Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 6 contracts
Sources: Credit Agreement (SYNAPTICS Inc), Credit Agreement (SYNAPTICS Inc), First Amendment and Lender Joinder Agreement (SYNAPTICS Inc)
Availability. Subject to (a) If the terms Company and conditions hereofa Lender agree and except as otherwise provided in this Agreement, each Issuing the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender, in reliance on ’s unutilised Commitment (which shall (except for the agreements purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Revolving Credit Lenders set forth in Section 3.4(aAncillary Commitment under that Ancillary Facility).
(b) An Ancillary Facility shall not be made available unless, agrees to issue standby not later than five (5) Business Days (or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form shorter period as may be approved from time to time agreed by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit ifAgent) prior to the Ancillary Commencement Date for an Ancillary Facility, after giving effect to such issuance, (a) the L/C Obligations would exceed Agent has received from the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall Company:
(i) be denominated a notice in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms writing of the Letter establishment of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date an Ancillary Facility and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if specifying:
(A) any order, judgment the proposed Borrower(s) (or decree Affiliates(s) of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive a Borrower) which may use the Ancillary Facility;
(whether or not having B) the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiry date of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or Ancillary Facility;
(C) the conditions set forth proposed type of Ancillary Facility to be provided;
(D) the proposed Ancillary Lender;
(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and
(F) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfiedthe Base Currency); and
(ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. References herein to “issue” The Agent shall promptly notify the Ancillary Lender and derivations thereof with respect to Letters the other Lenders of Credit shall also include extensions the establishment of an Ancillary Facility. No amendment or modifications waiver of a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the context otherwise requiresavoidance of doubt, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
(c) Subject to compliance with paragraph (b) above:
(i) the Lender concerned will become an Ancillary Lender; and
(ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.
Appears in 6 contracts
Sources: Senior Revolving Facility Agreement (Nord Anglia Education, Inc.), Revolving Facility Agreement (Nord Anglia Education, Inc.), Amendment and Restatement Agreement (Nord Anglia Education, Inc.)
Availability. Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Issuing Lenderthe Swingline Lender may, in reliance on its sole discretion, make Loans (each a “Swing Loan”) available to the agreements of Borrower under the Revolving Credit Lenders set forth in Section 3.4(a), agrees Loan Commitments from time to issue standby or commercial Letters of Credit time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing LenderSwingline Commitment; provided that no Issuing the Borrower shall not use the proceeds of any Swing Loan to refinance any outstanding Swing Loan; provided, further, that the Swingline Lender shall issue not make any Letter of Credit if, Swing Loan (x) to the extent that after giving effect to such issuanceSwing Loan, (a) the L/C Obligations aggregate principal amount of all Revolving Loans would exceed the L/C Sublimit Maximum Revolving Loan Balance, (y) if it shall determine with respect to any Swing Loan (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Loan may have, Fronting Exposure or (bz) during the period commencing on the first Business Day after it receives notice from Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Credit Outstandings would exceed Termination Date. Within the Revolving Credit Commitment. Each Letter limits set forth in the first sentence of Credit shall this clause (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), amounts of Swing Loans repaid may be re-borrowed under this clause (ii) expire on a date no more than twelve months after i). For the date avoidance of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods doubt, Swing Loans, pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender)hereof, which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect available on the Closing Date. Immediately upon the making of a Swing Loan, or any unreimbursed losseach Revolving Lender shall be deemed to, cost or expense that was not applicableand hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in effect or known such Swing Loan in an amount equal to the product of such Issuing Lender as Revolving Lender’s Commitment Percentage times the amount of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresSwing Loan.
Appears in 5 contracts
Sources: Credit Agreement (R1 RCM Inc. /DE), Credit Agreement (R1 RCM Inc. /DE), Credit Agreement (R1 RCM Inc.)
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (“Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that the Issuing Bank shall have no Issuing Lender shall obligation to issue any such Letter of Credit if, if after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (100,000 or such lesser other amount as agreed to by the applicable Issuing Lender Administrative Agent and the Administrative Agent)Issuing Lender, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender)Credit, which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 4 contracts
Sources: Credit Agreement (Aci Worldwide, Inc.), Credit Agreement (Aci Worldwide, Inc.), Credit Agreement (Aci Worldwide, Inc.)
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue performance standby or commercial letters of credit and, at the sole discretion of the Issuing Lender, financial standby letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower (or, subject to Section 3.9, any Restricted Subsidiary thereof, in the case of the Existing Letters of Credit may be issued Credit, for the account of Fossil Partners) on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 50,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. The L/C Commitment shall automatically terminate concurrently with the termination of the Revolving Credit Commitment.
Appears in 4 contracts
Sources: Credit Agreement (Fossil Group, Inc.), Credit Agreement (Fossil Group, Inc.), Credit Agreement (Fossil Group, Inc.)
Availability. Subject to the terms and conditions hereof, each applicable Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.93.10, any Restricted Subsidiary thereof, . Letters of Credit may be issued on any Business Day from the Closing Date up to to, but not including the Letter of thirtieth (30th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case ISP98 as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (CB) the conditions set forth in Section 6.2 are not satisfiedsatisfied or (C) the beneficiary of such Letter of Credit is a Sanctioned Person. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 4 contracts
Sources: Credit Agreement (Switch, Inc.), Credit Agreement (Switch, Inc.), Credit Agreement (Switch, Inc.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, of this Agreement and in reliance on upon the agreements representations and warranties of the Credit Parties contained herein, the Swingline Lender shall make Loans denominated in Dollars (each, a “Swing Loan”) available to the Borrowers under the Revolving Credit Lenders set forth in Section 3.4(a), agrees Loan Commitments from time to issue standby or commercial Letters of Credit time on any Business Day after the Closing Date through the Revolving Termination Date in an aggregate principal amount at any time outstanding not to exceed its L/C Commitment for Swingline Commitment; provided, however, that the account of Swingline Lender may not make any Swing Loan (x) to the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided extent that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuanceSwing Loan, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter sum of Credit shall (i) be denominated in Dollars in a minimum the aggregate principal amount of $25,000, all Revolving Loans made by such Swingline Lender (in the case of its capacity as a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentRevolving Lender), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Swingline Lender’s Letter of Credit Exposure (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing in its capacity as a Revolving Lender), which date shall be no later than the Letter of Credit Expiration Date ) and (iii) such Swingline Lender’s Swingline Exposure would exceed the Swingline Lender’s Revolving Loan Commitment and (y) during the period commencing on the first Business Day after it receives notice from the Agent or the Required Revolving Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or duly waived. In connection with the making of any Swing Loan, the Swingline Lender may but shall not be subject required to the Uniform Customs, in the case of a commercial Letter of Creditdetermine that, or ISP98take notice whether, in the case of a standby Letter of Credit, in each case as conditions precedent set forth in the Letter of Credit Application Section 2.2 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan or a Daily Simple SOFR Loan, as determined by the applicable Issuing Lender andBorrower, to the extent not inconsistent therewithand must be repaid as provided herein, the laws of the State of New York. No Issuing Lender shall at but in any time event must be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit repaid in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect full on the Closing Revolving Termination Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of . Within the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions limits set forth in Section 6.2 are not satisfiedthe first sentence of this clause (i), amounts of Swing Loans repaid may be reborrowed under this clause (i). References herein Immediately upon the making of a Swing Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swing Loan in an amount equal to “issue” and derivations thereof with respect to Letters the product of Credit shall also include extensions or modifications such Revolving Lender’s Commitment Percentage times the amount of any outstanding Letters of Credit, unless the context otherwise requiressuch Swing Loan.
Appears in 4 contracts
Sources: Credit Agreement (Fortrea Holdings Inc.), Credit Agreement (Fortrea Holdings Inc.), Credit Agreement (Fortrea Holdings Inc.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (“Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, the Administrative Agent has determined that (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter 100,000 (other than Existing Letters of Credit (or such lesser amount as otherwise agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender)Credit, which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. Notwithstanding the foregoing, each Issuing Lender agrees to issue Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date (but no later than one year from the date of issuance thereof) in reliance upon the agreement by the Borrower to Cash Collateralize such Letters of Credit in an amount equal to 105% of the aggregate amount available to be drawn under such Letters of Credit by the date that is thirty (30) days prior to the Revolving Credit Maturity Date, and the Borrower agrees so to Cash Collateralize such Letters of Credit by such date, it being understood that, except with respect to drawings made under such Letters of Credit prior to the date of receipt of such Cash Collateral by the applicable Issuing Lender, the Administrative Agent and the Lenders (other than the applicable Issuing Lender) shall, after the date of receipt of such Cash Collateral by the applicable Issuing Lender, be released from any and all obligations to purchase participations or make Revolving Credit Loans in respect of such Letters of Credit. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would violate, or any Applicable Law applicable to cause such Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 3 contracts
Sources: Credit Agreement (CoreCivic, Inc.), Credit Agreement (Corrections Corp of America), Credit Agreement (Corrections Corp of America)
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters letters of Credit in an aggregate amount not to exceed its L/C Commitment credit for the account of the Borrower or, subject to Section 3.9, Borrowers or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof (including Fortegra Indemnity) on any Business Day from the Closing Restatement Effective Date up to through but not including the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the aggregate Revolving Credit Outstandings Exposure would exceed the Aggregate Revolving Credit CommitmentCommitment Amount. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)Dollars, (ii) be a standby letter of credit issued to support obligations of the Borrowers or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkLender. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of L/C Participant to exceed any limits imposed by, any applicable law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires; provided that the Issuing Lender shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Lender must elect to allow such extension.
Appears in 3 contracts
Sources: Credit Agreement (Fortegra Group, LLC), Credit Agreement (Fortegra Group, LLC), Credit Agreement (Tiptree Inc.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a)this Article III, agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that the Issuing Lenders shall have no Issuing Lender shall obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the Dollar Equivalent of all L/C Obligations would exceed the L/C Sublimit or Commitment, (b) the Revolving Credit Outstandings would exceed the Revolving Commitment, (c) the Dollar Equivalent of all L/C Obligations with respect to Letters of Credit denominated in Alternative Currencies would exceed $5,000,000 (or such greater amount as may be agreed to by the applicable Issuing Lender), or (d) the Dollar Equivalent of all L/C Obligations with respect to Letters of Credit issued by any Issuing Lender would exceed such Issuing Lender’s Individual L/C Sub-Commitment. Each Letter of Credit shall (i) be denominated in Dollars or an Alternative Currency in a minimum amount of $25,00010,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) expire be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) except in accordance with Section 3.1(b) have an expiry on a date no more than twelve months after or before the date of issuance or last renewal of such Letter of Credit fifth (subject to automatic renewal for additional one year periods pursuant 5th) Business Day prior to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Scheduled Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender Lenders shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or cause any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority L/C Participant with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or respect to such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular exceed any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Datelimits imposed by, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 3 contracts
Sources: Credit Agreement (Orbital Sciences Corp /De/), Credit Agreement (Orbital Sciences Corp /De/), Credit Agreement (Orbital Sciences Corp /De/)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) If the Foreign Borrower or any other Ancillary Borrower and a Lender agree and except as otherwise provided in this Agreement, such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender's unutilized Foreign Revolving Commitment (which, except for the purposes of determining the Required Lenders and for the purpose of Section 2.23, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).
(ii) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days prior to the Ancillary Commencement Date for such Ancillary Facility, the Administrative Agent has been notified in writing by the Borrower Representative that such Ancillary Facility has been established and specifying (1) the proposed Ancillary Commencement Date and expiration date of the Ancillary Facility; (2) the proposed type of Ancillary Facility to be provided, (3) the proposed Ancillary Lender and Ancillary Borrower, (4) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being the "Designated Gross Amount") and its maximum net amount (that amount being the "Designated Net Amount"); and (5) the proposed currency of the Ancillary Facility (if not denominated in Dollars in a minimum amount of $25,000, in Euros).
(iii) The Administrative Agent shall promptly notify the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Ancillary Lender and the Administrative Agent)other Lenders of the establishment of an Ancillary Facility. Subject to compliance with clause (b)(ii) above, (iix) expire on a date no more than twelve months after the Lender concerned will become an Ancillary Lender and (y) the Ancillary Facility will be available, with effect from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to agreed by the terms of the Letter of Credit Application or other documentation acceptable to Borrower Representative, the applicable Issuing Ancillary Borrower and the Ancillary Lender), which date .
(iv) No amendment or waiver of a term of any Ancillary Facility shall be no later require the consent of any Lender other than the Letter relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of Credit Expiration Date and or under this Agreement (iii) be subject to including, for the Uniform Customsavoidance of doubt, in the case of under this Section 2.26). In such a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewithcase, the laws provisions of the State of New York. No Issuing Lender shall at any time be obligated this Agreement with regard to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date amendments and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requireswaivers will apply.
Appears in 3 contracts
Sources: Credit and Guaranty Agreement (Phillips Van Heusen Corp /De/), Credit and Guaranty Agreement (Phillips Van Heusen Corp /De/), Credit and Guaranty Agreement (Phillips Van Heusen Corp /De/)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a2.03(e), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.92.03(k), any Restricted Subsidiary thereof, . Letters of Credit may be issued on any Business Day from the Closing Effective Date up to but not including five (5) Business Days prior to the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing LenderFacility Termination Date; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment or (b) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit CommitmentSublimit. Each Letter of Credit shall (i) be denominated in (at the Borrower’s election) Dollars or any Foreign Currency in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Facility Termination Date provided, further that a Letter of Credit Expiration may, upon the request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period beyond the date that is five (5) Business Days prior to the Facility Termination Date (it being understood that the Lenders shall automatically be released from their participation obligations with respect to any such Letter of Credit from and after the Facility Termination Date), and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined unless otherwise agreed by the applicable Issuing Lender and the Borrower, be subject to ISP 98 and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Effective Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) the conditions set forth in Section 6.2 4.02 are not satisfiedsatisfied or (D) such Issuing Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested Foreign Currency, if applicable. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions extensions, increases or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 3 contracts
Sources: Credit Agreement (Salesforce, Inc.), Credit Agreement (Salesforce, Inc.), Credit Agreement (SALESFORCE.COM, Inc.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) If the Foreign Borrower and a Lender agree and except as otherwise provided in this Agreement, such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilized Revolving Commitment (which, except for the purposes of determining the Required Lenders and for the purpose of Section 2.23, in each case, shall be denominated in Dollars in a minimum reduced by the amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentAncillary Commitment under that Ancillary Facility), .
