Letter of Credit Facility Subject to the terms hereof, Issuing Lender will, from time to time and for its own account and not on behalf of the Lenders, upon request by Borrower, issue one or more Letters of Credit for the account of Borrower, provided that (i) the aggregate face amount of such Letters of Credit (including the amount of the requested Letter of Credit but exclusive of the SBID Letter of Credit) does not exceed $500,000, and (ii) each Letter of Credit shall have an expiration date no later than one year from issuance or the Maturity Date. If the requested Letter of Credit will be an extension of the SBID Letter of Credit, such SBID Letter of Credit shall not be in an amount greater than the lesser of (i) $1,105,743.00 or (ii) the Borrowing Base minus the aggregate principal amount of all Revolving Loans. As an additional condition to the issuance of any Letter of Credit, Borrower shall execute and deliver Issuing Lender's customary Letter of Credit application and shall pay to Issuing Lender for its account only a Letter of Credit fee, payable quarterly in advance, beginning with the date of issuance and each January 1, April 1, July 1 and October 1 thereafter, in an amount equal to the greater of (i) $500.00 or (ii) one and one-quarter percent (1.25%) per annum (pro-rated for periods of less than one year) of the unfunded face amount thereof. Such Letter of Credit shall be issued in form satisfactory to Issuing Lender. The amount, if any, from time to time drawn by the beneficiary of a Letter of Credit shall be reimbursed and paid by Borrower to Issuing Lender ON DEMAND, or, at Issuing Lender's option, charged as a Revolving Loan to Borrower pursuant to SECTION 2.1(a), whether or not Borrower would then be entitled to an Advance for such amount pursuant to SECTION 2.1(a); Lenders are authorized to make any such Loan on the request of Issuing Lender; provided, however, if such Loan would cause the aggregate amount of the Loans then outstanding (including the Loan to be made with respect to the reimbursement of the Letter of Credit) to exceed the Borrowing Base, the amount of such Loan equal to such excess shall be made solely by the Lender who is also the Issuing Lender. The reimbursement obligations and all other obligations of Borrower to Issuing Lender with respect to all Letters of Credit shall be secured by Liens in the Collateral that rank PARI PASSU with the Liens of the Lenders in the Collateral; accordingly each Dollar realized on the Collateral and the proceeds thereof shall be shared by the Lenders, on the one hand, and the Issuing Lender, on the other hand, in the proportion that the Obligations (determined without inclusion of any Letter of Credit Exposure) and the Letter of Credit Exposure bears to one another; provided, however, in determining the Letter of Credit Exposure of the Issuing Lender, all Letter of Credit Exposure, contingent or otherwise, shall be included in any calculation; provided, further, that if the Issuing Lender receives any proceeds of Collateral on account of any Letter of Credit which, at the time of receipt of the proceeds, may still be drawn upon and which thereafter expires without being drawn upon, then such proceeds shall be reallocated among the Lenders and the Issuing Lender on the basis of a new determination of Obligations and Letter of Credit Exposure. Prior to such reallocation or the application of such proceeds to unpaid reimbursement obligations of Borrower to Issuing Lender, Issuing Lender shall hold such proceeds in an interest bearing cash collateral account (the "CASH COLLATERAL ACCOUNT") which shall be in the name of and under the sole dominion and control of Issuing Lender for the benefit of itself and Lenders pursuant to the terms hererof. Borrower agrees to execute and deliver to Issuing Lender such documentation with respect to the Cash Collateral Account as Issuing Lender may request and hereby pledges and grants to Issuing Lender, for the benefit of Issuing Lender and Lenders, a security interest in all such proceeds and funds held in the Cash Collateral Account from time to time and all interest thereon, claims and choses in action in respect thereof, and the proceeds thereof, as additional security for the payment of all amounts due in respect of the Letter of Credit Exposure, whether or not then due, and all other Obligations.
Letter of Credit Amounts Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
The Letter of Credit Facility (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in this SECTION 3.01, (A) from time to time on any Business Day during the period from the Execution Date to the Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(c) and 3.02(e), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; provided, that the Issuing Bank shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if, as of the date of Issuance of such Letter of Credit (the "ISSUANCE DATE"), after giving effect to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.
