Mezzanine Financing draw on any Required Equity Letter of Credit and the Banc One Financing must comply with the following terms and conditions: (i) such financing shall at no time be secured by any interest in the Premises to apply all or any part thereof to the payment of the ProjectDebt in such order, but the Banc One Financing proportion or priority as Lender may be secured by determine. (C) In addition to any other right Lender may have to draw upon a pledge Required Equity Letter of the equity interest of Alliance Holdings, Inc. in Member and the Mezzanine Financing may be secured by a pledge of the equity interest in Borrower by Member; (ii) the Banc One Financing and the Mezzanine Financing shall be subordinated to the Loans Credit pursuant to a subordination and standstill agreement in form and substance satisfactory to the Requisite Lenders; (iii) principal payments in connection with such financing shall be deferred until the Loan has been fully repaid, (iv) interest payments in connection with such financing shall be deferred until such time as the Debt Service Coverage Ratio on the Project has exceeded 1.4:1.0 for at least two (2) consecutive calendar quarters; (v) the lender providing the Banc One Financing or the Mezzanine Financing shall not have any right to prevent Agent from foreclosing on the Project or otherwise enforcing its rights under this Agreement or the other loan documents executed by Borrower in connection with the Loan and, in the event of a default by Borrower or Member of any of the terms and conditions of the Banc One Financing or the Mezzanine Financing, such lender shall not have any right to foreclose on the Project, but subject to the terms and conditions of the subordination and standstill agreement executed by such lender in favor of Lenderthis Agreement, Lender shall have the right additional rights to foreclose draw in full on any Required Equity Letter of Credit: (1) with respect to any evergreen Required Equity Letter of Credit, if Lender has received a notice from the equity interest issuing bank that such Required Equity Letter of Borrower held by Member Credit will not be renewed and a substitute Required Equity Letter of Credit is not provided at least ten (10) Business Days prior to the date on which the outstanding Required Equity Letter of Credit is scheduled to expire; (2) with respect to any Required Equity Letter of Credit with a stated expiration date, if Lender has not received a notice from the issuing bank that it has renewed such Required Equity Letter of Credit at least ten (10) Business Days prior to the date on which such Required Equity Letter of Credit is scheduled to expire and a substitute Required Equity Letter of Credit is not provided at least ten (10) Business Days prior to the date on which the outstanding Required Equity Letter of Credit is scheduled to expire; (3) upon receipt of notice from the issuing bank that such Required Equity Letter of Credit will be terminated and a substitute Required Equity Letter of Credit is not provided at least ten (10) Business Days prior to the date on which the outstanding Required Equity Letter of Credit is scheduled to be terminated; or on (4) if Lender has received notice that the equity interest bank issuing any Required Equity Letter of Member held by the members of Member; Credit shall cease to be an Eligible Institution and within ten (vi10) the terms and conditions Business Days after Lender notifies Borrowers in writing of such financing and the agreements embodying the same circumstance, Borrowers shall be otherwise reasonably acceptable fail to deliver to Lender a substitute Required Equity Letter of Credit issued by an Eligible Institution. Notwithstanding anything to the Requisite Lenders contrary contained in all respectsthe above, Lender is not obligated to draw upon any Required Equity Letter of Credit upon the happening of an event specified in clause (1), (2), (3) or (4) above and shall not be liable for any losses sustained by Borrowers due to the insolvency of the bank issuing any such Required Equity Letter of Credit if Lender has not drawn upon such Required Equity Letter of Credit. (D) With respect to any Required Equity Letter of Credit permitted to be delivered pursuant to this Section 3.2(h) and/or Section 3.3(d) and/or Section 3.12 hereof, instead of delivering separate Required Equity Letters of Credit, Borrowers shall have the right, at any time, to deliver a replacement Required Equity Letter of Credit in an amount which reflects the aggregate amount of the separate Required Equity Letters of Credit then in effect and/or then desired by Borrowers to be in effect and, upon delivery of any such replacement Required Equity Letter of Credit, Lender shall promptly return to Borrowers that/those previously issued Required Equity Letter(s) of Credit the amount of which has been included in such replacement Required Equity Letter of Credit. Without limiting the generality of the foregoing, Borrowers shall also have the right, at any time, to deliver a replacement Required Equity Letter of Credit, the amount of which may include the amount of any Pre-Construction Letter(s) of Credit required hereunder and, if applicable, any amendments thereto increasing the amount thereof, and upon delivery of any such replacement Required Equity Letter of Credit, Lender shall promptly return to Borrowers that/those previously issued Pre-Construction Letters of Credit and any amendments thereto.

