Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party unless, as of the date of issuance of such Letter of Credit: (a) the face amount of the Letter of Credit requested, plus the Letter of Credit Obligations, does not exceed an amount equal to the then applicable Revolving Credit Aggregate Commitment minus the aggregate principal amount of Revolving Credit Advances at such time outstanding; (b) the obligations of Company and the Subsidiaries set forth in this Agreement and the Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the Subsidiaries; (c) both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists; (d) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date; (e) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any Subsidiary; (f) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank at its Issuing Office (with a copy sent by Account Party to the Agent), not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be satisfactory to Issuing Bank and its Issuing Office; (g) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the requested Letter of Credit, or any Bank from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank refrain from issuing, or any Bank refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generally; (h) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or for any Bank to take an assignment of its Percentage of the requested Letter of Credit, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority"), and no establishment of any new material restrictions by any Banking Authority on transactions involving letters of credit or on banks materially affecting the issuance of letters of credit by banks; and (i) Issuing Bank shall have received the facing fee required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b) hereof.
Appears in 1 contract
Sources: Revolving Credit Agreement (Meadowbrook Insurance Group Inc)
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party unless, as of the date of issuance of such Letter of Credit:
(a) the face amount of the Letter of Credit requested, plus PLUS any other requested but not yet issued Letters of Credit PLUS the undrawn portion of all other outstanding Letters of Credit PLUS the aggregate principal amount of all outstanding Letter of Credit Obligations, does not exceed an the Letter of Credit Maximum Amount;
(b) the face amount equal to of the Letter of Credit requested, PLUS the aggregate principal amount of all Advances outstanding under the Notes, PLUS the aggregate undrawn portion of all other outstanding Letters of Credit, PLUS any other requested but not yet issued Letters of Credit PLUS the aggregate principal amount of all outstanding Letter of Credit Obligations do not exceed the then applicable Revolving Credit Aggregate Commitment minus the aggregate principal amount of Revolving Credit Advances at such time outstandingCommitment;
(bc) the obligations of Company and the Subsidiaries set forth in this Agreement and the Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesCompany;
(cd) both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(de) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date;
(ef) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any SubsidiaryCompany;
(fg) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank Agent at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three five (35) Business Days prior to the requested date for issuance (or such shorter time as the Issuing BankAgent, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be reasonably required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be satisfactory to Issuing Bank Agent and its Issuing OfficeOffice in the exercise of its reasonable discretion;
(gh) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Agent from issuing the requested Letter of Credit, or any Bank from taking an assignment of its Percentage thereof a participation therein pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank Agent refrain from issuing, or any Bank refrain from taking an assignment of its Percentage ofa participation in, the Letter of Credit requested or letters of credit generally;
(hi) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank Agent to issue or for any Bank to take an assignment of its Percentage of the requested Letter of Credit, no general suspension on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority")located, and no establishment of any new material restrictions by any Banking Authority on transactions involving letters of credit or on banks materially affecting the issuance of letters extension of credit by banks; and
(ij) Issuing Bank Agent shall have received the facing issuance fee required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b3.5 hereof. Each Letter of Credit Agreement submitted to Agent pursuant hereto shall constitute the certification by the Company and the Account Party of the matters set forth in this Section 3.2 (a) hereofthrough (f). The Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party Party(ies) unless, as of the date of issuance of such Letter of Credit:
(a) in the face amount case of any Account Party:
(i) after giving effect to the Letter of Credit requestedrequested and any other outstanding requests for Letters of Credit, plus the outstanding Letter of Credit Obligations does not exceed the Letter of Credit ObligationsMaximum Amount; and
(ii) after giving effect to the Letter of Credit requested and any other outstanding requests for Advances and Letters of Credit, the outstanding Letter of Credit Obligations on such date plus the aggregate amount of all Advances requested or outstanding on such date does not exceed an amount equal to the lesser of the then applicable Revolving Credit Aggregate Commitment minus and the aggregate principal amount Borrowing Base, determined on the basis of Revolving Credit Advances at such time outstandinga current regular Borrowing Base Certificate meeting the requirements of Section 7.2(c) hereof or a special Borrowing Base Certificate meeting the requirements of Section 4.3 hereof;
(b) the obligations of Company and the Subsidiaries Borrowers set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries such Borrowers and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesBorrowers;
