Common use of Letters of Credit and Tri-Party Agreements Generally Clause in Contracts

Letters of Credit and Tri-Party Agreements Generally. 2.1.4.1 The terms of all Letters of Credit and Tri-Party Agreements, and all documents ancillary thereto, shall be subject to Agent’s prior approval. 2.1.4.2 At least five (5) Business Days prior to the date any Borrower desires Agent to issue a Letter of Credit, such Borrower shall deliver to Agent a completed and executed Application and Agreement for Irrevocable Standby Letter of Credit (each a “Letter of Credit Application”) in the form attached hereto as Exhibit 2.1.4.2. 2.1.4.3 No Letter of Credit shall be issued or Tri-Party Agreement executed or maintained for a term that extends beyond the Maturity Date (as the same may be postponed pursuant to the terms of this Agreement), except if (a) all Lenders so agree in their sole discretion and (b) at the Maturity Date, Borrowers shall deliver to Agent good funds equal to 105% of Issuer’s maximum liability under all outstanding Letters of Credit and Tri-Party Agreements with an expiration date after the Maturity Date, to be held as cash Collateral for Borrowers’ reimbursement obligations and other Indebtedness, or (c) at the Maturity Date, with respect to any such Letter of Credit or Tri-Party Agreement, Borrowers deliver a back-to-back letter of credit issued by an Approved Bank with a face amount of 105% of the Issuer’s maximum liability under all outstanding Letters of Credit and Tri-Party Agreements with an expiration date after the Maturity Date. 2.1.4.4 Any payment made by any Issuer pursuant to a Letter of Credit or Tri-Party Agreement that is not reimbursed within three (3) Business Days of such payment date shall be deemed to be a Loan (or, as provided in this Section 2.1.4.4 a Letter of Credit Advance) that was requested by Borrowers pursuant to Section 2.1.1, notwithstanding that Borrowers did not provide Agent with a Notice of Borrowing. If the making of a Loan as the result of a drawing under a Letter of Credit or a demand for payment under a Tri-Party Agreement would cause the aggregate amount of all outstanding Loans to exceed the then-current Borrowing Base Availability, the amount of such excess shall be deemed to be a “Letter of Credit Advance.”