- Certain Defined Terms. As used in this Agreement, the following words, terms and/or phrases shall have the following meanings and such meanings shall be applicable to both the singular and plural forms of the terms defined:
"Acquisition" means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which Borrower or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any firm, corporation, partnership or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company.
"Advance" means a borrowing hereunder, (i) made by the Banks on the same date or (ii) continued or converted by the Banks on the same date of continuation or conversion, consisting, in either case, of the aggregate amount of the several Loans of the same Type, under the same Facility and, in the case of LIBOR Loans, for the same Interest Period.
"Advance Request" means a Facility A Advance Request or a Facility B Advance Request.
"Affiliate" of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.
"Agent" is defined in the first paragraph hereof.
"Aggregate Commitment" means (i) the aggregate of the Total Commitments of all of the Banks, as reduced from time to time pursuant to the terms hereof and (ii) when used with respect to any particular Facility, the aggregate of the Commitments of all of the Banks with respect to such Facility, as reduced from time to time pursuant to the terms hereof.
"Aggregate Outstanding Credit Exposure" means, at any time, (i) the aggregate of the Outstanding Credit Exposure of all Banks for all Facilities or (ii) when used with respect to any particular Facility, the aggregate of the Outstanding Credit Exposure of all Banks for such Facility.
"Agreement" means this Credit Agreement, as amended or otherwise modified from time to time.
"Applicable Facility Fee Rate" - see the Pricing Schedule.
"Applicable Margin" - see the Pricing Schedule.
"Applicable Percentage" means a Facility A Percentage or a Facility B Percentage, as applicable.
"Applicable Utilization Fee Rate" - see the Pricing Schedule.
"Banks" or "Bank" has the meaning assigned in the first paragraph of this Agreement. References to the "Banks" shall include the LC Issuer; for purposes of clarification only, to the extent that LaSalle (or any successor LC Issuer) may have any rights or obligations in addition to those of the other Banks due to its status as LC Issuer, its status as such will be specifically referenced.
"Base Rate" means the rate per annum equal to the greater of (a) the Prime Rate in effect on such day, and (b) the Federal Funds Effective Rate in effect on such day plus one-half (1/2) of one percent (1%) per annum. For purposes hereof, "Prime Rate" means the rate of interest per annum publicly announced from time to time by LaSalle as its prime commercial lending rate at its Chicago office; each change in the Prime Rate shall be effective on the date such change is announced. The prime rate is a reference rate and does not necessarily represent the lowest or best rate charged to any customer by LaSalle.
"Base Rate Advance" means an Advance that bears interest at the Base Rate.
"Base Rate Loan" means a Loan that bears interest at the Base Rate.
"Bonds" means the $40,000,000 City of Petersburg, Indiana, Pollution Control Refunding Revenue Bonds, Adjustable Rate Tender Securities (ARTS), Series 1995B.
"Borrower" has the meaning assigned in the first paragraph of this Agreement.
"Business Day" means any day on which banks are open for business (other than a Saturday or Sunday) in New York, New York, Chicago, Illinois and Indianapolis, Indiana, and, if the transaction involves a LIBOR Advance, on which dealings are carried on in the London eurodollar interbank market.
"Capital Lease" means, as to any Person, a lease of any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, by such Person as lessee that is, or should be, in accordance with Financial Accounting Standards Board Statement No. 13, as amended from time to time, or, if such statement is not then in effect, such statement of GAAP as may be applicable, recorded as a "capital lease" on the balance sheet of Borrower prepared in accordance with GAAP.
"Cash Collateralize" means to deliver cash collateral to the Agent, to be held as cash collateral for outstanding Letters of Credit, pursuant to documentation satisfactory to the Agent. Derivatives of such term have corresponding meanings.