(ii) expire on a date no more An Ancillary Facility shall not be made available unless, not later than twelve months after the date of issuance or last renewal of such Letter of Credit five (subject to automatic renewal for additional one year periods pursuant 5) Business Days prior to the terms of Ancillary Commencement Date for such Ancillary Facility, the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, Administrative Agent has been notified in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined writing by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if Borrower Representative that such Ancillary Facility has been established and specifying (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as proposed Ancillary Commencement Date and expiration date of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material Ancillary Facility, (B) the proposed type of Ancillary Facility to itbe provided, or (C) the conditions set forth proposed Ancillary Lender, (D) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”), (E) the proposed currency of the Ancillary Facility (if not denominated in Section 6.2 are not satisfiedEuro or U.S. Dollars) and (F) the Revolving Commitments to which such Ancillary Facility relates, and the Borrower Representative shall have provided any other information which the Administrative Agent may reasonably request in connection with the Ancillary Facility.
(iii) The Administrative Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. References herein Subject to “issue” compliance with clause (b)(ii) above, (A) the Lender concerned will become an Ancillary Lender and derivations thereof (B) the Ancillary Facility will be available, with respect to Letters effect from the date agreed by the Borrower Representative and the Ancillary Lender.
(iv) No amendment or waiver of Credit shall also include extensions or modifications a term of any outstanding Letters Ancillary Facility shall require the consent of Creditany Lender other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, unless for the context otherwise requiresavoidance of doubt, under this Section 2.24). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.
Appears in 3 contracts
Sources: Credit and Guaranty Agreement (Grifols SA), Credit and Guaranty Agreement (Grifols SA), Credit and Guaranty Agreement (Grifols SA)
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000100,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 2 contracts
Sources: Credit Agreement (Blucora, Inc.), Credit Agreement (Blucora, Inc.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a)this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, (i) each Tranche A Bank severally agrees to issue standby or commercial Letters of Credit in an aggregate amount not advance to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time during the Construction Loan Availability Period such loans as Borrower may request pursuant to this Section 2.1.1 in an aggregate principal amount which does not exceed such Bank's Proportionate Share of the then current Available Construction Loan Commitment (individually, a "Bank Tranche A Construction Loan" and, collectively, the "Bank Tranche A Construction Loans") and (ii) each Tranche A Lender Group severally agrees, in accordance with the terms of this Agreement, to advance to Borrower from time to time during the Construction Loan Availability Period such loans as Borrower may request pursuant to this Section 2.1.1 in an aggregate principal amount which does not exceed such Lender Group's Proportionate Share of the then current Available Construction Loan Commitment (individually, a "Lender Group Tranche A Construction Loan" and, collectively, the "Lender Group Tranche A Construction Loans", and, together with Bank Tranche A Construction Loans and all Tranche B Construction Loans, collectively, "Construction Loans", and individually, a "Construction Loan"). A Lender Group Tranche A Construction Loan may consist of a CP Conduit Construction Loan (as defined below) or a Related Bank Construction Loan (as defined below) in accordance with the following two sentences. Each Lender Group Tranche A Construction Loan to be made by a Tranche A Lender Group shall first be offered to the applicable CP Conduit to fund (each such Lender Group Tranche A Construction Loan funded by the applicable Issuing Lender; CP Conduit, together with any Related Bank Construction Loan assigned by the applicable Related Bank to such CP Conduit pursuant to Section 9.14.2, being, individually, a "CP Conduit Construction Loan" and, collectively, such CP Conduit's "CP Conduit Construction Loans"), provided that no Issuing CP Conduit shall have any obligation whatsoever to make any loans under this Agreement. In the event such CP Conduit cannot or chooses not to fund such Lender Group Tranche A Construction Loan, the Related Bank that is a member of the applicable Tranche A Lender Group shall issue fund such Lender Group Tranche A Construction Loan under its Parallel Funding Commitment (each such Lender Group Tranche A Construction Loan funded by a Related Bank, together with any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to CP Conduit Construction Loan assigned by the applicable Issuing Lender and CP Conduit to such Related Bank pursuant to Section 9.14.2, being, individually, a "Related Bank Construction Loan" and, collectively, "Related Bank Construction Loans") provided that in no event shall the Administrative Agent), (ii) expire on aggregate outstanding principal amount of Related Bank Construction Loans funded by a date no more than twelve months after Related Bank under its Parallel Funding Commitment exceed the date of issuance or last renewal then current Available Parallel Funding Commitment of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresRelated Bank."
Appears in 2 contracts
Sources: Third Waiver and Amendment (Pacific Gas & Electric Co), Third Waiver and Amendment (Pg&e Corp)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.93.10, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)Dollars, (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case ISP98 as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (Fidelity National Financial, Inc.)
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued Borrowers on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the lesser of the Revolving Credit CommitmentCommitment or the Borrowing Base. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000100,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkTexas. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. The L/C Commitment shall automatically terminate concurrently with the termination of the Revolving Credit Commitment.
Appears in 2 contracts
Sources: Credit Agreement (Alon Brands, Inc.), Credit Agreement (Alon USA Energy, Inc.)
Availability. Subject to the terms and conditions hereofset forth in this Agreement, each Issuing LenderLender hereby severally and not jointly agrees (i) to make revolving loans (each individually, a “Committed Loan” and, collectively, the “Committed Loans”), in reliance on Dollars, to the agreements Borrower or the applicable Qualified Borrower from time to time during the Revolving Credit Period, in an amount not to exceed such Lender’s Pro Rata Share of the Revolving Credit Availability at such time, and (ii) in furtherance and clarification of the foregoing, as to Lenders set forth with an Alternative Currency Commitment, to make Eurodollar Rate Loans to the Borrower or the applicable Qualified Borrower denominated in Section 3.4(athe Alternative Currency (provided (A) the Alternative Currency is freely transferable and convertible to Dollars, and (B) the Reuters Monitor Money Rates Service (or any successor thereto or substitute service selected by the Administrative Agent) reports a Base Eurocurrency Rate (or AUD Bank ▇▇▇▇ Reference Rate, for Eurodollar Rate Loans denominated in Australian Dollars, or CDOR Rate, for Eurodollar Rate Loans denominated in Canadian Dollars) for the Alternative Currency relating to the applicable Interest Period), agrees to issue standby or commercial Letters of Credit in an aggregate amount principal Dollar Equivalent Amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender’s Alternative Currency Commitment; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuanceLoan, (a) the L/C Dollar Equivalent Amount of all Alternative Currency Loans and all Letter of Credit Obligations would with respect to Alternative Currency Letters of Credit shall not exceed the L/C Sublimit or (b) Alternative Currency Sublimit. All Committed Loans comprising the same Borrowing under this Agreement shall be made by the Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Committed Loan hereunder nor shall the Revolving Credit Outstandings would exceed Commitment of any Lender be increased or decreased as a result of any such failure. Subject to the provisions of this Agreement, the Borrower or applicable Qualified Borrower may repay any outstanding Committed Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to the amount available under this Section 2.1(a) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit CommitmentTermination Date. Each Letter requested Borrowing of Credit Committed Loans funded on any Funding Date shall (i) be denominated in Dollars in a minimum principal amount of at least $25,0001,500,000 (or, with respect to an Alternative Currency Borrowing only, the Dollar Equivalent Amount of $1,500,000); provided, however, that if the Revolving Credit Availability at the time of such requested Borrowing is less than $1,500,000 (or the Dollar Equivalent Amount of $1,500,000 in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agentan Alternative Currency Borrowing), (ii) expire on a date no more than twelve months after then the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal requested Borrowing shall be for additional one year periods pursuant to the terms total amount of the Letter of Revolving Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAvailability.
Appears in 2 contracts
Sources: Credit Agreement (Simon Property Group L P /De/), Credit Agreement (Simon Property Group L P /De/)
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 500,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender ISP98 and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Amerigas Partners Lp), Credit Agreement (Amerigas Partners Lp)
Availability. Subject Upon the satisfaction (or waiver in accordance with Paragraph 8.04) of the conditions specified in Paragraph 3.01 on the Effective Date, each Existing Letter of Credit will automatically, without any action on the part of any Person, be deemed to be a Letter of Credit issued hereunder for the account of Borrower for all purposes of this Agreement and the other Credit Documents. In addition, subject to the terms and conditions hereof, each Issuing Lender, in reliance on of this Agreement (including the agreements of the Revolving Credit Lenders amount limitations set forth in Section 3.4(aParagraph 2.05), Issuing Bank agrees to issue standby or commercial Letters on behalf of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by during the applicable Issuing Lender; provided period beginning on the Closing Date and ending on the date that no Issuing Lender shall issue any Letter is thirty (30) days prior to the Maturity Date such Letters of Credit ifas Borrower may request under this Subparagraph 2.01(b); provided, after giving effect to such issuancehowever, as follows:
(aA) The aggregate amount available for drawing under all Letters of Credit at any time outstanding shall not exceed the lesser of (i) the L/C Obligations would exceed the L/C Sublimit or Total Commitment and (bii) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. One Hundred Twenty-Five Million Dollars ($125,000,000);
(B) Each Letter of Credit shall be an irrevocable standby letter of credit or documentary letter of credit in Dollars;
(iC) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Each Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) shall expire on a or prior to the date no more than twelve months that is one year after the date of issuance or last renewal of such its issuance; provided, however, that in no event shall any Letter of Credit expire later than the date that is thirty (subject to automatic renewal for additional one year periods pursuant 30) days prior to the terms of the Maturity Date);
(D) Each Letter of Credit Application or other documentation shall be in a form reasonably acceptable to the applicable Issuing Lender), which date Bank; and
(E) The issuing bank shall not be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at under any time be obligated obligation to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport purports to enjoin or restrain such the Issuing Lender Bank from issuing such Letter of Credit, or any Applicable Law law applicable to such the Issuing Lender Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender Bank shall prohibit, or request that such the Issuing Lender Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the Issuing Lender Bank with respect to letters of credit generally or such Letter of Credit in particular any restriction or restriction, reserve or capital requirement (for which such the Issuing Lender Bank is not otherwise compensatedcompensated hereunder) not in effect on the Closing Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense that which was not applicable, in effect or known to such Issuing Lender as of applicable on the Closing Effective Date and that such which the Issuing Lender Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it. Except as otherwise provided herein, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Borrower may request Letters of Credit, unless cause or allow Letters of Credit to expire and request additional Letters of Credit until the context otherwise requiresdate that is thirty (30) days prior to the Maturity Date. 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, 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.
Appears in 2 contracts
Sources: Credit Agreement (Flextronics International LTD), Credit Agreement (Flextronics International LTD)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Revolving Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or the applicable Issuing Lender’s Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars a Permitted Currency in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as to be agreed to by the applicable such Issuing Lender and the Administrative Agent)Lender, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to such Issuing Lender, (iv) expire on a date no more than twelve 12 months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable such Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth Business Day prior to the Revolving Maturity Date and (iiiv) unless otherwise agreed upon, be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable such Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to cause such Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. Notwithstanding anything herein to the contrary, the Issuing Lenders shall have no obligation hereunder to issue any Letter of Credit the proceeds of which would be made available to any Person to fund any activity or business of or with any Sanctioned Person or in any country or territory that, at the time of such funding, is the subject of any Sanctions in any manner that would result in a violation of any Sanctions by any party to this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Owens Corning), Credit Agreement (Owens Corning)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, of this Agreement and the other Loan Documents and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), each Issuing Lender agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the US Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing LenderLender in its reasonable discretion; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, 25,000 or Canadian Dollars in the case a minimum amount of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit C$25,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) be a standby letter of credit issued to support obligations of the US Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.50788495_7
Appears in 2 contracts
Sources: Credit Agreement (DXP Enterprises Inc), Credit Agreement (DXP Enterprises Inc)
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a3.1(c), agrees to issue standby or commercial letters of credit (such letters of credit, collectively with the Existing Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit, the “Letters of Credit”) for the account of the Parent Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Original Closing Date up to but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any such Letter of Credit if, if after giving effect to such issuance, issuance (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (100,000 or such lesser other amount as agreed to by the applicable Issuing Lender Administrative Agent and the Administrative Agent)Issuing Lender, (ii) be a standby letter of credit issued to support obligations of the Parent Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender)Credit, which date shall be no later than the Letter of Credit Expiration Date and (iiiiv) be subject to the Uniform CustomsCustoms and/or ISP, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
(i) The Issuing Lender shall not issue any Letter of Credit if:
(A) Subject to Section 3.1(c)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Credit Lenders have approved such expiry date; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Revolving Credit Lenders and the Issuing Lender have approved such expiry date or (y) such Letter of Credit is cash collateralized on terms and pursuant to arrangements satisfactory to the Issuing Lender.
(ii) The Issuing Lender shall not be under any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and the Issuing Lender, the Letter of Credit is in an initial stated amount less than $100,000;
(D) the Letter of Credit is to be denominated in a currency other than Dollars;
(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Parent Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 5.14(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iii) The Issuing Lender shall not amend any Letter of Credit if the Issuing Lender would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(iv) The Issuing Lender shall be under no obligation to amend any Letter of Credit if (A) the Issuing Lender would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(v) The Issuing Lender shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article XIII with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and Loan Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article XIII included the Issuing Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Lender.