Required Equity. In the event that, as of the date of the proposed Construction Loan Advance, the Total Cost Ratio exceeds eighty-one percent (a81%) (the amount in excess of such eighty-one percent (81%) threshold being referred to herein as a “Subsequent Required Equity Amount”), Borrowers shall be required to provide to Lender, as an additional equity contribution, the Subsequent Required Equity Amount, which may be provided in one of, or by a combination of, the following manners: (A) a voluntary prepayment of the Loan in accordance with all of the terms of Section 2.4.1 hereof and to be applied as set forth in Section 2.4.3(a) hereof (with the Exit Fee payable in connection therewith being determined in accordance with the provisions of Section 2.8 hereof), (B) the delivery to Lender of evidence satisfactory to Lender in its reasonable discretion that Borrowers or one or more Affiliates thereof have previously expended cash to satisfy Project Costs included on the Loan Budget, which shall not be obligated to make any Advances hereunder until Borrower shall have contributed result in a credit against the full amount of the Required Equity and Amount by the full amount of such cash expended, and/or (C) the delivery of a Required Equity Letter of Credit. If Borrowers elect to deliver any Required Equity Letter of Credit, the following shall apply to each such Required Equity Letter of Credit, including, without limitation, the Required Equity Letter of Credit on deposit with Lender as of the date hereof representing the Required Equity Amount and any Required Equity Letter of Credit delivered to Lender in accordance with the terms hereof representing any Subsequent Required Equity Amount: (A) Borrowers shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith, including, without limitation, any costs or expenses incurred in drawing down on such Required Equity Letter of Credit. Borrowers shall not be entitled to draw from any such Required Equity Letter of Credit. Upon five (5) days notice to Lender and provided that no Event of Default, First Mezzanine Event of Default, Second Mezzanine Event of Default or Third Mezzanine Event of Default shall have been fully disbursed to fund Project costs set forth in the Budget occurred and approved by the Agentbe continuing, Borrowers may replace such Required Equity Letter of Credit with evidence of such payments delivered to the Agent promptly after the making thereof and prior to disbursement of any proceeds a voluntary prepayment of the Loan. The , the First Mezzanine Loan, the Second Mezzanine Loan and the Third Mezzanine Loan in an aggregate amount equal to such Required Equity may Letter of Credit, which prepayment shall be contributed by Borrower applied in the form of cash (including without limitation by means of the Banc One Financing obtained by Member and/or Alliance Holdings, Inc., provided same complies accordance with Section 2B.15(b2.4.3(a) hereof (with the Exit Fee payable in connection therewith being determined in accordance with the provisions of Section 2.8 hereof) or may be contributed by means of the Mezzanine Financing), all on the terms set forth hereinfollowing which prepayment, or any combination of cash and the Mezzanine Financing, prior to or following the Closing Date or prior to or following the date in which the Lender shall promptly return such Required Equity is fully funded. As Letter of the date hereof, Borrower has delivered Credit to Lender, in form acceptable in all respects to Agent, evidence that Borrower has contributed or shall contribute the full amount of the Required Equity (i) by paying, prior to the Closing Date designated project costs approved in writing by Agent and identified in the Budget and/or (ii) by procuring an irrevocable commitment or commitments to fund Project costs incurred after the Closing Date and approved by the AgentBorrowers. (bB) For Each Required Equity Letter of Credit delivered under this Agreement shall be additional security for the purposes payment of this Agreementthe Debt. Upon the occurrence and during the continuance of an Event of Default, "MEZZANINE FINANCING" Lender shall mean financing obtained by Borrower or Member from a lender reasonably acceptable have the right, at its option, to the Requisite Lenders. Both the Mezzanine Financing draw on any Required Equity Letter of Credit and the Banc One Financing must comply with the following terms and conditions: (i) such financing shall at no time be secured by any interest in the Premises to apply all or any part thereof in accordance with the provisions of the Project, but the Banc One Financing may be secured by a pledge of the equity interest of Alliance Holdings, Inc. in Member and the Mezzanine Financing may be secured by a pledge of the equity interest in Borrower by Member; (iiSection 2.4.3(a) the Banc One Financing and the