"Cash Equivalent Investments" means: (a) obligations of, or unconditionally guaranteed by, the United States of America; (b) obligations issued or guaranteed by any person controlled or supervised by and acting as an instrumentality of the United States of America pursuant to authority granted by the Congress of the United States of America; (c) negotiable or non-negotiable certificates of deposit and time deposits issued by any bank, trust company or national banking association, including the Agent, having total assets in excess of one (1) billion Dollars and which has combined capital, surplus and undivided profits of at least $25,000,000 in Dollars of the United States of America; (d) commercial paper of the quality rated on the date of purchase at "A-1" by S&P or "P-1" by Moody's purchased directly or through recognized money market dealers; (e) municipal obligations the interest on which is excluded from the gross income of the owners thereof for federal tax purposes under Section 103 of the Internal Revenue Code, if rated on the date of purchase in one of the two highest rating categories of either Moody's or S&P; (f) any repurchase agreement secured by any one or more of the foregoing; (g) any repurchase agreement or guaranteed investment contract from a bank or insurance company rated on the date of purchase in one of the two highest rating categories of either Moody's or S&P and secured by any one or more of the foregoing with collateral equal or greater than 102% of the principal amount originally invested valued on a weekly basis; (h) units or shares of a Qualified Regulated Investment Company which invests solely in obligations described inclause (e) above; for purposes of thisclause (h) a Qualified Regulated Investment Company means a qualified regulated investment company as defined by the Internal Revenue Service including any regulated investment company (as defined in Section 851(a) of the Internal Revenue Code) which, (i) for the taxable year, meets the requirements of Section 852(a) of the Internal Revenue Code, (ii) has authorized and outstanding only one class of units or shares and (iii) to the extent practicable invests all of its assets in tax-exempt bonds, or of the weighted average value of its assets is represented by investments in tax-exempt bonds; and (i) money market funds which funds are rated on the date of purchase in one of the two highest rating categories of either Moody's or S&P.
"CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.
"CERCLIS" means the Comprehensive Environmental Response Compensation Liability Information System List.
"Change" - seeSection 3.2.
"Closing Date" means the date on which all conditions precedent set forth inSection 4.2 are satisfied or waived by all Banks.
"Commitment" means a Facility A Commitment or a Facility B Commitment, as appropriate.
"Commitment Termination Date" means June 3, 2004.
"Consolidated EBIT" means Consolidated Net Incomeplus, to the extent deducted from revenues in determining Consolidated Net Income, (i) Consolidated Interest Expense, (ii) expense for income taxes paid or accrued and (iii) extraordinary losses incurred other than in the ordinary course of business,minus, to the extent included in Consolidated Net Income, extraordinary gains realized other than in the ordinary course of business, all calculated for Borrower and its Subsidiaries on a consolidated basis.
"Consolidated Interest Expense" means, with reference to any period, the interest expense of Borrower and its Subsidiaries calculated on a consolidated basis for such period.
"Consolidated Net Income" means, with reference to any period, the net income (or loss) of Borrower and its Subsidiaries calculated on a consolidated basis for such period.
"Consolidated Total Capitalization" means at any time the sum of Total Debt and Total Capital, each calculated at such time.
"Conversion/Continuation Notice" - seeSection 2.15.
"Credit Extension" means the making of an Advance or the issuance of a Letter of Credit hereunder.
"Default" means an event or condition which with the giving of notice or lapse of time or both would become an Event of Default.
"Dollars" and the sign "$" mean lawful money of the United States of America.
"Environmental Laws" means all applicable federal, state or local statutes, laws, ordinances, codes, rules and regulations (including consent decrees and administrative orders applicable to Borrower and its Subsidiaries) relating to public health and safety and protection of the environment, including without limitation CERCLA and the Resource Conservation and Recovery Act.
"ERISA" - seeSection 6.1(K).
"Events of Default" has the meaning assigned to that term inSection 7.1 of this Agreement.