Appears in 2 contracts
Sources: Credit Agreement (Aci Worldwide, Inc.), Amendment Agreement (Aci Worldwide, Inc.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or Letters of Credit and commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.93.10, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (ai) the L/C Obligations would exceed the L/C Sublimit or (bii) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)Dollars, (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iii) be subject to the Uniform CustomsISP98 or, in the case with respect to commercial letters of a commercial Letter of Creditcredit UCP 600, or ISP98as applicable, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (Cii) the conditions set forth in Section 6.2 are not satisfied, or (iii) the proceeds of which would be made available to any Person (x) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (y) in any manner that would result in a violation of any Sanctions by any party to this Agreement. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 2 contracts
Sources: Credit Agreement (Kforce Inc), Credit Agreement (Kforce Inc)
Availability. Subject to the terms and conditions hereofset forth in this Agreement, (i) each Issuing LenderLender hereby severally and not jointly agrees to make revolving loans (each individually, a “Committed Loan” and, collectively, the “Committed Loans”), in reliance on Dollars, to the agreements Borrower or the applicable Qualified Borrower from time to time during the Revolving Credit Period, in an amount not to exceed such Lender’s Pro Rata Share of the Revolving Credit Availability at such time, and (ii) in furtherance and clarification of the foregoing, as to Lenders set forth with an Alternative Currency Commitment only, to make Eurodollar Rate Loans to Borrower denominated in Section 3.4(athe Alternative Currency (provided (A) the Alternative Currency is freely transferable and convertible to Dollars, and (B) the Reuters Monitor Money Rates Service (or any successor thereto) reports a Base Eurocurrency Rate for the Alternative Currency relating to the applicable Interest Period), agrees to issue standby or commercial Letters of Credit in an aggregate amount principal Dollar Equivalent Amount not to exceed its L/C Commitment for such Lender’s Alternative Currency Commitment. All Committed Loans comprising the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may same Borrowing under this Agreement shall be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time made by the applicable Issuing Lender; provided Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no Issuing Lender shall issue be responsible for any Letter of Credit if, after giving effect failure by any other Lender to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) perform its obligation to make a Committed Loan hereunder nor shall the Revolving Credit Outstandings would exceed Commitment of any Lender be increased or decreased as a result of any such failure. Subject to the provisions of this Agreement, the Borrower or applicable Qualified Borrower may repay any outstanding Committed Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to the amount available under this Section 2.1(a) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit CommitmentTermination Date. Each Letter requested Borrowing of Credit Committed Loans funded on any Funding Date shall (i) be denominated in Dollars in a minimum principal amount of at least $25,0001,500,000 (or, with respect to an Alternative Currency Borrowing only, the Dollar Equivalent Amount of $1,500,000); provided, however, that if the Revolving Credit Availability at the time of such requested Borrowing is less than $1,500,000 (or the Dollar Equivalent Amount of $1,500,000 in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agentan Alternative Currency Borrowing), (ii) expire on a date no more than twelve months after then the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal requested Borrowing shall be for additional one year periods pursuant to the terms total amount of the Letter of Revolving Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAvailability.
Appears in 2 contracts
Sources: Credit Agreement (Simon Property Group L P /De/), Credit Agreement (Simon Property Group L P /De/)
Availability. Subject to the terms and conditions hereofof this Agreement and the other Loan Documents, each Issuing Lenderincluding, without limitation, Section 6.2(e) of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), the Issuing Lender agrees to issue standby or commercial letters of credit (which standby letters of credit, together with the Existing Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit, constitute Letters of Credit) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of other Credit may be issued Party on any Business Day from the Closing Date up to through but not including the Letter of twenty-fifth (25th) day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)Dollars, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of twenty-fifth (25th) day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Supreme Industries Inc), Credit Agreement (Supreme Industries Inc)
Availability. (i) Subject to the terms and conditions hereofset forth in this Agreement, each Issuing LenderLender hereby severally and not jointly agrees to make revolving loans, in reliance on Dollars or an Alternative Currency (each individually, a "Revolving Loan" and, collectively, the agreements "Revolving Loans") to the Borrowers, collectively, from time to time during the period from the Effective Date to the Business Day next preceding the Revolving Credit Termination Date, in an amount not to exceed such Lender's Pro Rata Share of the Revolving Credit Lenders set forth Availability in Section 3.4(a)the applicable currency at such time. If such Revolving Loans are made in one or more Alternative Currencies, agrees to issue standby or commercial Letters of the amount thereof, when aggregated with all other Revolving Credit Obligations denominated in an aggregate amount Alternative Currencies, shall not to exceed its L/C Commitment for the account equivalent of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may Multicurrency Sublimit.
(ii) All Revolving Loans comprising the same Borrowing under this Agreement shall be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time made by the applicable Issuing Lender; provided Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no Issuing Lender shall issue be responsible for any Letter of Credit if, after giving effect failure by any other Lender to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) perform its obligation to make a Revolving Loan hereunder nor shall the Revolving Credit Outstandings would exceed Commitment of any Lender be increased or decreased as a result of any such failure.
(iii) Subject to the provisions of this Agreement, the Borrower obligated therefor may repay any outstanding Revolving Loan made to it on any day which is a Business Day and any amounts so repaid may be reborrowed, up to the amount available under this Section 2.01(b) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit Commitment. Termination Date.
(iv) Each Letter requested respective Borrowing of Credit Revolving Loans funded on any Funding Date shall consist of Loans made in the same currency and shall be (i) be denominated in Dollars if Base Rate Loans, in a minimum principal amount of at least $25,000, 250,000 and in the case integral multiples of a commercial Letter $250,000 in excess of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser that amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customsif Eurocurrency Rate Loans, in a principal amount of at least $1,000,000 (or the case equivalent thereof in any Alternative Currency) and in integral multiples of a commercial Letter $250,000 (or the equivalent thereof in any Alternative Currency) in excess of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresamount.
Appears in 2 contracts
Sources: Credit Agreement (Freedom Chemical Co), Credit Agreement (Freedom Chemical Co)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, of this Agreement and the other Loan Documents and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), the Issuing Lender agrees to issue standby letters of credit (or, if the Issuing Lender so agrees in its sole discretion, documentary or commercial other letters of credit subject to terms and conditions acceptable to the Issuing Lender) (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued other Loan Party on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit CommitmentAggregate Commitments. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any other Loan Party, contingent or otherwise, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender)Credit, which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case ISP98 as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such the Issuing Lender as of the Closing Date and that such the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (CB) the conditions set forth in Section 6.2 5.2 are not satisfied, (C) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally or (D) the beneficiary of such Letter of Credit is a Sanctioned Person. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 2 contracts
Sources: Credit Agreement (MGP Ingredients Inc), Credit Agreement (MGP Ingredients Inc)
Availability. Subject to During the terms and conditions hereofInitial Period, each Issuing Lender, in reliance on the agreements Aggregate Outstandings shall not at any time exceed the lesser of the Revolving Credit Lenders set forth Initial Borrowing Base and the Aggregate Commitment and shall be subject to prepayment in Section 3.4(aaccordance with subsection 2.6(b), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its and no Loan shall be made, and no Facility L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may shall be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, or amended if after giving effect to the incurrence of such issuance, (a) Loan or the issuance or amendment of such Facility L/C Obligations would exceed C, the L/C Sublimit or (b) the Revolving Credit Aggregate Outstandings would exceed the Revolving Credit lesser of the Initial Borrowing Base and the Aggregate Commitment. Each Letter After the end of Credit the Initial Period and during the Second Period, the Aggregate Outstandings shall (i) be denominated in Dollars in a minimum amount not at any time exceed the lesser of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender Second Borrowing Base and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date Aggregate Commitment and shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customsprepayment in accordance with subsection 2.6(b), in the case of a commercial Letter of Credit, and no Loan shall be made and no Facility L/C shall be issued or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, amended if after giving effect to the extent not inconsistent therewithincurrence of such Loan or the issuance or amendment of such Facility L/C, the laws Aggregate Outstandings would exceed the lesser of the State Second Borrowing Base and the Aggregate Commitment. After the end of New York. No Issuing Lender the Second Period, the Aggregate Outstandings shall not at any time exceed the lesser of the Secured Borrowing Base and the Aggregate Commitment and shall be obligated subject to issue any Letter prepayment in accordance with subsection 2.6(b), and no Loan shall be made and no Facility L/C shall be issued or amended if after giving effect to the incurrence of Credit hereunder if (A) any order, judgment such Loan or decree the issuance or amendment of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain fromFacility L/C, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on Aggregate Outstandings would exceed the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as lesser of the Closing Date Secured Borrowing Base and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAggregate Commitment.
Appears in 2 contracts
Sources: Credit Agreement (M I Homes Inc), Credit Agreement (M I Homes Inc)
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters letters of Credit in an aggregate amount not to exceed its L/C Commitment credit for the account of the Borrower or, subject to Section 3.9, Borrowers or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the aggregate Revolving Credit Outstandings Exposure would exceed the Aggregate Revolving Credit CommitmentCommitment Amount. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)Dollars, (ii) be a standby letter of credit issued to support obligations of the Borrowers or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkLender. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of L/C Participant to exceed any limits imposed by, any applicable law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires; provided that the Issuing Lender shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Lender must elect to allow such extension.
Appears in 2 contracts
Sources: Credit Agreement (Fortegra Financial Corp), Credit Agreement (Fortegra Financial Corp)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a2.03(e), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.92.03(k), any Restricted Subsidiary thereof, . Letters of Credit may be issued on any Business Day from the Closing Effective Date up to but not including five (5) Business Days prior to the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing LenderFacility Termination Date; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment, (b) the L/C Obligations would exceed the L/C Sublimit or (bc) the Revolving L/C Obligations attributable to Letters of Credit Outstandings issued by such ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ would exceed the Revolving Credit such Issuing Lender’s L/C Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Facility Termination Date; provided, further, that a Letter of Credit Expiration may, upon the request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period beyond the date that is five (5) Business Days prior to the Facility Termination Date (it being understood that the Lenders shall automatically be released from their participation obligations with respect to any such Letter of Credit from and after the Facility Termination Date), and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined unless otherwise agreed by the applicable Issuing Lender and the Borrower, be subject to ISP 98 and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Effective Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally or (C) the conditions set forth in Section 6.2 4.02 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions extensions, increases or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 2 contracts
Sources: Credit Agreement (Dick's Sporting Goods, Inc.), Credit Agreement (Dick's Sporting Goods, Inc.)
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.93.8, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 500,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such the Issuing Lender as of the Closing Date and that such the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (CB) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 2 contracts
Sources: Credit Agreement (Realpage Inc), Credit Agreement (Realpage Inc)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on of this Agreement (including the agreements of the Revolving Credit Lenders amount limitations set forth in Section 3.4(aParagraph 2.05), Issuing Bank agrees to issue standby or commercial Letters on behalf of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved Borrowers from time to time by during the applicable Issuing Lender; provided period beginning on the Closing Date and ending on the date that no Issuing Lender shall issue any Letter is thirty (30) days prior to the Maturity Date such Letters of Credit ifas any Borrower may request under this Subparagraph 2.01(b); provided, after giving effect to such issuancehowever, as follows:
(aA) The aggregate amount available for drawing under all Letters of Credit at any time outstanding shall not exceed the lesser of (i) the L/C Obligations would exceed the L/C Sublimit or Total Commitment and (bii) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Dollar amount or Dollar Equivalent (as applicable) of One Hundred Twenty-Five Million Dollars ($125,000,000);
(B) Each Letter of Credit shall (i) be denominated an irrevocable standby letter of credit or documentary letter of credit in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby an Alternative Currency;
(C) Each Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) shall expire on a or prior to the date no more than twelve months that is one year after the date of issuance or last renewal of such its issuance; provided, however, that in no event shall any Letter of Credit expire later than the date that is thirty (subject to automatic renewal for additional one year periods pursuant 30) days prior to the terms of the Maturity Date);
(D) Each Letter of Credit Application or other documentation shall be in a form reasonably acceptable to the applicable Issuing Lender), which date Bank; and
(E) The issuing bank shall not be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at under any time be obligated obligation to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport purports to enjoin or restrain such the Issuing Lender Bank from issuing such Letter of Credit, or any Applicable Law law applicable to such the Issuing Lender Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender Bank shall prohibit, or request that such the Issuing Lender Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the Issuing Lender Bank with respect to letters of credit generally or such Letter of Credit in particular any restriction or restriction, reserve or capital requirement (for which such the Issuing Lender Bank is not otherwise compensatedcompensated hereunder) not in effect on the Closing Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense that which was not applicable, in effect or known to such Issuing Lender as of applicable on the Closing Effective Date and that such which the Issuing Lender Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it. Except as otherwise provided herein, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Borrowers may request Letters of Credit, unless cause or allow Letters of Credit to expire and request additional Letters of Credit until the context otherwise requiresdate that is thirty (30) days prior to the Maturity Date. 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, 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.