Letter of Credit Collateral Account (a) As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrower hereby pledges and grants to the Administrative Agent, for the ratable benefit of the Administrative Agent, the Issuing Bank and the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Letter of Credit Collateral Account and the balances from time to time in the Letter of Credit Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Letter of Credit Collateral Account shall not constitute payment of any Letter of Credit Liabilities until applied by the Issuing Bank as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Letter of Credit Collateral Account shall be subject to withdrawal only as provided in this Section.
Issuance of Letter of Credit Upon satisfaction or waiver (in accordance with subsection 10.6) of the conditions set forth in subsection 4.3, the Issuing Lender shall issue the requested Letter of Credit in accordance with the Issuing Lender's standard operating procedures.
The Letter of Credit Commitment (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings properly drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (y) the Total Outstandings shall not exceed the Aggregate Commitments and (z) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof. The Borrower agrees to promptly notify the Administrative Agent of the designation of any Lender or Affiliate of a Lender as an L/C Issuer.
Letter of Credit Requests; Minimum Stated Amount (a) Whenever the Borrower desires that a Letter of Credit be issued for its account, the Borrower shall give the Administrative Agent and the respective Issuing Lender at least five Business Days’ (or such shorter period as is acceptable to such Issuing Lender) written notice thereof (including by way of facsimile). Each notice shall be in the form of Exhibit C, appropriately completed (each, a “Letter of Credit Request”).
Letter of Credit Commitment (i) Subject to the terms and conditions hereof, on any Business Day during the Letter of Credit Availability Period: (A) the Letter of Credit Issuer agrees, in reliance upon the agreements of the Committed Lenders set forth in this Section 2.08: (1) to issue Letters of Credit denominated in Dollars for the account of a Borrower Party, in aggregate face amounts that shall be not less than $100,000, as a Borrower Party may request (except to the extent a lesser amount is requested by such Borrower Party and agreed by Administrative Agent and the Letter of Credit Issuer), and to amend or extend Letters of Credit previously issued by it; and (2) to honor drawings under the Letters of Credit; and (B) Committed Lenders severally agree to participate in Letters of Credit issued for the account of a Borrower Party and any drawings thereunder; provided, however that after giving effect to any L/C Credit Extension with respect to any Letter of Credit: (I) the Principal Obligation will not exceed the Available Commitment; (II) the Letter of Credit Liability will not exceed the Letter of Credit Sublimit; (III) the aggregate Principal Obligation of the Lenders that are members of any Lender Group will not exceed the Lender Group Limit of such Lender Group; and (IV) the Principal Obligation of any Committed Lender will not exceed such Lender’s Commitment (minus any amounts funded in respect of a Loan hereunder (but not used to fund such Loan and accordingly not included in the Principal Obligation) by any such Committed Lender as a Liquidity Provider under a Liquidity Agreement). Within the foregoing limits, and subject to the terms and conditions hereof, a Borrower Party’s ability to obtain Letters of Credit shall be fully revolving, and accordingly a Borrower Party may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired (without any pending drawing) or that have been drawn upon and reimbursed. The Letter of Credit Issuer shall have the right to approve the form of Letter of Credit requested.
Letter of Credit Draws The Servicer shall take all steps necessary to make draws under any Letter of Credit in accordance with the provisions thereof. The Servicer shall notify the Master Servicer promptly in writing if the Pledge Holder does not renew a Letter of Credit. Upon receipt of any amounts as a result of a draw on a Letter of Credit because of the nonrenewal of such Letter of Credit, the Servicer shall deposit such amounts in the appropriate Custodial P&I Account and such amount shall be treated as a prepayment of principal. Upon receipt of any amounts as a result of a draw on a Letter of Credit for a reason other than the nonrenewal of such Letter of Credit, the Servicer shall deposit such amounts in the appropriate Custodial P&I Account for application in accordance with the provisions of the applicable Administration Disclosure.
Transfer of Letter of Credit The Letter of Credit may be transferred and assigned in accordance with the terms of the Letter of Credit.