"Excluded Taxes" means, in the case of each Bank or applicable Lending Installation and the Agent, taxes imposed on its overall net income, and franchise taxes imposed on it, by (i) the jurisdiction under the laws of which such Bank or the Agent is incorporated or organized or (ii) the jurisdiction in which the Agent's or such Bank's principal executive office or such Bank's applicable Lending Installation is located.
"Existing Facilities" - seeSection 10.17.
"Facility" means (a) the Commitments of the Banks and the LC Issuer to make Revolving A Loans, and issue and participate in Letters of Credit, and the Revolving A Loans and Letters of Credit extended under such Commitments ("Facility A") and (b) the Commitments of the Banks to make Revolving B Loans and the Revolving B Loans extended under such Commitments ("Facility B").
"Facility A" - see the definition of "Facility."
"Facility A Advance Request" - seeSection 2.1(A).
"Facility A Bank" means a Bank that holds any Facility A Commitment or any Outstanding Credit Exposure under Facility A.
"Facility A Commitment" means, for each Bank, its commitment to make Revolving A Loans to, and participate in Letters of Credit issued upon the application of, Borrower, as such commitment may be reduced from time to time in accordance with the terms of this Agreement. The amount of the Facility A Commitment of each Bank as of June 4, 2003 is set forth onSchedule I.
"Facility A Percentage" means, with respect to a Bank at any time, a portion equal to a fraction the numerator of which is such Bank's Facility A Commitment at such time and the denominator of which is the Aggregate Commitment under Facility A at such time;provided, that, to the extent any Letter of Credit is outstanding on the Commitment Termination Date, the Facility A Percentage of each Facility A Bank immediately prior to the termination of the Commitments on the Commitment Termination Date shall be such Bank's Facility A Percentage for the period from and after the Commitment Termination Date until the last of such Letters of Credit outstanding expires or terminates, adjusted to give effect to any assignment effected during such period.
"Facility B" - see the definition of "Facility."
"Facility B Advance Request" - seeSection 2.2(A).
"Facility B Bank" means any Bank that holds any Facility B Commitment or Outstanding Credit Exposure under Facility B.
"Facility B Commitment" means, for each Bank, its commitment to make Revolving B Loans to Borrower, as such commitment may be reduced from time to time in accordance with the terms of this Agreement. The amount of the Facility B Commitment of each Bank as of June 4, 2003 is set forth onSchedule I.
"Facility B Percentage" means, with respect to a Bank at any time, a portion equal to a fraction the numerator of which is such Bank's Facility B Commitment at such time and the denominator of which is the Aggregate Commitment under Facility B at such time.
"Facility B Termination Date" means (i) unless validly extended underSection 2.6(B), the Commitment Termination Date and (ii) if validly extended underSection 2.6(B), the date that is one year after the Commitment Termination Date.
"Federal Funds Effective Rate" means, for any day, the weighted average of the rates for overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by LaSalle from three Federal funds brokers of recognized standing selected by it.
"FERC" means the Federal Energy Regulatory Commission and any successor agency thereto.
"FERC Order" means the order issued by the FERC to Borrower dated July 12, 2002, Docket No. ES02-44-000, or an extension, renewal or replacement of such order in form and substance satisfactory to the Banks.
"Financing Documents" means, collectively, this Agreement, the LC Applications, the Notes, and each other agreement, instrument or document now or hereafter executed in connection herewith or therewith.
"FPA" means the Federal Power Act, as amended, and all rules and regulations promulgated thereunder.
"GAAP" means generally accepted accounting principles in effect from time to time in the United States of America.
"Hazardous Materials" - seeSection 6.1(H).