Appears in 2 contracts
Sources: Credit Agreement (Flextronics International LTD), Credit Agreement (Flextronics International LTD)
Availability. Subject From and including the Closing Date and subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(aSection 2.03(e), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9Section 2.03(k), any Restricted Subsidiary thereof, . Letters of Credit may be issued on any Business Day from the Closing Date up to but not including five (5) Business Days prior to the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing LenderFacility Termination Date; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment, (b) the L/C Obligations would exceed the L/C Sublimit or (bc) the Revolving L/C Obligations attributable to Letters of Credit Outstandings issued by such I▇▇▇▇▇▇ ▇▇▇▇▇▇ would exceed the Revolving Credit such Issuing Lender’s L/C Commitment. Each Letter of Credit shall (i) be denominated in Dollars (at the Borrower’s election) Dollars, any Foreign Currency or (solely with respect to Citibank and any other Issuing Lender who agrees to issue Letters of Credit in the applicable currency) any Additional L/C Currency in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Facility Termination Date provided, further that a Letter of Credit Expiration may, upon the request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period beyond the date that is five (5) Business Days prior to the Facility Termination Date (it being understood that the Lenders shall automatically be released from their participation obligations with respect to any such Letter of Credit from and after the Facility Termination Date), and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined unless otherwise agreed by the applicable Issuing Lender and the Borrower, be subject to ISP 98 and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Effective Date and that such Issuing Lender in good ▇f▇▇▇▇ ▇▇▇▇▇ material to it, (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) the conditions set forth in Section 6.2 Section 4.03 are not satisfiedsatisfied or (D) such Issuing Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested Foreign Currency or Additional L/C Currency, if applicable. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions extensions, increases or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 2 contracts
Sources: Credit Agreement (GXO Logistics, Inc.), Credit Agreement (RXO, Inc.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the U.S. Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Revolving Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or the applicable Issuing Lender’s Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars a Permitted Currency in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as to be agreed to by the applicable such Issuing Lender and the Administrative Agent)Lender, (ii) be a standby letter of credit issued to support obligations of the U.S. Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to such Issuing Lender, (iv) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable such Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Revolving Maturity Date and (iiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable such Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to cause such Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. Notwithstanding anything herein to the contrary, the Issuing Lenders shall have no obligation hereunder to issue any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions Laws or (ii) in any manner that would result in a violation of any Sanctions Laws by any party to this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Owens Corning), Credit Agreement (Owens Corning)
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Issuing Lender, (iv) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to in accordance with the terms provisions of the Letter of Credit Application or other documentation acceptable to the applicable Issuing LenderSection 3.2(b)), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (“Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Outstandings Loans, plus the Swingline Loan Reserve, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Aggregate Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as may be agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding existing Letters of Credit, unless the context otherwise requires. Notwithstanding the foregoing, as of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. As of the Closing Date, the Existing Letter of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 1 contract
Sources: Credit Agreement (Lmi Aerospace Inc)
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving LEGAL02/32557961v11 Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 500,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender ISP98 and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, (but for the purposes of the Borrower or any Restricted Subsidiary thereof), Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ai) the Dollar Equivalent of L/C Obligations would exceed the L/C Sublimit or Commitment, (bii) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment, (iii) unless such Issuing Lender shall have otherwise agreed, the aggregate outstanding amount of L/C Obligations associated with Letters of Credit issued by such Issuing Lender would exceed 50% of the L/C Commitment; or (iv) if such Letter of Credit is to be denominated in an Alternative Currency, the Dollar Equivalent of L/C Obligations with respect to all Letters of Credit denominated in Alternative Currencies would exceed $50,000,000. Each Letter of Credit shall (i) be denominated in Dollars or in an Alternative Currency in a minimum amount of $25,000, in 500,000 or the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit Dollar Equivalent thereof (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) subject to the final sentence of this section, expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender)Credit, which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to cause such Issuing Lender or any request L/C Participant to exceed any limits imposed by, any Applicable Law or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, if the issuance of letters of credit generally or such Letter of Credit in particular would violate one or shall impose upon such more policies of the Issuing Lender with respect applicable to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedgenerally. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. If the Borrower so requests in any applicable Letter of Credit Application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Revolving Credit Maturity Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 6.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Restatement Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as to be agreed to by the applicable such Issuing Lender and the Administrative Agent)Lender, (ii) expire on be a letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) be in a form satisfactory to such Issuing Lender, (iv) have an expiration date no more not later than twelve months after the earlier of (a) the fifth (5th) Business Day prior to the scheduled Maturity Date and (b) the date which is one year from the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable such Issuing Lender), which ; provided that (x) if a Letter of Credit has an expiration date shall be no later than the scheduled Maturity Date, then the Borrower shall post cash collateral for such Letter of Credit Expiration in accordance with Section 2.4(b)(iii) at least five Business Days prior to the scheduled Maturity Date (or such later date as shall be determined by Administrative Agent in its sole discretion) and (iiiy) Letters of Credit may be issued with (or amended to provide) a tenor of greater than one year only with the prior written consent of all of the Lenders and (v) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable such Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to cause such Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 50,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇▇▇ agrees to make Advances to the Company in an amount at any one time outstanding not to exceed the Maximum Availability Amount. Each Borrowing shall be made by an irrevocable duly executed Borrowing Notice delivered to ▇▇▇▇▇▇▇ material (which notice must be received by ▇▇▇▇▇▇▇ no later than 10:00 a.m. (Tampa time) on the fifth (5th) Business Day prior to it, or the date that is the requested Funding Date specifying (Ci) the amount of such Borrowing, and (ii) the requested Funding Date, which shall be a Business Day. At ▇▇▇▇▇▇▇’▇ election, in lieu of delivering the above-described Borrowing Notice, any Authorized Person may give ▇▇▇▇▇▇▇ telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed with a Borrowing Notice within 24 hours of the giving of such notice and the failure to provide such Borrowing Notice shall not affect the validity of the request.
(b) After receipt of a request for a Borrowing pursuant to Section 2.2(a), ▇▇▇▇▇▇▇ shall, by not later than 3:00 p.m. (Tampa time) on the applicable Funding Date, make available to Borrower by transferring immediately available funds equal to such requested Borrowing to the Designated Accounts designated by the Borrower for such purpose; provided, however, that ▇▇▇▇▇▇▇ shall have no obligation to make any Advance if ▇▇▇▇▇▇▇ shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 6.2 are 3 will not satisfiedbe satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Maximum Availability Amount on such Funding Date. References herein If at any time ▇▇▇▇▇▇▇ fails to “issue” and derivations thereof make available to Borrower on an Applicable Funding Date an Advance in accordance with respect the provisions of this Section 2.2(b), the Company shall be permitted to Letters borrow the amount of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAdvance from the Other Lenders.
Appears in 1 contract
Sources: Loan Agreement (Aerosonic Corp /De/)
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Signing Date up to through but not including the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Letter of Credit Obligations would exceed the L/C Sublimit Letter of Credit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 500,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect Participant to letters of credit generally or such Letter of Credit in particular exceed any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Datelimits imposed by, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders L/C Participants set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall issue have no obligation to issue, and L/C Participants shall have no obligation to participate in, any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Outstandings Loans, plus the Swingline Commitment, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of the Subsidiary Guarantors, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant satisfactory to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the earlier of (A) one year from the date of issuance of such Letter of Credit Expiration and (B) the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkNorth Carolina. No The Issuing Lender shall not at any time be obligated to issue issue, and L/C Participants shall have no obligation to participate in, any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding existing Letters of Credit, unless the context otherwise requires. The Existing Letters of Credit shall be deemed to be Letters of Credit issued and outstanding under this Agreement on and after the Closing Date; provided, however, that such Existing Letters of Credit shall be replaced by letters of credit issued by Wachovia, as Issuing Lender, pursuant to and under the terms of this Agreement upon the expiration and/or maturity thereof and shall not otherwise be extended, renewed or modified.
Appears in 1 contract
Sources: Credit Agreement (O Charleys Inc)
Availability. Subject Amounts available for borrowing under the Tranche A ------------ Facility shall be limited each month to a "Borrowing Base" to be calculated in the same manner as provided in the Existing DIP Facility. Amounts under the Tranche B Facility will be available only upon the consent of Required DIP Lenders, in their sole discretion. At the time such consent is given, Required DIP Lenders may, in their sole discretion, prescribe additional limitations on the aggregate amount which may be borrowed under the Tranche B Facility, the times such borrowings may be made and the other terms and conditions hereof, each Issuing Lender, in reliance on relating to the agreements availability of the Revolving Credit Lenders set forth Tranche B Facility. Purpose/Use of Proceeds: To finance the Borrowers' litigation expenses, ----------------------- working capital needs and other general corporate purposes more specifically identified in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time cash plan delivered by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect Borrowers on or prior to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to Effective Date and updated periodically by the applicable Issuing Lender and Borrowers (as so updated, the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender"Cash Plan"), which date updates shall be no later satisfactory in form and substance to Required DIP Lenders. Other than as described in the Letter preceding sentence, proceeds shall not be used for any purposes for which the proceeds of Credit Expiration Date and (iii) be loans under the Existing DIP Facility could not have been used. Stated Maturity Date: 1 year from the Effective Date; provided that, -------------------- subject to the Uniform Customs, in the case remainder of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewiththis paragraph, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender Stated Maturity Date with respect to letters each DIP Lender's loans and commitments shall be extended to the date which is one year from the original Stated Maturity Date unless DIP Lenders holding 25% or more of the total credit generally exposure under the DIP Facility notify the Administrative Agent and the Borrowers at least 45 days prior to the first such Stated Maturity Date that such DIP Lenders elect not to extend their loans and commitments. In any event, if one or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is more DIP Lenders elects not otherwise compensated) not in effect on to extend its loans and commitments beyond the Closing original Stated Maturity Date, or any unreimbursed lossthe Administrative Agent shall notify each DIP Lender promptly of such election, cost or expense and each DIP Lender which has not theretofore made such election shall be entitled to make such election by notifying the Administrative Agent and the Borrowers at least 30 days prior to the first such Stated Maturity Date. Any DIP Lender that was has so notified the Administrative Agent and the Borrowers of its election not applicable, in effect or known to such Issuing Lender as extend shall not be required to extend its loans and commitments. In the event fewer than 25% of the Closing Date DIP Lenders elect not to extend their loans and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material commitments on or prior to itthe date which is 30 days prior to the first Stated Maturity Date, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” commitments and derivations thereof with respect to Letters of Credit shall also include extensions or modifications loans of any outstanding Letters DIP Lender not giving such notice of Credit, unless such election shall be automatically extended to the context otherwise requireslater Stated Maturity Date. Any loans of any DIP Lender not giving such notice of such election shall be automatically extended to the later Stated Maturity Date.
Appears in 1 contract
Sources: Debtor in Possession Credit Agreement (Vencor Inc /New/)
Availability. Subject The Loan Proceeds will be made available to Borrower provided that the terms and applicable conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(aArticle 11 hereof are satisfied and until the Maturity Date (“Availability Period”). Unless otherwise agreed, agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may Loan Proceeds will be issued made available on any Business Day from during the Closing Date up Availability Period by wire transfer of immediately available funds in accordance with written wire transfer instructions to but not including the Letter of Credit Expiration Date in such be furnished by Borrower on a form as may be approved from time to time supplied by Agent. Any request by the applicable Issuing Lender; provided Borrower for Loan Proceeds hereunder must be given by the Borrower in accordance with Section 11.2.1 not later than 11:00 a.m. (Denver time) on the Business Day on which any proposed LIBOR Rate Loan and not later than 11:00 a.m. (Denver time) on the Business Day on which any proposed Base Rate Loan, is proposed to be made. Each request for Loan Proceeds hereunder shall be irrevocable and shall be deemed to be a representation by the Borrower that no Issuing Lender shall issue any Letter of Credit if, on the date the Loan Proceeds are requested and after giving effect to such issuance, (a) the L/C Obligations would exceed requested Loan Proceeds the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitmentapplicable conditions specified in Article 11 have been and will be satisfied. Each Letter request for Loan Proceeds hereunder, in addition to meeting the applicable requirements of Credit Section 4.2, shall specify (i) the requested date thereof, (ii) the aggregate amount of the Loan Proceeds to be denominated in Dollars made on such date, which shall be in a minimum amount of $25,000 and an integral multiple of $25,000, (iii) whether such Loan Proceeds are to be funded as a Base Rate Loans or LIBOR Rate Loans and (iv) in the case of a commercial Letter LIBOR Rate Loans, the duration of Creditthe initial Interest Period applicable thereto. Promptly upon receipt of such notice, the Agent shall advise each Syndication Party of the requested Loan Proceeds and of such Syndication Parties’ ratable share of such Loans. At or $50,000, in the case of a standby Letter of Credit before 1:00 p.m. (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (iiDenver time) expire on a date no more than twelve months after the date of issuance the requested Loan Proceeds, each relevant Syndication Party shall provide the Agent at the Agent’s principal office in Denver with immediately available funds covering such Syndication Parties’ Syndication Share of the requested Loans. Unless the Agent determines that any applicable condition specified in Article 11 has not been satisfied or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant waived, the Agent will make available to the terms Borrower at the Agent’s principal office in Denver, Colorado in immediately available funds not later than 2:30 p.m. (Denver time) on the date the Loan Proceeds are requested the amount of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, requested Loan Proceeds to the extent not inconsistent therewith, received by the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresAgent.
Appears in 1 contract
Availability. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a)this Loan Agreement, and provided no Potential Event of Default or Event of Default shall have occurred and be continuing, the Lender hereby agrees to issue standby or commercial Letters of Credit in an aggregate amount not make to exceed its L/C Commitment for the account of the Borrower or, subject or to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued other Person described on any Business Day from Schedule 2.01 attached hereto as directed by the Closing Date up Borrower pursuant to but not including the Letter of Credit Expiration Date in such form as may be approved this Loan Agreement from time to time during the Equipment Line of Credit Period, equipment line of credit loans (hereinafter each individually referred to as an "Equipment Line of Credit/Term Loan" and collectively, the "Equipment Line of Credit/Term Loans"), in an amount which shall not exceed in the aggregate at any time outstanding the $5,000,000.00 principal amount of the Equipment Line of Credit/Term Loan Facility. If the outstanding principal amount of the Equipment Line of Credit/Term Loans shall intentionally or unintentionally exceed the amount of the $5,000,000.00 principal amount of the Equipment Line of Credit/Term Loan Facility at any time, such excess shall be (1) immediately payable by the applicable Issuing Borrower to the Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a2) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to deemed secured by the applicable Issuing Lender Collateral and the Administrative Agent), (ii3) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of this Loan Agreement. No new or additional Equipment Line of Credit/Term Loan shall be made during the Letter Equipment Line Term Period. The Equipment Line of Credit/Term Loans shall be evidenced by the Equipment Line of Credit/Term Loan Note. The Lender is hereby authorized to record the dates and amounts of each Equipment Line of Credit/Term Loan made by the Lender and the dates and amounts of each payment or prepayment of principal thereof on "Schedule 1" annexed to and constituting a part of the Equipment Line of Credit/Term Loan Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information as recorded; provided, however, the failure to make such notation with respect to any Borrowing shall not otherwise affect the obligation of the Borrower to the Lender under this Loan Agreement or the Equipment Line of Credit/Term Loan Note.
(b) During the Equipment Line of Credit Application or other documentation acceptable Period, Equipment Line of Credit/Term Loans may be voluntarily prepaid pursuant to the applicable Issuing Lender)Section 2.04 hereof and, which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customsprovisions of this Loan Agreement, in any amounts so prepaid may be reborrowed, until the case Business Day next preceding the Equipment Line of a commercial Letter Credit Termination Date. The Lender's commitment to make Equipment Line of Credit/Term Loans shall expire on the Equipment Line of Credit Termination Date, or ISP98, in the case of a standby Letter and all Equipment Line of Credit/Term Loans then outstanding shall, in each case provided no Potential Event of Default or Event of Default exists under this Loan Agreement, (1) be converted to a term loan and (2) commence amortizing during the Equipment Line Term Period, all as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (more fully provided for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires2.01(v) below.