Mezzanine Financing shall be subordinated to the Loans pursuant hereof applicable to a subordination prepayment following the occurrence and standstill agreement in form and substance satisfactory during the continuance of an Event of Default. (C) In addition to the Requisite Lenders; (iii) principal payments in connection with such financing shall be deferred until the Loan has been fully repaid, (iv) interest payments in connection with such financing shall be deferred until such time as the Debt Service Coverage Ratio on the Project has exceeded 1.4:1.0 for at least two (2) consecutive calendar quarters; (v) the lender providing the Banc One Financing or the Mezzanine Financing shall not any other right Lender may have any right to prevent Agent from foreclosing on the Project or otherwise enforcing its rights under this Agreement or the other loan documents executed by Borrower in connection with the Loan and, in the event draw upon a Required Equity Letter of a default by Borrower or Member of any of the terms and conditions of the Banc One Financing or the Mezzanine Financing, such lender shall not have any right to foreclose on the Project, but subject Credit pursuant to the terms and conditions of the subordination and standstill agreement executed by such lender in favor of Lenderthis Agreement, Lender shall have the right additional rights to foreclose draw in full on any Required Equity Letter of Credit: (1) with respect to any evergreen Required Equity Letter of Credit, if Lender has received a notice from the equity interest issuing bank that such Required Equity Letter of Borrower held by Member Credit will not be renewed and a substitute Required Equity Letter of Credit is not provided at least ten (10) Business Days prior to the date on which the outstanding Required Equity Letter of Credit is scheduled to expire; (2) with respect to any Required Equity Letter of Credit with a stated expiration date, if Lender has not received a notice from the issuing bank that it has renewed such Required Equity Letter of Credit at least ten (10) Business Days prior to the date on which such Required Equity Letter of Credit is scheduled to expire and a substitute Required Equity Letter of Credit is not provided at least ten (10) Business Days prior to the date on which the outstanding Required Equity Letter of Credit is scheduled to expire; (3) upon receipt of notice from the issuing bank that such Required Equity Letter of Credit will be terminated and a substitute Required Equity Letter of Credit is not provided at least ten (10) Business Days prior to the date on which the outstanding Required Equity Letter of Credit is scheduled to be terminated; or on (4) if Lender has received notice that the equity interest bank issuing any Required Equity Letter of Member held by the members of Member; Credit shall cease to be an Approved Bank and within ten (vi10) the terms and conditions Business Days after Lender notifies Borrowers in writing of such financing and circumstance, Borrowers shall fail to deliver to Lender a substitute Required Equity Letter of Credit issued by an Approved Bank or deposit with Lender into the agreements embodying the same shall be otherwise reasonably acceptable Construction Loan Reserve Account, cash in an amount equal to the Requisite Lenders Required Equity Letter of Credit then in all respectseffect less any amounts previously drawn thereunder or converted with respect thereto (unless such amounts were previously drawn or converted as a result of any event specified in clause (1), (2), (3) or (4) above or as a result of the exercise of remedies with respect to an Event of Default that has occurred and is continuing). Notwithstanding anything to the contrary contained in the above, Lender is not obligated to draw upon any Required Equity Letter of Credit upon the happening of an event specified in clause (1), (2), (3) or (4) above and shall not be liable for any losses sustained by Borrowers due to the insolvency of the bank issuing any such Required Equity Letter of Credit if Lender has not drawn upon such Required Equity Letter of Credit. (D) With respect to any Required Equity Letter of Credit permitted to be delivered pursuant to this Section 3.3(d) and/or Section 3.12 hereof, instead of delivering separate Required Equity Letters of Credit, Borrowers shall have the right, at any time, to deliver a replacement Required Equity Letter of Credit in an amount which reflects the aggregate amount of the separate Required Equity Letters of Credit then in effect and/or then desired by Borrowers to be in effect and, upon delivery of any such replacement Required Equity Letter of Credit, Lender shall promptly return to Borrowers that/those previously issued Required Equity Letter(s) of Credit the amount of which has been included in such replacement Required Equity Letter of Credit.