"Indebtedness" means all obligations and liabilities of Borrower to any Person (including without limitation all debts, claims and indebtedness) whether primary, secondary, direct, contingent, fixed or payable, heretofore, now and/or from time to time hereafter owing, due or payable, however evidenced, created, incurred, acquired or owing and however arising, whether under written or oral agreement, operation of law, or otherwise. Indebtedness includes, without limiting the generality of the foregoing: (a) obligations or liabilities of any Person that are secured by any Lien upon property owned by Borrower even though Borrower has not assumed or become liable for the payment therefor; and (b) obligations or liabilities created or arising under any lease of real or personal property, or conditional sale or other title retention agreement with respect to property used and/or acquired by Borrower, even though the rights and remedies of the lessor, seller and/or lender thereunder are limited to repossession of such property.
"Indemnified Amounts" - seeSection 10.6(B).
"Indemnitee" - seeSection 10.6(B).
"Interest Period" means, with respect to any LIBOR Advance, the one month, two month, or three month period selected by Borrower and commencing on the date of such Advance. No Interest Period for Revolving A Loans may extend past the Commitment Termination Date. No Interest Period for Revolving B Loans may extend past the Facility B Termination Date. Each Interest Period for a LIBOR Advance that begins on the last day of a calendar month (or on a day for which there is no numerically corresponding day in the appropriate subsequent month) shall end on the last Business Day of the appropriate subsequent calendar month. Each Interest Period for a LIBOR Advance which would otherwise end on a day which is not a Business Day shall end on the immediately succeeding Business Day (unless such immediately succeeding Business Day is in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day).
"Investment" of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade) or contribution of capital by such Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or other securities owned by such Person; any deposit account and certificate of deposit owned by such Person; and structured notes, derivative financial instruments and other similar instruments or contracts owned by such Person.
"IPALCO" means IPALCO Enterprises, Inc., an Indiana corporation.
"IPSCA" means the Indiana Public Service Commission Act, as amended, I.C. 8-1- 2-1etseq., and all rules and regulations promulgated thereunder.
"IURC" means the Indiana Utility Regulatory Commission and any successor agency thereto.
"IURC Order" means the order issued by the IURC to Borrower dated July 15, 1999, Cause No.41439, or an extension, renewal or replacement of such order in form and substance satisfactory to the Banks.
"LaSalle" is defined in the first paragraph hereof.
"LC Application" - seeSection 2.21(C).
"LC Fee" - seeSection 2.21(D).
"LC Issuer" means LaSalle in its capacity as issuer of Letters of Credit hereunder.
"LC Obligations" means, at any time, the sum of (i) the aggregate undrawn amount under all Letters of Credit outstanding at such time plus (ii) the aggregate unpaid amount at such time of all Reimbursement Obligations.
"LC Payment Date" - seeSection 2.21(E).
"Lending Installation" means, with respect to a Bank or the Agent, the office, branch, Subsidiary or Affiliate of such Bank or the Agent listed on the signature pages hereof or on a Schedule or otherwise selected by such Bank or the Agent pursuant toSection 2.18.
"Letter of Credit" - seeSection 2.21(A).
"Liabilities" means, at any time, all liabilities of Borrower and its Subsidiaries that would be shown on a consolidated balance sheet of Borrower prepared in accordance with GAAP at such time.
"LIBOR Advance" means an Advance which bears interest at the applicable LIBOR Rate.
"LIBOR Base Rate" means, with respect to any LIBOR Advance for any Interest Period, a rate of interest equal to the per annum rate of interest at which Dollar deposits in an amount comparable to the amount of the LIBOR Loan of LaSalle for such Interest Period and for a period equal to such Interest Period are offered in the London Interbank Eurodollar market at 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period, as displayed in the Bloomberg Financial Markets system, or other authoritative source selected by the Agent in its sole discretion. The Agent's determination of the LIBOR Base Rate shall be conclusive, absent manifest error.
"LIBOR Loan" means a Loan which bears interest at the applicable LIBOR Rate.
"LIBOR Rate" means, for each Interest Period for LIBOR Advances, the rate of interest per annum determined by the following formula:
LIBOR Rate =LIBOR Base Rate
1 - LIBOR Reserve Percentage.