Appears in 1 contract
Sources: Equipment Line of Credit/Term Loan Agreement (Diagnostic Retrieval Systems Inc)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, (but for the purposes of the Borrower or any Restricted Subsidiary thereof), Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ai) the L/C Obligations would exceed the L/C Sublimit or Commitment, (bii) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment or (iii) unless such Issuing Lender shall have otherwise agreed, the aggregate outstanding amount of L/C Obligations associated with Letters of Credit issued by such Issuing Lender would exceed 50% of the L/C Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 500,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) subject to the final sentence of this section, expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender)Credit, which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to cause such Issuing Lender or any request L/C Participant to exceed any limits imposed by, any Applicable Law or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, if the issuance of letters of credit generally or such Letter of Credit in particular would violate one or shall impose upon such more policies of the Issuing Lender with respect applicable to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedgenerally. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. If the Borrower so requests in any applicable Letter of Credit Application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Revolving Credit Maturity Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 6.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue commercial or standby or commercial Letters letters of Credit in an aggregate amount not to exceed its L/C Commitment credit for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ai) the L/C Obligations would exceed the L/C Sublimit Commitment or (bii) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (ix) be denominated in Dollars in a minimum amount commercial or standby letter of $25,000credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the case ordinary course of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)business, (iiy) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiz) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder; provided, however, that ▇▇▇▇▇ Fargo shall remain the sole holder of such Existing Letters of Credit (until such expire) with the understanding that no participation interests shall be sold to (or purchased by) any L/C Participant with respect to such Existing Letters of Credit.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or and commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby or commercial letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the third Business Day prior to the Revolving Credit Maturity Date; provided, that any Letter of Credit Expiration with a one-year term may provide for the renewal thereof for additional one-year periods beyond the date that is three Business Days prior to the Revolving Credit Maturity Date if, on or before the Revolving Credit Maturity Date, the Borrowers shall Cash Collateralize the L/C Obligations thereunder in an amount not less than the Minimum Collateral Amount as of such date plus accrued and unpaid interest thereon and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkIllinois. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such the Issuing Lender as of the Closing Date and that such the Issuing Lender in good ▇f▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit denominated in Dollars or one or more Alternative Currencies in an aggregate amount not to exceed its the L/C Commitment Sublimit for the account of the Borrower Borrowers or, subject to Section 3.93.10, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of thirtieth (30th) day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or Sublimit, (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment, (c) the Revolving Credit Outstandings of the Foreign Borrowers would exceed the Foreign Borrower Sublimit, or (d) the Alternative Currency Outstandings would exceed the Alternative Currency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars a Permitted Currency in a minimum amount amounts of at least the Equivalent Amount of $25,000100,000, in the case of a commercial Letter of Credit, or $50,000100,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Texas or the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (B) the issuance of such Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) such Issuing Lender does not, as of the issuance date of the requested Letter of Credit (and as a general matter), issue Letters of Credit in the requested Permitted Currency, or (CD) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. No Issuing Lender shall amend any Letter of Credit if such Issuing Lender would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. No Issuing Lender shall be under any obligation to amend any Letter of Credit if the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 1 contract
Sources: Credit Agreement (KMG Chemicals Inc)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a3.04(a), agrees to issue standby or commercial Letters of Credit providing for the payment of cash upon the honoring of a payment thereunder, in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.93.10, any Restricted Subsidiary thereof, . Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration thirtieth (30th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 6.02 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions extensions, increases or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower Borrowers or, subject to Section 3.93.10, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of thirtieth (30th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case ISP98 as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (CB) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Restatement Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or Commitment, (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment or (c) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 3,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal or extension of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application Documents or other documentation reasonably acceptable to the applicable Issuing Lender)) and, in any case, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (iv) unless otherwise expressly agreed by the Issuing Lender and the Borrower when a Letter of Credit Expiration Date and (iii) is issued by it, be subject to the Uniform CustomsISP, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application Documents or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such the Issuing Lender is not otherwise compensated) not in effect on the Restatement Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such the Issuing Lender as of the Restatement Closing Date and that such the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (CB) the conditions set forth in Section 6.2 are not satisfied, (C) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally, (D) the proceeds of which would be made available to any Person (x) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (y) in any manner that would result in a violation of any Sanctions or Anti-Corruption Laws by any party to this Agreement or (E) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 5.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other U.S. Revolving Credit Lenders or Global Revolving Lenders, as applicable, set forth in Section 3.4(a), agrees to issue standby or commercial Letters letters of Credit in an aggregate amount not to exceed its L/C Commitment credit for the account of the Borrower or, subject to Section 3.9, Borrowers or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof (including Fortegra Indemnity) on any Business Day from the Closing Restatement Effective Date up to through but not including the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or Commitment, (b) the aggregate U.S. Revolving Credit Outstandings Exposure would exceed the Aggregate U.S. Revolving Commitment Amount or (c) the aggregate Global Revolving Credit CommitmentExposure would exceed the Aggregate Global Revolving Commitment Amount. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)Dollars, (ii) be a standby letter of credit issued to support obligations of the Borrowers or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkLender. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of L/C 56 Participant to exceed any limits imposed by, any applicable law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires; provided that the Issuing Lender shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Lender must elect to allow such extension.
Appears in 1 contract
Sources: Credit Agreement (Tiptree Inc.)
Availability. (i) Subject to the terms and ------------ conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(athis Agreement, each Lender hereby severally and not jointly agrees to make to the Borrower from ================================================================== time to time during the period from the Initial Funding Date to the Termination Date, revolving loans (each individually, a "Loan" and, collectively, the "Loans"), agrees to issue standby or commercial in an amount which, ---- ----- together with such Lender's Pro Rata Share of the outstanding Letters of Credit Obligations, shall not exceed, in an the aggregate amount not to exceed its L/C at any time outstanding, the lesser of (A) such Lender's Commitment for the account and (B) such Lender's Pro Rata Share of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date Borrowing Base Amount then in such form as may be approved from time to time by the applicable Issuing Lendereffect; provided that no Issuing Lender the aggregate principal amount of all Loans outstanding at any one time shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would not exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), then Maximum Loan Amount.
(ii) expire All Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Loan hereunder and that the Commitment of any Lender shall not be increased or decreased without the prior written consent of such Lender as a result of the failure by any other Lender to perform its obligation to make a Loan. The failure of any Lender to make available to the Administrative Agent any Borrowing of the Commitments shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent such other Lender's Pro Rata Share of any Borrowing of the Commitments on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject funds are to automatic renewal for additional one year periods be made available pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and this Agreement.
(iii) Loans may be prepaid pursuant to Section ------- 2.04, and, subject to the Uniform Customsprovisions of this Agreement, any ---- amounts so prepaid may be reborrowed, up to the amount available under this Section 2.01(a) at the time of such Borrowing, until -------------- the Business Day immediately preceding the Final Maturity Date. Each Lender's Commitment shall expire, and each Loan then outstanding shall mature and be repaid by the Borrower, without further action on the part of the Lenders, on the Final Maturity Date.
(iv) Loans made on any Funding Date shall be in the case aggregate minimum amount of a commercial Letter $1,000,000 and in integral multiples of Credit, or ISP98, $1,000,000 in excess thereof.
(v) During the case period of a standby Letter 30 consecutive days commencing each year on January 1 and ending on January 30 of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewithyear, the laws Borrower shall effect a prepayment of the State of New Yorkoutstanding Loans (such amount, a "Cleandown") so as to cause no --------- Loans to be outstanding during such period (each such period, a "Cleandown Period"). No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree Within 15 days after the end of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from----------------- Cleandown Period, the issuance of letters of credit generally or such Letter of Credit in particular or Borrower shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on notify the Closing Date, or any unreimbursed loss, cost or expense Administrative Agent that was not applicable, in effect or known to such Issuing Lender as of a Cleandown Period has occurred and the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) Administrative Agent shall notify the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresLenders.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000500,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedMinnesota. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, (which may support the obligations of any Restricted Subsidiary thereof, Letters of Credit may be issued the Borrower) on any Business Day from the Closing Date up to to, but not including including, the Letter of thirtieth (30th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support the obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business and (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform CustomsISP, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.51 142128979_6 170630523_7
Appears in 1 contract
Sources: Credit Agreement (Ubiquiti Inc.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a)this Article III, agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that the Issuing Lenders shall have no Issuing Lender shall obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the Dollar Equivalent of all L/C Obligations would exceed the L/C Sublimit or Commitment, (b) the Revolving Credit Outstandings would exceed the Revolving Commitment, (c) the Dollar Equivalent of all L/C Obligations with respect to Letters of Credit denominated in Alternative Currencies would exceed $100,000,000, or (d) the Dollar Equivalent of all L/C Obligations with respect to Letters of Credit issued by any Issuing Lender would exceed such Issuing Lender’s Individual L/C Sub-Commitment. Each Letter of Credit shall (i) be denominated in Dollars or an Alternative Currency in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 10,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) expire be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) except in accordance with Section 3.1(b), have an expiry on a date no more than twelve months after or before the date of issuance or last renewal of such Letter of Credit fifth (subject to automatic renewal for additional one year periods pursuant 5th) Business Day prior to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Scheduled Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender Lenders shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or cause any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority L/C Participant with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or respect to such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular exceed any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Datelimits imposed by, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. Each Issuing Lender may, at its option, issue any Letter of Credit by causing any domestic or foreign branch or Affiliate of such Issuing Lender with the approval of the Borrower to issue such Letter of Credit; provided that any exercise of such option shall not affect in any manner the obligation of the Borrower to repay such Letter of Credit in accordance with the terms of this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Orbital Atk, Inc.)
Availability. Subject to the terms and conditions hereofof this Agreement and so long as the Swingline Lender does not have knowledge that any Default or Event of Default exists or will exist after giving effect to the applicable Swingline Loan, each Issuing Lenderand the Borrower has delivered to the Agent a loan request in the form of Exhibit B hereto, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), Swingline Lender agrees to issue standby or commercial Letters of Credit in an aggregate amount not make Swingline Loans to exceed its L/C Commitment for the account of the Borrower or, subject from time to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day time from the Closing Date up to to, but not including including, the Letter Swingline Termination Date; provided, that the aggregate principal amount of all outstanding Swingline Loans (after giving effect to any amount requested) at any time, shall not exceed the lesser of (i) the Total Commitment in effect at such time less the sum of (A) all outstanding Revolving Credit Expiration Date in Loans at such form as may be approved from time (after giving effect to time by all amounts requested), (B) the applicable Issuing Lender; provided that no Issuing Lender shall issue Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) which is drawn and included in the Revolving Credit Outstandings would exceed Loans or the Revolving Credit Commitment. Each Letter of Credit shall Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time, and (iC) be denominated in Dollars in a minimum amount of $25,000all outstanding Bid Rate Loans at such time, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date Swingline Commitment at such time. Swingline Loans hereunder may be used in anticipation of issuance or last renewal borrowing Revolving Credit Loans, Bid Rate Loans and for other short-term requirements and shall be repaid in accordance with the terms hereof. Each Swingline Loan must be for an amount equal to at least $1,000,000 and in an integral multiple of such Letter $100,000 and shall be evidenced by the Swingline Note. The Swingline Lender shall initiate the transfer of Credit (subject to automatic renewal for additional one year periods pursuant funds representing the Swingline Loan to the terms Borrower by 4:00 p.m. (Boston time) on the Business Day of the Letter of Credit Application or other documentation acceptable to requested borrowing, so long as the applicable Issuing Lender), which date shall be Swingline Loan has been requested by the Borrower no later than 1:00 p.m. (Boston time) on such Business Day. In no event shall the Letter number of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall Swingline Loans outstanding at any time be obligated exceed three (3). All Swingline Loans shall bear interest at the Prime Rate plus the Applicable Prime Rate Margin. The Borrower unconditionally promises to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit pay interest on each Swingline Loan in particular or shall impose upon such Issuing Lender arrears on each Interest Payment Date with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresthereto.
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Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.93.10, any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Commitments. For purposes of determining the L/C Obligations pursuant to the foregoing sentence, all Letters of Credit Commitmentissued in Alternative Currencies shall be valued at the Dollar Equivalent of such Letter of Credit on the date of issuance thereof. Each Letter of Credit shall shall: (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)an Alternative Currency, (ii) be a standby letter of credit issued to support obligations of the Borrower or, subject to Section 3.10, any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than the earlier of (A) twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to (x) such longer expiration dates as may be agreed to by the applicable Issuing Lender so long as the Borrower complies with clause (B) below and (y) automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender)) and (B) the fifth (5th) Business Day prior to the Revolving Credit Maturity Date, which date unless the Borrower shall be no later than have granted to the Administrative Agent, for the benefit of the applicable Issuing Lender, Cash Collateral in an amount equal to 103% of the L/C Obligations of such Letter of Credit Expiration not later than five (5) Business Days prior to the Revolving Credit Maturity Date, in which case such Cash Collateralized Letter of Credit shall not have an expiration date later than one year after the Revolving Credit Maturity Date; provided that, if a Letter of Credit has an expiration date later than five (5) Business Days prior to the Revolving Credit Maturity Date and the Borrower fails to Cash Collateralize such Letter of Credit on or before the fifth (iii5th) Business Day prior to the Revolving Credit Maturity Date, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Loan bearing interest at the Base Rate on the fourth (4th) Business Day prior to the Revolving Credit Maturity Date in an amount equal to 103% of the L/C Obligations of such Letter of Credit, and the Lenders shall make a Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be held by the Administrative Agent, for the benefit of the applicable Issuing Lender, as security for the payment of the Borrower’s obligations to reimburse such Issuing Lender for amounts drawn on such Letter of Credit; and (iv) be subject to the Uniform CustomsISP, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good fai▇▇ ▇▇▇▇▇ ▇▇▇▇▇ material terial to it, or (CB) the conditions set forth in Section 6.2 are not satisfiedsatisfied or (C) the beneficiary of such Letter of Credit is a Sanctioned Person. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
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Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are Clauses 3.01 and ------------ 3.02 hereof, the Borrower may request one or more Disbursements on any Banking Day during the Availability Period by delivering to the Facility Agent and EXIM a Notice of Drawing no later than 12:00 noon (New York City time) at least three (3) Banking Days (or such shorter period to which the Facility Agent and EXIM may agree) in advance of the proposed Borrowing Date. The Notice of Drawing shall specify (a) the Borrowing Date (which shall be a Banking Day) in respect of the Disbursement or Disbursements, as relevant, (b) subject to Clause 2.01, the amount of the proposed Disbursement or Disbursements, as relevant and (c) if such Disbursement initially will bear interest at the Floating Rate, the duration of the initial Interest Period in respect of such Disbursement which duration shall be a period of one (1) day, one (1) week or one (1), three (3) or six (6) months in any case as may be agreed by the Facility Agent and the Borrower, provided, however, if the Facility Agent and the Borrower cannot satisfiedagree on the duration of an Interest Period, the duration shall be one (1) month. References herein At least three (3) Banking Days (or such shorter period to “issue” which the Facility Agent may agree) prior to the end of each Interest Period, the Borrower shall notify the Lender of the duration which it has selected for the next succeeding Interest Period. Subject to the provisions of the definition of "Interest Period," such duration shall be one (1) day, one (1) week or one (1), three (3) or six (6) months as may be agreed between the Facility Agent and derivations thereof the Borrower, provided, however, if the Facility Agent and the Borrower cannot agree on the duration of an Interest Period, the duration shall be one (1) month. In the event that the Borrower fails to select the duration of an Interest Period in accordance with respect the provisions of this Clause 2.03, the Borrower shall be deemed to Letters have selected an Interest Period with a duration of Credit shall also include extensions or modifications of any outstanding Letters of Credit, one (1) month unless the context otherwise requiresexisting Interest Period has a duration of one (1) week or one (1) day in which case the Borrower shall be deemed to have selected an Interest Period with a duration of one (1) day.