Required Equity. (a) Lender shall not be obligated to make any Advances hereunder until Borrower shall have contributed the full amount of the Required Equity and Equ▇▇▇ ▇▇▇ the full amount of the Required Equity shall have been fully disbursed to fund Project costs set forth in the Budget and approved by the Agent, with evidence of such payments delivered to the Agent promptly after the making thereof and prior to disbursement of any proceeds of the Loan. The Required Equity may be contributed by Borrower in the form of cash (including without limitation by means of the Banc One Financing obtained by Member and/or Alliance Holdings, Inc., provided same complies with Section 2B.15(b) hereof) or may be contributed by means of the Mezzanine Financing, all on the terms set forth herein, or any combination of cash and the Mezzanine Financing, prior to or following the Closing Date or prior to or following the date in which the Required Equity is fully funded. As of the date hereof, Borrower has delivered to Lender, in form acceptable in all respects to Agentrespect▇ ▇▇ ▇▇▇nt, evidence that Borrower has contributed or shall contribute the full amount of the Required th▇ ▇▇▇▇▇▇ed Equity (i) by paying, prior to the Closing Date designated project costs approved in writing by Agent and identified in the Budget and/or (ii) by procuring an irrevocable commitment or commitments to fund Project costs incurred after the Closing Date and approved by the Agent. (b) For the purposes of this Agreement, "MEZZANINE FINANCING" shall mean financing obtained by Borrower or Member from a lender reasonably acceptable to the Requisite Lenders. Both the Mezzanine Financing and the Banc One Financing must comply with the following terms and conditions: (i) such financing shall at no time be secured by any interest in the Premises or any part of the Project, but the Banc One Financing may be secured by a pledge of the equity interest of Alliance Holdings, Inc. in Member and the Mezzanine Financing may be secured by a pledge of the equity interest in Borrower by Member; (ii) the Banc One Financing and the Mezzanine Financing shall be subordinated to the Loans pursuant to a subordination and standstill agreement in form and substance satisfactory to the Requisite Lenders; (iii) principal payments in connection with such financing shall be deferred until the Loan has been fully repaid, (iv) interest payments in connection with such financing shall be deferred until such time as the Debt Service Coverage Ratio on the Project has exceeded 1.4:1.0 for at least two (2) consecutive calendar quarters; (v) the lender providing the Banc One Financing or the Mezzanine Financing shall not have any right to prevent Agent from foreclosing on the Project or otherwise enforcing its rights under this Agreement or the other loan documents executed by Borrower in connection with the Loan and, in the event of a default by Borrower or Member of any of the terms and conditions of the Banc One Financing or the Mezzanine Financing, such lender shall not have any right to foreclose on the Project, but subject to the terms and conditions of the subordination and standstill agreement executed by such lender in favor of Lender, shall have the right to foreclose on the equity interest of Borrower held by Member or on the equity interest of Member held by the members of Member; and (vi) the terms and conditions of such financing and the agreements embodying the same shall be otherwise reasonably acceptable to the Requisite Lenders in all respects.