"LIBOR Reserve Percentage" means, with respect to any Interest Period for any LIBOR Advance, the maximum aggregate reserve requirement (including all basis, supplemental, marginal and other reserves) which is imposed under Regulation D on "Eurocurrency liabilities" as that term is defined in Regulation D.
"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrances, lien (statutory or other) or other security agreement or preferential arrangement of any kind or nature whatsoever (including without limitation any conditional sale or other title retention agreement) having substantially the same economic effect as any of the foregoing and the filing of any financing statement under the applicable Uniform Commercial Code or comparable law of any jurisdiction in respect of any of the foregoing.
"Loan" means, with respect to a Bank, such Bank's portion of any Advance.
"Master Letter of Credit Agreement" means the Master Letter of Credit Agreement dated as of December 17, 2002 between Borrower and the LC Issuer, as the same may be amended, supplemented or otherwise modified from time to time, including any amendment and restatement thereof, any replacement thereof and any successor thereto.
"Modify" and "Modification" - seeSection 2.21(A).
"Moody's" - see the Pricing Schedule.
"Moody's Rating" - see the Pricing Schedule.
"Net Cash Proceeds" means, with respect to the Proposed Bond Financing, all cash received by Borrower or any Subsidiary therefrom, after payment of all brokerage commissions, investment banking fees, accounting fees, underwriting commissions, attorneys' fees, rating agency fees, listing fees, printing expenses and other customary and reasonable fees and expenses related thereto.
"Non-U.S. Bank" - seeSection 3.5(iv).
"Notes" means the Revolving Notes of Borrower, payable to the order of the respective Banks and substantially in the form ofExhibit A, as the same may be amended or otherwise modified from time to time.
"Obligations" means all unpaid principal of and accrued and unpaid interest on the Loans, all Reimbursement Obligations, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of Borrower to the Banks or to any Bank, the Agent, the LC Issuer or any Indemnitee arising under the Financing Documents.
"Other Taxes" is defined inSection 3.5(ii).
"Outstanding Credit Exposure" means, as to any Bank at any time, (i) the sum of (a) the aggregate principal amount of its Loans outstanding at such time plus (b) an amount equal to its Facility A Percentage of the LC Obligations at such time or (ii) when used with respect to a particular Facility, the sum of (a) the aggregate principal amount of its Loans under such Facility outstanding at such time plus (b) if such Facility is Facility A, an amount equal to its Facility A Percentage of the LC Obligations at such time.
"Participant" - seeSection 10.7(A).
"Person" means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, entity, party or government (whether national, federal, state, county, city, municipal or otherwise, including without limitation any instrumentality, division, agency, body or department thereof).
"Pricing Schedule" - seeSchedule II.
"Proposed Bond Financing" means the contemplated bond issuance by Borrower to fund Borrower's 2003 - 2006 financing program, as approved by the IURC order dated February 12, 2003, as amended, of up to $160,000,000, or any similar financing transaction undertaken by Borrower or any Subsidiary.
"Pro Rata Share" means, with respect to a Bank, a portion equal to a fraction the numerator of which is such Bank's Total Commitment and the denominator of which is the Aggregate Commitment.
"PUHCA" means the Public Utility Holding Company Act of 1935, as amended.
"Purchaser" - seeSection 10.8(B).
"Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.
"Reimbursement Obligations" means, at any time, the aggregate of all obligations of Borrower then outstanding underSection 2.21 to reimburse the LC Issuer for amounts paid by the LC Issuer in respect of any one or more drawings under Letters of Credit.
"Release" means a "release", as such term is defined in CERCLA.
"Reportable Event" means a "reportable event" as defined in Section 4043 of ERISA.
"Required Banks" means Banks in the aggregate having at least 66-2/3% of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, Banks in the aggregate holding at least 66-2/3% of the Aggregate Outstanding Credit Exposure.