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Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated either (x) a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of the Borrower, the Parent or any of its Subsidiaries or (y) a commercial letter of credit in Dollars in a minimum amount respect of $25,000the purchase of goods or services by the Borrower, the Parent or any of its Subsidiaries in the case ordinary course of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)business, (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Notwithstanding anything herein to the contrary, neither Barclays Bank PLC nor any of its branches or Affiliates shall be required to issue any documentary or commercial letters of credit. A documentary or commercial letter of credit means a letter of credit that is (a) issued to provide for the payment of the purchase price for goods or services purchased by the Company and (b) intended to be drawn when such purchase price is due and payable and not merely upon the occurence of a default or similar contingency. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
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Availability. Subject to the terms and conditions hereof, each Issuing Lender, of this Agreement and the other Loan Documents and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), the Issuing Lender agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the US Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing LenderLender in its reasonable discretion; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, 25,000 or Canadian Dollars in the case a minimum amount of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit C$25,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the US Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as reasonably determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request L/C Participant to exceed any limits imposed by, any Applicable Law or directive (whether or not having the force if an Event of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender Default has occurred and is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedcontinuing. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
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Availability. Subject The Borrower will not permit the sum of Availability, plus the Canadian Availability and the European Availability (as those terms are defined in the Canadian Credit Agreement), to be less than the terms following amounts during the following periods: (i) $1,500,000 beginning on September 29, 2008 and conditions hereofcontinuing through and including November 30, each Issuing Lender2008, and (ii) $2,000,000 at all times prior to September 29, 2008 and beginning on and at all times after December 1, 2008." By signing in reliance on the agreements space provided below and accepting the increased liquidity resulting from the above amendment and restatement of the Revolving Credit Lenders availability covenant set forth in Section 3.4(a2.6(d), B▇▇▇▇▇▇▇ agrees to issue standby or commercial Letters of Credit that it will use the proceeds generated from such amendment solely in an aggregate amount not to exceed its L/C Commitment for connection with expenses associated with the account completion of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good H▇▇▇▇▇▇ ▇▇▇▇▇▇ material Order. Any use of such proceeds other than in connection with expenses associated with completion of the H▇▇▇▇▇▇ ▇▇▇▇▇▇ Order will constitute an Event of Default under the Credit Agreement. The Credit Agreement, all of the Loan Documents and each term and condition thereof remain in full force and effect as amended hereby. Borrower reaffirms, ratifies and approves all of its obligations under the Credit Agreement and the Loan Documents, as amended hereby, and represents and warrants that no further approvals or authorizations are necessary for Borrower to itexecute this Letter Agreement. At the same time, nothing in this Letter Agreement is intended to waive, or shall waive, any Defaults or Events of Default that exist under the Credit Agreement or the Loan Documents on the date hereof (C) including without limitation the conditions set forth Defaults and Events of Default identified in Section 6.2 are not satisfied. References herein Lender's letters to “issue” Borrower dated September 5, 2008 and derivations thereof September 23, 2008); all of Lender's rights and remedies with respect to Letters such Defaults or Events of Default are expressly preserved. This Letter Agreement contains the entire understanding of the parties in connection with the subject matter hereof and cannot be changed or terminated orally. All prior agreements, understandings, representations, warranties and negotiations regarding the subject matter hereof, if any, are merged into this Letter Agreement. This Letter Agreement shall be deemed part of the Credit Agreement and the Loan Documents for all purposes and may be executed in counterparts, each of which when so executed and delivered shall also include extensions or modifications be deemed an original, and all of any outstanding Letters such counterparts together shall constitute but one and the same agreement. Further, facsimile copies of Creditsignatures shall be treated as original signatures for all purposes. Please sign below to indicate your acknowledgment and agreement with the foregoing terms. Very truly yours, unless the context otherwise requires.H▇▇▇▇▇▇ ▇▇▇▇▇▇ CORP. By: /s/ P▇▇▇▇ ▇. ▇▇▇▇ Its: EVP & CFO [Acknowledgment signatures begin on next page] [Acknowledgment signatures continued from prior page] ACKNOWLEDGED AND AGREED TO this 29th day of September, 2008. DELPHAX TECHNOLOGIES INC. By: /s/ G▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Its: CFO + VP, Finance DELPHAX TECHNOLOGIES CANADA LIMITED By: /s/ G▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Its: CFO + VP, Finance
Appears in 1 contract
Sources: Credit and Security Agreement (Delphax Technologies Inc)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, of this Agreement and the other Loan Documents and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), the Issuing Lender agrees to issue standby letters of credit (or, if the Issuing Lender so agrees in its sole discretion, documentary or commercial other letters of credit subject to terms and conditions acceptable to the Issuing Lender) (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued other Loan Party on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit CommitmentAggregate Commitments. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any other Loan Party, contingent or otherwise, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender)Credit, which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case ISP98 as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such the Issuing Lender as of the Closing Date and that such the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (B) the conditions set 126047641_6 forth in Section 5.2 are not satisfied, (C) the conditions set forth in Section 6.2 are not satisfiedissuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally or (D) the beneficiary of such Letter of Credit is a Sanctioned Person. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, of this Agreement and the other Loan Documents and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), the Issuing Lender agrees to issue standby letters of credit (or, if the Issuing Lender so agrees in its sole discretion, documentary or commercial other letters of credit subject to terms and conditions acceptable to the Issuing Lender) (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued other Loan Party on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit CommitmentAggregate Commitments. Each Letter of Credit shall (i) be denominated in Dollars in 202564162_8 a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any other Loan Party, contingent or otherwise, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender)Credit, which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date (unless otherwise agreed to by the Administrative Agent and the Issuing Lender in writing) and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case ISP98 as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such the Issuing Lender as of the Closing Date and that such the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (CB) the conditions set forth in Section 6.2 5.2 are not satisfied, (C) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally or (D) the beneficiary of such Letter of Credit is a Sanctioned Person. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Availability. Subject to the terms and conditions hereofof this Agreement and the other Loan Documents, each Issuing Lenderincluding, without limitation, Section 5.2(e), and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), the Issuing Lender agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000100,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve 12 months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date fifth Business Day prior to the Maturity Date, and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York, unless otherwise required by the beneficiary of such Letter of Credit. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (SolarWinds, Inc.)
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a3.04(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date applicable to the L/C Facility in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more that is not later than the earlier of (x) twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than ) and (y) the Letter of Credit Expiration fifteenth (15th) Business Day prior to the Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedapplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower (or, subject to Section 3.9, any Restricted Subsidiary thereof, in the case of the Existing Letters of Credit may be issued Credit, for the account of Fossil Partners) on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 50,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. The L/C Commitment shall automatically terminate concurrently with the termination of the Revolving Credit Commitment.
Appears in 1 contract
Sources: Credit Agreement (Fossil Inc)
Availability. Subject to the terms and conditions hereofof this Agreement and the other Loan Documents, each Issuing Lender, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), the Issuing Lender agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 50,000 (or such lesser amount as may be agreed to by the applicable Issuing Lender Administrative Agent and the Administrative AgentIssuing Lender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (Ax) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request L/C Participant to exceed any limits imposed by, any Applicable Law or directive (whether or not having y) any L/C Participant is at that time a Defaulting Lender, unless the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibithas entered into arrangements, or request that such including the delivery of Cash Collateral, satisfactory to the Issuing Lender refrain from, (in its sole discretion) with the issuance of letters of credit generally Borrower or such L/C Participant, to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 5.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit in particular then proposed to be issued or shall impose upon such Issuing Lender with respect to letters of credit generally or such that Letter of Credit in particular any restriction or reserve or capital requirement (for and all other L/C Obligations as to which such the Issuing Lender is not otherwise compensated) not has actual or potential Fronting Exposure, as it may elect in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedits sole discretion. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (Media General Inc)
Availability. Subject to the terms and conditions hereofof this Agreement and so long as the Swingline Lender does not have knowledge that any Default or Event of Default exists or will exist after giving effect to the applicable Swingline Loan, each Issuing Lenderand the Borrower has delivered to the Agent a loan request, including the certificate referred to in reliance on the agreements of the Section 2.4(iv)(c), as if all references in Section 2.4(iv)(c) to Revolving Credit Lenders set forth in Section 3.4(a)Loans were to Swingline Loans, the Swingline Lender agrees to issue standby or commercial Letters of Credit in an aggregate amount not make Swingline Loans to exceed its L/C Commitment for the account of the Borrower or, subject from time to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day time from the Closing Date up to to, but not including including, the Letter Swingline Termination Date; PROVIDED, that the aggregate principal amount of all outstanding Swingline Loans (after giving effect to any amount requested) at any time, shall not exceed the lesser of (i) the Total Commitment in effect at such time LESS the sum of (A) all outstanding Revolving Credit Expiration Date in Loans at such form as may be approved from time (after giving effect to time by all amounts requested), (B) the applicable Issuing Lender; provided that no Issuing Lender shall issue Maximum Drawing Amount and, without double-counting the portion, if any, of any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) which is drawn and included in the Revolving Credit Outstandings would exceed Loans or the Revolving Credit Commitment. Each Letter of Credit shall Maximum Drawing Amount, all outstanding Reimbursement Obligations at such time, and (iC) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or all outstanding Bid Rate Loans at such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)time, (ii) expire on a date no more than twelve months after the date of issuance or last renewal of Borrowing Base Availability at such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date time and (iii) the Swingline Commitment at such time. Swingline Loans hereunder may be subject used in anticipation of borrowing Revolving Credit Loans, Bid Rate Loans and for other short-term requirements and shall be repaid in accordance with the terms hereof. Each Swingline Loan must be for an amount equal to at least $1,000,000 and in an integral multiple of $100,000 and shall be evidenced by the Swingline Note. The Swingline Lender shall initiate the transfer of funds representing the Swingline Loan to the Uniform CustomsBorrower by 4:00 p.m. (Boston time) on the Business Day of the requested borrowing, in so long as the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined Swingline Loan has been requested by the applicable Issuing Lender and, to Borrower no later than 1:00 p.m. (Boston time) on such Business Day. In no event shall the extent not inconsistent therewith, the laws number of the State of New York. No Issuing Lender shall Swingline Loans outstanding at any time be obligated exceed three (3). All Swingline Loans shall bear interest at the Prime Rate plus the Applicable Prime Rate Margin. The Borrower unconditionally promises to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit pay interest on each Swingline Loan in particular or shall impose upon such Issuing Lender arrears on each Interest Payment Date with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresthereto.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Parent Borrower or, subject to Section 3.9, (which may support the obligations of any Restricted Subsidiary thereof, Letters of Credit may be issued the Parent Borrower) on any Business Day from the Closing Date up to through but not including the Letter of thirtieth (30th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or Commitment, (b) the Revolving Credit Outstandings would exceed the Revolving Credit CommitmentCommitment or (c) the Revolving Credit Outstandings with respect to the Parent Borrower would exceed the Parent Borrower Sublimit. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support the obligations of the Parent Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business and (iii) 54537432_8 expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender)Credit, which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 5.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Availability. Subject to the terms and conditions hereofof this Agreement and the other Loan Documents, each Issuing Lenderincluding, without limitation, Section 6.2(d) of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to ▇▇▇▇▇ Fargo, as the Issuing Lender, may (in its sole discretion) issue standby or and commercial Letters letters of Credit in an aggregate amount not to exceed its L/C Commitment credit for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable such Issuing Lender; provided provided, that no such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 50,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit or commercial letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender Lenders shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law cause the applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Comerica Letters of Credit and Existing ▇▇▇▇▇ Fargo Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder; provided, however, the Borrower shall use commercially reasonable efforts to, as soon as reasonably practicable, either replace with a new Letter of Credit issued by ▇▇▇▇▇ Fargo hereunder or terminate each Existing Comerica Letter of Credit. For the avoidance of doubt, ▇▇▇▇▇ Fargo shall be the sole Issuing Lender with respect to all Letters of Credit issued hereunder on or after the Closing Date.
Appears in 1 contract
Sources: Credit Agreement (Us Ecology, Inc.)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to or (without limiting the Borrower’s obligations with respect thereunder under Section 3.9, 3.5 or otherwise) any Restricted Subsidiary thereof, Letters of Credit may be issued its Subsidiaries in Dollars or in Alternative Currencies on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided, however, that the applicable Issuing Lender; provided that no Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment; provided that any Issuing Lender may issue a Letter of Credit in excess of the L/C Commitment if (x) the term of such Letter of Credit is less than one (1) year from the date of issuance and (y) after giving effect to such issuance, the Dollar Equivalent Amount of the Outstandings would not exceed the Aggregate Commitment or (b) the Revolving Credit Dollar Equivalent Amount of the Outstandings would exceed the Revolving Credit Aggregate Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter letter of Credit (credit or such lesser amount as agreed bank guarantee issued to by support obligations of the applicable Issuing Lender and the Administrative Agent)Borrower or any of its Subsidiaries, contingent or otherwise, (ii) expire on a date no more later than twelve months after the earlier of (A) the fourth anniversary of the date of issuance or last and (B) June 1, 2018; provided, that (x) any Letter of Credit with a one-year term may provide for renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in subclause (B) above) and (y) no later than five (5) days prior to the Revolving Credit Maturity Date, the Borrower shall Cash Collateralize in Dollars each Letter of Credit, if any, with an expiration date after the Revolving Credit Maturity Date in a Dollar Equivalent Amount equal to 105% of the L/C Obligations with respect to each such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, URDG or ISP98, in the case of a standby Letter of Crediteach case, in each case as set forth in the related Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to cause such Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless except (x) any technical or non-substantive modifications or amendments, as determined in the sole discretion of the applicable Issuing Lender or (y) as the context may otherwise requiresrequire. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders L/C Participants set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall issue have no obligation to issue, and L/C Participants shall have no obligation to participate in, any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Outstandings Loans, plus the Swingline Commitment, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of the Subsidiary Guarantors, contingent or otherwise, incurred in the case ordinary course of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)business, (iiiii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant satisfactory to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the earlier of (A) one year from the date of issuance of such Letter of Credit Expiration and (B) the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkNorth Carolina. No The Issuing Lender shall not at any time be obligated to issue issue, and L/C Participants shall have no obligation to participate in, any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding existing Letters of Credit, unless the context otherwise requires. The Existing Letters of Credit shall be deemed to be Letters of Credit issued and outstanding under this Agreement on and after the Closing Date; provided, however, that such Existing Letters of Credit shall be replaced by letters of credit issued by ▇▇▇▇▇ Fargo, as Issuing Lender, pursuant to and under the terms of this Agreement upon the expiration and/or maturity thereof and shall not otherwise be extended, renewed or modified.