Required Equity. In the event that, as of the date of the Initial Construction Loan Advance, the total Project Costs set forth on the Loan Budget exceed the then applicable Construction Loan Amount (asuch excess being referred to herein as the “Required Equity Amount”), Borrowers shall be required to provide to Lender, as an additional equity contribution, the Required Equity Amount, which may be provided in one of, or by a combination of, the following manners: (i) a voluntary prepayment of the Loan in accordance with all of the terms of Section 2.4.1 hereof and to be applied as set forth in Section 2.4.3(a) hereof, (ii) the delivery to Lender of evidence satisfactory to Lender in its reasonable discretion that Borrowers or one or more Affiliates thereof have previously expended cash to satisfy Project Costs included on the Loan Budget, which shall not be obligated to make any Advances hereunder until Borrower shall have contributed result in a credit against the full amount of the Required Equity and Amount by the full amount of such cash expended, (iii) the delivery of a Letter of Credit (each, a “Required Equity Letter of Credit”), and/or (iv) Borrowers’ election, by written notice to Lender, to have any one or more Pre-Construction Letter(s) of Credit previously delivered to Lender thereafter constitute a Required Equity Letter of Credit for all purposes under this Agreement. If Borrowers elect to deliver any Required Equity Letter of Credit (including, without limitation, any Pre-Construction Letter of Credit which Borrowers have elected to have constitute a Required Equity Letter of Credit as provided above), the following shall apply to each such Required Equity Letter of Credit: (A) Borrowers shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith, including, without limitation, any costs or expenses incurred in drawing down on such Required Equity Letter of Credit. Borrowers shall not be entitled to draw from any such Required Equity Letter of Credit. Upon five (5) days notice to Lender and provided that no Event of Default, First Mezzanine Event of Default, Second Mezzanine Event of Default or Third Mezzanine Event of Default shall have been fully disbursed to fund Project costs set forth in the Budget occurred and approved by the Agentbe continuing, Borrowers may replace such Required Equity Letter of Credit with evidence of such payments delivered to the Agent promptly after the making thereof and prior to disbursement of any proceeds a voluntary prepayment of the Loan. The , the First Mezzanine Loan, the Second Mezzanine Loan and the Third Mezzanine Loan in an aggregate amount equal to such Required Equity may Letter of Credit, which prepayment shall be contributed by Borrower applied in the form of cash (including without limitation by means of the Banc One Financing obtained by Member and/or Alliance Holdings, Inc., provided same complies accordance with Section 2B.15(b2.4.3(a) hereof) or may be contributed by means of the Mezzanine Financing, all on the terms set forth hereinfollowing which prepayment, or any combination of cash and the Mezzanine Financing, prior to or following the Closing Date or prior to or following the date in which the Lender shall promptly return such Required Equity is fully funded. As Letter of the date hereof, Borrower has delivered Credit to Lender, in form acceptable in all respects to Agent, evidence that Borrower has contributed or shall contribute the full amount of the Required Equity (i) by paying, prior to the Closing Date designated project costs approved in writing by Agent and identified in the Budget and/or (ii) by procuring an irrevocable commitment or commitments to fund Project costs incurred after the Closing Date and approved by the AgentBorrowers. (bB) For Each Required Equity Letter of Credit delivered under this Agreement shall be additional security for the purposes payment of this Agreementthe Debt. Upon the occurrence and during the continuance of an Event of Default, "MEZZANINE FINANCING" Lender shall mean financing obtained by Borrower or Member from a lender reasonably acceptable have the right, at its option, to the Requisite Lenders. Both the Mezzanine Financing draw on any Required Equity Letter of Credit and the Banc One Financing must comply with the following terms and conditions: (i) such financing shall at no time be secured by any interest in the Premises to apply all or any part thereof in accordance with the provisions of the Project, but the Banc One Financing may be secured by a pledge of the equity interest of Alliance Holdings, Inc. in Member and the Mezzanine Financing may be secured by a pledge of the equity interest in Borrower by Member; (iiSection 2.4.3(a) the Banc One Financing and the Mezzanine Financing shall be subordinated to the Loans pursuant hereof applicable to a subordination prepayment following the occurrence and standstill agreement