"Required Facility A Banks" means Banks in the aggregate having at least 66- 2/3% of the Aggregate Commitment under Facility A or, if the Facility A Commitments have been terminated, Banks in the aggregate holding at least 66-2/3% of the Aggregate Outstanding Credit Exposure under Facility A.
"Required Facility B Banks" means Banks in the aggregate having at least 66- 2/3% of the Aggregate Commitment under Facility B or, if the Facility B Commitments have been terminated, Banks in the aggregate holding at least 66-2/3% of the Aggregate Outstanding Credit Exposure under Facility B.
"Resource Conservation and Recovery Act" means the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901,etseq., as in effect from time to time.
"Revolving A Loans" - seeSection 2.1(A).
"Revolving B Loans" - seeSection 2.2(A).
"S&P" - see the Pricing Schedule.
"S&P Rating" - see the Pricing Schedule.
"Subsidiary" means, with respect to any Person, any corporation of which such Person and/or its other Subsidiaries own, directly or indirectly, such number of outstanding shares as have not less than 50% of the ordinary voting power for the election of directors. Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of Borrower.
"Taxes" means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes.
"Total Capital" means, at any time, the amount shown opposite the captions "stockholders' equity," and "preferred stock" on the balance sheet of Borrower at such time.
"Total Debt" means at any time (a) all interest-bearing Liabilities of Borrower and its Subsidiaries, (b) all securitized facilities of Borrower and its Subsidiaries, (c) all Capital Lease obligations of Borrower and its Subsidiaries and (d) all letter of credit obligations of Borrower and its Subsidiaries;provided,however, that the term "Total Debt" shall not include accounts payable and accruals of Borrower that would be shown as such on the balance sheet of Borrower prepared in accordance with GAAP.
"Total Commitment" means, for each Bank, its commitment to make Loans to, and participate in Letters of Credit issued upon the application of, Borrower, as such commitment may be reduced from time to time in accordance with the terms of this Agreement. The amount of the Total Commitment of each Bank as of June 4, 2003 is set forth onSchedule I.
"Transferee" - seeSection 10.8(D).
"Trustee" means Bank One Trust Company National Association, in its capacity as Trustee for the Bonds, or any successor thereto.
"Type" means, with respect to any Advance, its nature as a Base Rate Advance or a LIBOR Advance and with respect to any Loan, its nature as a Base Rate Loan or a LIBOR Loan.
- Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP, calculations of amounts for the purposes of calculating any financial covenants or ratios hereunder shall be made in accordance with GAAP applied in a manner consistent with Borrower's financial statements for the year ended December 31, 2002, and all financial data submitted pursuant to this Agreement shall be prepared in accordance with GAAP.
- Other Terms. The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
Upon the occurrence and during the continuance of one or more Events of Default, the Required Banks (or the Agent with the consent of the Required Banks) may, by notice to Borrower, declare the obligation of the Banks to make Loans and the obligation of the LC Issuer to issue Letters of Credit to be terminated, whereupon the same shall forthwith terminate and the Required Banks (or the Agent with the consent of the Required Banks) may, by notice to Borrower, declare the entire unpaid principal amount of the Loans and any and all other Obligations under the Financing Documents to be forthwith due and payable, whereupon the Obligations shall become and be forthwith due and payable and Borrower shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower;provided,however, that upon the occurrence of an Event of Default underSection 7.1(B) or(C) of this Agreement, all of the Obligations shall be immediately due and payable and Borrower shall become immediately obligated to Cash Collateralize all Letters of Credit, without any need for the Required Banks or the Agent to make any such declaration or take any action, and the Commitments and the obligation of the LC Issuer to issue Letters of Credit shall simultaneously terminate. Any cash collateral delivered hereunder shall be held by the Agent (without liability for interest thereon) and applied to obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Agent to any remaining obligations hereunder and any excess shall be delivered to Borrower or as a court of competent jurisdiction may direct.