Appears in 1 contract
Sources: Credit Agreement (O Charleys Inc)
Availability. Subject 6.1.1 Other than as a result of a FORCE MAJEURE event and/or a reason outside of the CONTRACTOR’s control, if after COMMENCEMENT DATE and during the NORMAL OPERATING HOURS any HELICOPTER is not AVAILABLE (provided that such non- AVAILABILITY shall not occur due to fault attributable to the terms and conditions hereofCONTRACTOR), each Issuing Lender, the SERVICES rates shall be reduced as calculated in reliance on accordance with the agreements Exhibit B. The term “outside of the Revolving Credit Lenders set forth in Section 3.4(a), agrees CONTRACTOR’s control” shall be limited to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, following occurrences:
(a) weather conditions outside the L/C Obligations would exceed limits of operation stated in the L/C Sublimit or CONTRACTOR’s operations manual;
(b) any act, law, regulation or directive of the Revolving Credit Outstandings would exceed GOVERNMENT (coming into force after the Revolving Credit CommitmentEFFECTIVE DATE) making flight operations impossible. Each Letter This includes Airworthiness Directives (AD) of Credit regulatory authorities, however the rectification period as per the announced AD shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), COMPANY;
(iic) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters a recommendation to suspend or the suspension of credit generally the operation of the HELICOPTER on the advice of HELICOPTER’s manufacturer or regulatory authority; or
(d) any act of prevention by the COMPANY.
6.1.2 The CONTRACTOR shall inform the COMPANY the MAJOR MAINTENANCE schedule for at least one (1) month in advance. Such MAJOR MAINTENANCE schedule shall be mutually agreed by the PARITES. On any occasion where the CONTRACTOR conducts MAJOR MAINTENANCE longer than the agreed period, such Letter delay shall be considered as unavailability (hours) unless downtime allowance is applied. Such unavailability (hours) shall be deducted from the Monthly Standing Charge (MSC) in accordance with Exhibit B. The amount calculated under this sub-article is in addition to any other rights or remedies of Credit the COMPANY under the CONTRACT or at law.
6.1.3 On any occasion where the CONTRACTOR is unable to make the HELICOPTER AVAILABLE within one (1) hour after receiving the COMPANY’s notification to perform medevac flight, the delay in particular making HELICOPTER AVAILABLE within one (1) hour shall be counted as unavailability (hours). Such unavailability (hours) shall be deducted from the MSC in accordance with Exhibit B. The amount calculated under this sub-article is in addition to any other rights or remedies of the COMPANY under the CONTRACT or at law.
6.1.4 The CONTRACTOR shall impose upon such Issuing Lender be allowed a maximum downtime allowance of twenty-four (24) hours during NORMAL OPERATING HOURS per month per PERMANENT HELICOPTERS for maintenance and/or rectification and/or repair in addition to the time allowed for scheduled MAJOR MAINTENANCE. Any unused monthly downtime allowances are not cumulative. Any downtime during NORMAL OPERATING HOURS in excess of twenty-four (24) hours shall be considered as unavailability (hours). Such unavailability hours shall stop counting if unavailable HELICOPTER is replaced by replacement HELICOPTER acceptable to and APPROVED by the COMPANY at no additional charge to the COMPANY during the replacement period. Such unavailability (hours) shall be deducted from the MSC in accordance with respect Exhibit B. The amount calculated under this sub-article is in addition to letters any other rights or remedies of credit generally the COMPANY under the CONTRACT or such Letter of Credit in particular at law.
6.1.5 If any restriction or reserve or capital requirement (for which such Issuing Lender HELICOPTER is not otherwise compensatedAVAILABLE while undergoing scheduled maintenance, including MAJOR MAINTENANCE, for more than seven (7) not days, the CONTRACTOR shall provide replacement HELICOPTER acceptable to and APPROVED by the COMPANY at no additional charge to the COMPANY during those periods of scheduled maintenance, including MAJOR MAINTENANCE.
6.1.6 In the event of an accident resulting in effect on the Closing Datea ditching, or any unreimbursed loss, cost total or expense that was not applicable, in effect or known to such Issuing Lender as constructive total loss of the Closing Date HELICOPTER, the CONTRACTOR shall use his best endeavors to replace it immediately but in no event later than seven (7) days with HELICOPTER acceptable to and that APPROVED by the COMPANY. During such Issuing Lender a period the Monthly Standing Charge (MSC) set out in good ▇▇▇▇▇ ▇▇▇▇▇ material Exhibit B shall cease from the day following the ditching, loss or the constructive total loss until the replacement HELICOPTER is AVAILABLE. No additional charge including mobilization charges shall apply to itthe replacement HELICOPTER.
6.1.7 If any HELICOPTER is not AVAILABLE for more than seven (7) days for whatever reason, or (C) except for the conditions set forth case specified in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiressub-articles 6.
Appears in 1 contract
Sources: Helicopter Services Agreement
Availability. Subject to the terms and conditions hereofof this AGREEMENT and the LOAN DOCUMENTS, each Issuing Lenderincluding but not limited to the terms of all reimbursement agreements, applications and other documents required by the LENDER in reliance on the agreements issuance of LETTERS OF CREDIT, the CREDIT FACILITY may be used by the BORROWERS for, and the LENDER agrees to issue, LETTERS OF CREDIT as requested by any of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment BORROWERS for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued BORROWERS on any Business Day BUSINESS DAY from the Closing Date up to date of CLOSING through but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing LenderTERMINATION DATE; and provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would EXPOSURE (after giving effect to any requested issuance) shall not at any time exceed Two Million Dollars ($2,000,000.00); (b) the sum of the L/C Sublimit or EXPOSURE (bafter giving effect to the requested issuance) plus the Revolving Credit Outstandings would aggregate unpaid principal balance of the LOAN shall not exceed the Revolving Credit Commitment. Each Letter of Credit MAXIMUM CREDIT AMOUNT; (c) no LETTER OF CREDIT (including any extension or renewal thereof, whether or not automatic) shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more which is later than twelve months after one (1) year from the date of issuance thereof; (d) no LETTER OF CREDIT (including any extension or last renewal of such Letter of Credit thereof, whether or not automatic) shall expire on a date which is on or after thirty (subject to automatic renewal for additional one year periods pursuant 30) days prior to the terms TERMINATION DATE, unless such LETTER OF CREDIT is secured by cash collateral satisfactory to the LENDER in an amount equal to one hundred percent (100%) of the Letter STATED AMOUNT, to be applied in accordance with Section 9.4 hereof; and (e) the issuance of Credit Application any requested LETTER OF CREDIT shall not conflict with or other documentation acceptable cause the LENDER to exceed any limits imposed by any LAWS applicable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkLENDER. No Issuing Lender shall If at any time be obligated the L/C EXPOSURE exceeds any such permitted amounts, the BORROWERS shall furnish to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport the LENDER cash collateral satisfactory to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable the LENDER in an amount equal to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority excess to be applied in accordance with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires9.4 hereof.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, of this Agreement and the other Loan Documents and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), the Issuing Lender agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the US Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the US Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 1 contract
Availability. Subject From and including the Closing Date and subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(aSection 2.03(e), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9Section 2.03(k), any Restricted Subsidiary thereof, . Letters of Credit may be issued on any Business Day from the Closing Date up to but not including five (5) Business Days prior to the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing LenderFacility Termination Date; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment, (b) the L/C Obligations would exceed the L/C Sublimit or (bc) the Revolving L/C Obligations attributable to Letters of Credit Outstandings issued by such Issuing Lender would exceed the Revolving Credit such Issuing Lender’s L/C Commitment. Each Letter of Credit shall (i) be denominated in Dollars (at the Borrower’s election) Dollars, any Foreign Currency or (solely with respect to Citibank and any other Issuing Lender who agrees to issue Letters of Credit in the applicable currency) any Additional L/C Currency in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Facility Termination Date provided, further that a Letter of Credit Expiration may, upon the request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period beyond the date that is five (5) Business Days prior to the Facility Termination Date (it being understood that the Lenders shall automatically be released from their participation obligations with respect to any such Letter of Credit from and after the Facility Termination Date), and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined unless otherwise agreed by the applicable Issuing Lender and the Borrower, be subject to ISP 98 and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Effective Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Effective Date and that such Issuing Lender in good ▇f▇▇▇▇ ▇▇▇▇▇ material to it, (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) the conditions set forth in Section 6.2 Section 4.03 are not satisfiedsatisfied or (D) such Issuing Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested Foreign Currency or Additional L/C Currency, if applicable. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions extensions, increases or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
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Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ax) the L/C Obligations would exceed the L/C Sublimit Commitment or (by) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)Dollars, (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter fifth (5th) Business Day prior to the date referred to in clause (a) of the definition of Revolving Credit Expiration Maturity Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Effective Date, no Letters of Credit are outstanding.
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Sources: Credit Agreement (Wingstop Inc.)
Availability. Subject to the terms and conditions hereof, each the Issuing LenderBank, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing LenderBank; provided provided, that the Issuing Bank shall have no Issuing Lender shall obligation to issue any Letter of Credit if, after giving effect to such issuance, (ai) the L/C Obligations would exceed the L/C Sublimit Commitment or (bii) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (iA) be denominated in Dollars in Dollars, (B) be a minimum amount standby letter of $25,000credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the case ordinary course of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)business, (iiC) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application Agreement or other documentation acceptable to the applicable Issuing LenderBank), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iiiD) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application Agreement or as determined by the applicable Issuing Lender Bank and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or cause the Issuing Bank or any L/C Participant to exceed any limits imposed by, any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedLaw. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
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Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a)3.4, agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Restatement Date up to but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 500,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender ISP98 and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Restatement Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 1 contract
Availability. Subject to the terms -------------------- ------------ and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a)this Agreement, each Lender hereby severally and not jointly agrees to issue standby or commercial Letters of Credit make revolving loans, in Dollars (each individually, an "Acquisition Facility Revolving Loan" and, collectively, the "Acquisition Facility Revolving Loans") to the Borrower from time to time during the period from the Acquisition Facility Closing Date to the Business Day next preceding the Acquisition Facility Revolving Termination Date, in an aggregate amount not to exceed its L/C Commitment for the account such Lender's Pro Rata Share of the Acquisition Facility Availability at such time; provided, however, that no Acquisition -------- Facility Revolving Loans shall be made until the Term Loans have been repaid in full. All Acquisition Facility Revolving Loans comprising the same Borrowing under this Agreement shall be made by the Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make an Acquisition Facility Revolving Loan hereunder nor shall the Acquisition Facility Commitment of any Lender be increased or decreased as a result of any such failure. Subject to the provisions of this Agreement, the Borrower or, subject to Section 3.9, may repay any Restricted Subsidiary thereof, Letters of Credit outstanding Acquisition Facility Revolving Loan on any day which is a Business Day and any amounts so repaid may be issued reborrowed, up to the amount available under this Section 2.3(a) at the time of such Borrowing, until the Business -------------- Day next preceding the Acquisition Facility Revolving Termination Date. Each requested Borrowing of Acquisition Facility Revolving Loans funded on any Business Day from the Closing Funding Date up to but not including the Letter of Credit Expiration Date in such form as may for Acquisition Facility Revolving Loans shall be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars if Reference Rate Loans, in a minimum principal amount of at least $25,000, 500,000 and in the case integral multiples of a commercial Letter $250,000 in excess of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser that amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customsif Eurodollar Rate Loans, in the case a principal amount of a commercial Letter at least $1,000,000 and in integral multiples of Credit, or ISP98, $500,000 in the case excess of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresamount.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower, or jointly for the account of the Borrower or, subject to Section 3.9, and any Restricted Subsidiary thereof, other Credit Party as may be required in the circumstances. Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration thirtieth (30th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 10,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case ISP98 as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 5.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or and commercial letters of credit (the "Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit") for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of fifth Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby or commercial letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of third Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkIllinois. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “"issue” " and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, Parent or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be reasonably approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 500,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Parent or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender in its sole discretion and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Availability. Subject to the terms and conditions hereofof this Agreement and the other Loan Documents, each Issuing Lenderincluding, without limitation, Section 6.2(e) of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), the Issuing Lender agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)Dollars, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or any Applicable Law applicable to such cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.93.10, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of thirtieth (30th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 500,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case ISP98 as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (Copart Inc)
Availability. (a) Subject to the terms and conditions hereofset forth in this Loan Agreement, the Lender hereby agrees to make to the Borrower or to any other Person described on Schedule 2.01 hereof as directed by the Borrower pursuant to this Loan Agreement, from time to time during the period from the Closing Date to the Business Day next preceding the Revolving Credit Termination Date, revolving credit loans (hereinafter each Issuing individually, a "Revolving Credit Loan" and collectively, the "Revolving Credit Loans"), in an amount which shall not exceed, in the aggregate at any time outstanding, the Revolving Credit Loan Sublimit; provided, however, at no time shall the aggregate principal amount of all Revolving Credit Loans outstanding at any time exceed the Maximum Amount of Revolving Credit Loans at such time. The Revolving Credit Loans shall be evidenced by the Revolving Credit Note. The Lender is hereby authorized to record the date and amount of each Revolving Credit Loan made by the Lender, in reliance the date and amount of each payment or prepayment of principal thereof either (1) on the agreements Schedule "A" annexed to and constituting a part of the Revolving Credit Lenders set forth in Section 3.4(a)Note or (2) by entering such information into the Lender's automated loan tracking system, agrees and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded; provided, however, the failure to issue standby make such notation(s) with respect to any Borrowing shall not limit or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for otherwise affect the account obligation of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit under this Loan Agreement or (b) the Revolving Credit Outstandings would exceed Note. If the outstanding amount of the Revolving Credit Commitment. Each Letter of Credit Loans shall (i) be denominated in Dollars in a minimum exceed the amount of $25,000the Revolving Credit Loan Sublimit at any time, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant excess shall be immediately payable to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Sources: Revolving Line of Credit Loan Agreement (Diagnostic Retrieval Systems Inc)
Availability. Subject (a) As a sublimit under the Revolving Commitment, subject to the terms and conditions hereof, each Issuing LenderFronting Bank, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a)2.8.4, agrees to issue standby or commercial Letters letters of Credit in an aggregate amount not to exceed its L/C Commitment credit (each, a “Letter of Credit”) for the account of the Borrower or, subject to Section 3.92.8.10, any Restricted Subsidiary thereof, which Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration thirtieth (30th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing LenderFronting Bank; provided provided, that no Issuing Lender Fronting Bank shall not issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. .