in form and substance satisfactory during the continuance of an Event of Default. (C) In addition to the Requisite Lenders; (iii) principal payments in connection with such financing shall be deferred until the Loan has been fully repaid, (iv) interest payments in connection with such financing shall be deferred until such time as the Debt Service Coverage Ratio on the Project has exceeded 1.4:1.0 for at least two (2) consecutive calendar quarters; (v) the lender providing the Banc One Financing or the Mezzanine Financing shall not any other right Lender may have any right to prevent Agent from foreclosing on the Project or otherwise enforcing its rights under this Agreement or the other loan documents executed by Borrower in connection with the Loan and, in the event draw upon a Required Equity Letter of a default by Borrower or Member of any of the terms and conditions of the Banc One Financing or the Mezzanine Financing, such lender shall not have any right to foreclose on the Project, but subject Credit pursuant to the terms and conditions of the subordination and standstill agreement executed by such lender in favor of Lenderthis Agreement, Lender shall have the right additional rights to foreclose draw in full on any Required Equity Letter of Credit: (1) with respect to any evergreen Required Equity Letter of Credit, if Lender has received a notice from the equity interest issuing bank that such Required Equity Letter of Borrower held by Member Credit will not be renewed and a substitute Required Equity Letter of Credit is not provided at least ten (10) Business Days prior to the date on which the outstanding Required Equity Letter of Credit is scheduled to expire; (2) with respect to any Required Equity Letter of Credit with a stated expiration date, if Lender has not received a notice from the issuing bank that it has renewed such Required Equity Letter of Credit at least ten (10) Business Days prior to the date on which such Required Equity Letter of Credit is scheduled to expire and a substitute Required Equity Letter of Credit is not provided at least ten (10) Business Days prior to the date on which the outstanding Required Equity Letter of Credit is scheduled to expire; (3) upon receipt of notice from the issuing bank that such Required Equity Letter of Credit will be terminated and a substitute Required Equity Letter of Credit is not provided at least ten (10) Business Days prior to the date on which the outstanding Required Equity Letter of Credit is scheduled to be terminated; or on (4) if Lender has received notice that the equity interest bank issuing any Required Equity Letter of Member held by the members of Member; Credit shall cease to be an Eligible Institution and within ten (vi10) the terms and conditions Business Days after Lender notifies Borrowers in writing of such financing and the agreements embodying the same circumstance, Borrowers shall be otherwise reasonably acceptable fail to deliver to Lender a substitute Required Equity Letter of Credit issued by an Eligible Institution. Notwithstanding anything to the Requisite Lenders contrary contained in all respectsthe above, Lender is not obligated to draw upon any Required Equity Letter of Credit upon the happening of an event specified in clause (1), (2), (3) or (4) above and shall not be liable for any losses sustained by Borrowers due to the insolvency of the bank issuing any such Required Equity Letter of Credit if Lender has not drawn upon such Required Equity Letter of Credit. (D) With respect to any Required Equity Letter of Credit permitted to be delivered pursuant to this Section 3.2(h) and/or Section 3.3(d) and/or Section 3.12 hereof, instead of delivering separate Required Equity Letters of Credit, Borrowers shall have the right, at any time, to deliver a replacement Required Equity Letter of Credit in an amount which reflects the aggregate amount of the separate Required Equity Letters of Credit then in effect and/or then desired by Borrowers to be in effect and, upon delivery of any such replacement Required Equity Letter of Credit, Lender shall promptly return to Borrowers that/those previously issued Required Equity Letter(s) of Credit the amount of which has been included in such replacement Required Equity Letter of Credit. Without limiting the generality of the foregoing, Borrowers shall also have the right, at any time, to deliver a replacement Required Equity Letter of Credit, the amount of which may include the amount of any Pre-Construction Letter(s) of Credit which Borrowers have elected to have constitute a Required Equity Letter of Credit as provided above and, if applicable, any amendments thereto increasing the amount thereof, and upon delivery of any such replacement Required Equity Letter of Credit, Lender shall promptly return to Borrowers that/those previously issued Pre-Construction Letters of Credit and any amendments thereto.