(b) Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)Dollars, (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing LenderFronting Bank), which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender Fronting Bank and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender .
(c) Fronting Bank shall not at any time be obligated to issue any Letter of Credit hereunder if (Ai) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender Fronting Bank from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender Fronting Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender Fronting Bank shall prohibit, or request that such Issuing Lender Fronting Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender Fronting Bank with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender Fronting Bank is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender Fronting Bank as of the Closing Date and that such Issuing Lender Fronting Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (Cii) the conditions set forth in Section 6.2 4.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. Fronting Bank shall not be under any obligation to issue any Letter of Credit if any Lender is at that time a Defaulting Lender, unless Fronting Bank has entered into arrangements, including the delivery of cash collateral, satisfactory to Fronting Bank (in its sole discretion) with Borrower or such Defaulting Lender to eliminate the Fronting Bank’s actual or potential fronting exposure (after giving effect to Section 3.15.1(d)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other then outstanding Letters of Credit as to which Fronting Bank has actual or potential fronting exposure, as it may elect in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Dts, Inc.)
Availability. Subject to the terms and conditions hereofof this Agreement, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), Swingline Lender agrees to issue standby or commercial Letters of Credit in an aggregate amount not make Swingline Loans to exceed its L/C Commitment for the account of the Borrower or, subject Borrowers from time to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day time from the Closing Date up to through, but not including including, the Letter Swingline Termination Date; provided, that the aggregate principal amount of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, all outstanding Swingline Loans (after giving effect to any amount requested and the payment or prepayment of outstanding Revolving Credit Loans or unreimbursed draws on Letters of Credit with the proceeds of such issuanceborrowing) at any time, shall not exceed the lesser of (ax) the L/C Obligations would exceed the L/C Sublimit or (b) the Total Revolving Credit Outstandings would exceed Commitment in effect at such time less the Revolving Credit Commitment. Each Letter sum of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any orderall outstanding Revolving Credit Loans at such time, judgment or decree (B) the aggregate Stated Amount of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter Letters of Credit in particular or shall impose upon outstanding at such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Datetime, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to aggregate amount of all unreimbursed draws under outstanding Letters of Credit at such time, and (y) the Swingline Commitment at such time, and provided further that after the Swingline Lender has received written notice from any Bank that a Default or Event of Default has occurred and stating that no new Swingline Loans are to be made during the continuance of such Default or Event of Default, the Swingline Lender shall also include extensions not make any Swingline Loans until such Default or modifications Event of any outstanding Letters Default has been cured or waived in accordance with the provisions of Creditthis Agreement. Swingline Loans hereunder may be used in anticipation of borrowing Revolving Credit Loans and for other short-term requirements and may be requested for a period of up to seven (7) days and shall be repaid and may be reborrowed in accordance with the terms hereof. Each Swingline Loan must be for an amount equal to at least $250,000. The Swingline Lender shall initiate the transfer of funds representing the Swingline Loan to the Borrowers by 4:00 p.m. on the Business Day of the requested borrowing, unless so long as the context otherwise requiresSwingline Loan has been requested by the Borrowers no later than 3:00 p.m. on such Business Day.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Barnes & Noble Inc)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the 66 Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Sources: Fourth Amendment and Lender Joinder Agreement (SYNAPTICS Inc)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, of this Agreement and the other Loan Documents and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), the Issuing Lender agrees to issue standby letters of credit (or, if the Issuing Lender so agrees in its sole discretion, documentary or commercial other letters of credit subject to terms and conditions acceptable to the Issuing Lender) (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, or any Restricted Subsidiary thereof, Letters of Credit may be issued other Loan Party on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit CommitmentAggregate Commitments. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 100,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a 139669560_5 CORE/3001926.0117/166889384.1 standby letter of credit issued to support obligations of the Borrower or any other Loan Party, contingent or otherwise, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender)Credit, which date shall be no later than the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case ISP98 as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such the Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such the Issuing Lender as of the Closing Date and that such the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (CB) the conditions set forth in Section 6.2 5.2 are not satisfied, (C) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally or (D) the beneficiary of such Letter of Credit is a Sanctioned Person. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.93.10, any Restricted Subsidiary thereof, Letters of Credit may be issued thereof on any Business Day from the Closing Date up to through but not including the Letter of Credit Expiration fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Commitments. For purposes of determining the L/C Obligations pursuant to the foregoing sentence, all Letters of Credit Commitmentissued in Alternative Currencies shall be valued at the Dollar Equivalent of such Letter of Credit on the date of issuance thereof. Each Letter of Credit shall shall: (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent)an Alternative Currency, (ii) be a standby letter of credit issued to support obligations of the Borrower or, subject to Section 3.10, any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than the earlier of (A) twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to (x) such longer expiration dates as may be agreed to by the applicable Issuing Lender so long as the Borrower complies with clause (B) below and (y) automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender)) and (B) the fifth (5th) Business Day prior to the Maturity Date, which date unless the Borrower shall be no later than have granted to the Administrative Agent, for the benefit of the applicable Issuing Lender, Cash Collateral in an amount equal to 103% of the L/C Obligations of such Letter of Credit Expiration not later than five (5) Business Days prior to the Maturity Date, in which case such Cash Collateralized Letter of Credit shall not have an expiration date later than one year after the Maturity Date; provided that, if a Letter of Credit has an expiration date later than five (5) Business Days prior to the Maturity Date and the Borrower fails to Cash Collateralize such Letter of Credit on or before the fifth (iii5th) Business Day prior to the Maturity Date, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Loan bearing interest at the Base Rate on the fourth (4th) Business Day prior to the Maturity Date in an amount equal to 103% of the L/C Obligations of such Letter of Credit, and the Lenders shall make a Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be held by the Administrative Agent, for the benefit of the applicable Issuing Lender, as security for the payment of the Borrower’s obligations to reimburse such Issuing Lender for amounts drawn on such Letter of Credit; and (iv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (CB) the conditions set forth in Section 6.2 are not satisfiedsatisfied or (C) the beneficiary of such Letter of Credit is a Sanctioned Person. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (Cirrus Logic Inc)
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit other Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (the “Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, (but for the purposes of the Borrower or any Restricted Subsidiary thereof), Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ai) the Dollar Equivalent of L/C Obligations would exceed the L/C Sublimit or Commitment, (bii) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment, (iii) unless such Issuing Lender shall have otherwise agreed, the aggregate outstanding amount of L/C Obligations associated with Letters of Credit issued by such Issuing Lender would exceed 50% of the L/C Commitment; or (iv) if such Letter of Credit is to be denominated in an Alternative Currency, the Dollar Equivalent of L/C Obligations with respect to all Letters of Credit denominated in Alternative Currencies would exceed $50,000,000. Each Letter of Credit shall (i) be denominated in Dollars or in an Alternative Currency in a minimum amount of $25,000, in 500,000 or the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit Dollar Equivalent thereof (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative AgentLender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) subject to the final sentence of this section, expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender)Credit, which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or Customs and/or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance reliance(a) on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.93.8, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit 500,000 (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such the Issuing Lender shall prohibit, or request that such the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.40 59442126_10 74897129_7
Appears in 1 contract
Sources: Credit Agreement (Realpage Inc)
Availability. Subject to the terms and conditions of this Agreement, the applicable Specified A/C Lenders severally agree to make Specified A/C Loans in the applicable Specified Alternative Currency to the Borrower from time to time from the Closing Date through the Credit Facility Termination Date as requested by the Borrower in accordance with the terms of Section 2.5; provided, that (a) the Dollar Amount of the aggregate principal amount of all outstanding Specified A/C Loans in such Specified Alternative Currency (after giving effect to any amount requested) shall not exceed the lesser of (i) the Aggregate Commitment less the sum of the Dollar Amount of the aggregate principal amount of all outstanding Revolving Credit Loans less the sum of the Dollar Amount of the aggregate principal amount of all outstanding Competitive Bid Loans, Swingline Loans and L/C Obligations and (ii) the applicable Specified A/C Aggregate Commitment, (b) the sum of (i) the Dollar Amount of the aggregate principal amount of all outstanding Specified A/C Loans and (ii) the Dollar Amount of the aggregate principal amount of all outstanding Revolving Credit Loans made in an Alternative Currency (other than a Specified Alternative Currency) shall not exceed the Alternative Currency Commitment and (c) the Dollar Amount of the aggregate principal amount of all outstanding Specified A/C Loans in such Specified Alternative Currency from any applicable Specified A/C Lender to the Borrower shall not at any time exceed such Lender's Specified A/C Commitment for such Specified Alternative Currency. Each Specified A/C Loan by a Specified A/C Lender shall be in a principal amount equal to such Specified A/C Lender's applicable Specified A/C Commitment Percentage of the aggregate principal amount of the applicable Specified A/C Loans requested on such occasion. Specified A/C Loans shall be funded in an amount equal to the Alternative Currency Amount of such Specified A/C Loan. Subject to the terms and conditions hereof, each Issuing Lenderthe Borrower may borrow, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its Lrepay and reborrow Specified A/C Commitment for Loans hereunder until the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Facility Termination Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial letters of credit (“Letters of Credit in an aggregate amount not to exceed its L/C Commitment Credit”) for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to through but not including the Letter of Revolving Credit Expiration Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, the Administrative Agent has determined that (a) the L/C Obligations would exceed the L/C Sublimit Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter 100,000 (other than Existing Letters of Credit (or such lesser amount as otherwise agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender)Credit, which date shall be no later than the Letter of fifth (5th) Business Day prior to the Revolving Credit Expiration Maturity Date and (iiiiv) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. Notwithstanding the foregoing, each Issuing ▇▇▇▇▇▇ agrees to issue Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date (but no later than one year from the date of issuance thereof) in reliance upon the agreement by the Borrower to Cash Collateralize such Letters of Credit in an amount equal to 105% of the aggregate amount available to be drawn under such Letters of Credit by the date that is thirty (30) days prior to the Revolving Credit Maturity Date, and the Borrower agrees so to Cash Collateralize such Letters of Credit by such date, it being understood that, except with respect to drawings made under such Letters of Credit prior to the date of receipt of such Cash Collateral by the applicable Issuing Lender, the Administrative Agent and the Lenders (other than the applicable Issuing Lender) shall, after the date of receipt of such Cash Collateral by the applicable Issuing Lender, be released from any and all obligations to purchase participations or make Revolving Credit Loans in respect of such Letters of Credit. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Creditissuance would violate, or any Applicable Law applicable to cause such Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over such Issuing Lender shall prohibitlimits imposed by, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) the conditions set forth in Section 6.2 are not satisfiedApplicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Sources: Incremental Term Loan Agreement (Corrections Corp of America)
Availability. (i) Subject to the terms and conditions hereofset forth ------------ in this Agreement, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), Lender hereby severally and not jointly agrees to issue standby or commercial Letters of Credit in an aggregate amount not make to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by during the applicable Issuing period from the Effective Date to the Termination Date, revolving loans (each individually, a "Loan" and, collectively, the "Loans"), in an amount which, together with such Lender's Pro Rata Share of the outstanding Letters of Credit Obligations, shall not exceed, in the aggregate at any time outstanding, the lesser of (A) such Lender's Commitment and (B) such Lender's Pro Rata Share of the Borrowing Base Amount then in effect; provided that no Issuing Lender the aggregate principal amount of all Loans outstanding at any one time shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would not exceed the L/C Sublimit or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), then Maximum Loan Amount.
(ii) expire All Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Loan hereunder and that the Commitment of any Lender shall not be increased or decreased without the prior written consent of such Lender as a result of the failure by any other Lender to perform its obligation to make a Loan. The failure of any Lender to make available to the Administrative Agent any Borrowing of the Commitments shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent such other Lender's Pro Rata Share of any Borrowing of the Commitments on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject funds are to automatic renewal for additional one year periods be made available pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and this Agreement.
(iii) Loans may be prepaid pursuant to Section 2.04, and, subject ------------ to the Uniform Customsprovisions of this Agreement, any amounts so prepaid may be reborrowed, up to the amount available under this Section 2.01(a) at ---------------- the time of such Borrowing, until the Business Day immediately preceding the Final Maturity Date. Each Lender's Commitment shall expire, and each Loan then outstanding shall mature and be repaid by the Borrower, without further action on the part of the Lenders, on the Final Maturity Date.
(iv) Loans made on any Funding Date shall be in the case aggregate minimum amount of a commercial Letter $1,000,000 and in integral multiples of Credit, or ISP98, $1,000,000 in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewithexcess thereof.
(v) Each calendar year, the laws Borrower shall effect a prepayment of the State outstanding Loans (such amount, a "Cleandown") so as to cause no Loans to be outstanding for a period of New York30 consecutive days (each such period, a "Cleandown Period"). No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree Within 15 days after the end of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain fromCleandown Period, the issuance of letters of credit generally or such Letter of Credit in particular or Borrower shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on notify the Closing Date, or any unreimbursed loss, cost or expense Administrative Agent that was not applicable, in effect or known to such Issuing Lender as of a Cleandown Period has occurred and the Closing Date and that such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (C) Administrative Agent shall notify the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresLenders.
Appears in 1 contract