(c) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date, and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date;
(e) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any Subsidiarythe relevant Account Party;
(fe) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank Lender at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing BankLender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be satisfactory to Issuing Bank and its Issuing OfficeLender;
(gf) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the requested Letter of CreditCredit requested, or any Bank Revolving Credit Lender from taking an assignment of its Revolving Credit Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank Lender refrain from issuing, or any Bank Revolving Credit Lender refrain from taking an assignment of its Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally;
(hg) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or for any Bank Revolving Credit Lender to take an assignment of its Revolving Credit Percentage of the requested Letter of Credit, no suspension of or material limitation on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the BanksRevolving Credit Lenders, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority")located, and no establishment of any new material restrictions by any Banking Authority on transactions involving letters of credit or on banks materially affecting the issuance of letters extension of credit by banks; and
(ih) Issuing Bank Lender shall have received the facing fee issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Lender pursuant hereto shall constitute the certification by CALP and the Account Party of the matters set forth in Section 3.2 (a) through (d) hereof. The Issuing Lender and Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Sources: Revolving Credit Agreement (Capital Automotive Reit)
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party Party(ies) unless, as of the date of issuance of such Letter of Credit:
(a) in the face amount case of any Account Party:
(i) after giving effect to the Letter of Credit requested, plus the outstanding Letter of Credit Obligations do not exceed the Letter of Credit ObligationsMaximum Amount; and
(ii) after giving effect to the Letter of Credit requested, does the outstanding Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Advances and Swing Line Advances (including, without duplication, deemed Advances funded by the Administrative Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's reimbursement obligation hereunder) requested or outstanding on such date do not exceed an amount equal to the then applicable Revolving Credit Aggregate Commitment minus the aggregate principal amount of Revolving Credit Advances at such time outstandingCommitment;
(b) the obligations of Company and the Subsidiaries Loan Parties set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries such Loan Parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesCompany;
(c) the representations and warranties of the Loan Parties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date (other than any representation or warranty that expressly speaks only as of a different date), and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date;
(e) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any Subsidiarythe relevant Account Party;
(fe) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to Issuing Bank and its Issuing OfficeBank;
(gf) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the requested Letter of CreditCredit requested, or any Revolving Credit Bank from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank refrain from issuing, or any Revolving Credit Bank refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generally;
(hg) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or for any Revolving Credit Bank to take an assignment of its Percentage of the requested Letter of Credit, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Revolving Credit Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority")located, and no establishment of any new material restrictions by any Banking Authority central bank or other governmental agency or authority on transactions involving letters of credit or on banks materially adversely affecting the issuance of letters extension of credit by banks; and
(ih) Issuing Bank shall have received the facing fee issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by the Company and the Account Party of the matters set forth in Section 3.2 (a) through (d) hereof. The Administrative Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party Company unless, as of the date of issuance of such Letter of Credit:
(a) (i) the face amount of the Letter of Credit requested, plus the undrawn portion of all other outstanding Letters of Credit and the aggregate amount of all unpaid Letter of Credit Obligations, does not exceed an the Letter of Credit Maximum Amount, (ii) the face amount equal to of the Letter of Credit requested, if a trade Letter of Credit, together with the undrawn amount of all other outstanding trade Letters of Credit does not exceed Two Million Five Hundred Thousand Dollars ($2,500,000), and (iii) the face amount of the Letter of Credit requested, if a standby Letter of Credit, together with the undrawn amount of all other standby Letters of Credit does not exceed Five Hundred Thousand Dollars ($500,000);
(i) the face amount of the Letter of Credit requested, plus the aggregate principal amount of all Advances outstanding under the Notes, plus the aggregate undrawn portion of all other outstanding Letters of Credit, do not exceed the then applicable Revolving Credit Aggregate Commitment minus and (ii) the aggregate principal Formula Debt, taking into account the face amount of Revolving the Letter of Credit Advances at such time outstandingrequested does not exceed the then applicable Borrowing Base Limitation;
(bc) the obligations of Company and the Subsidiaries set forth in this Agreement and the Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesCompany;
(cd) both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(de) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date;
(ef) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any SubsidiaryCompany;
(fg) the Account Party requesting the Letter of Credit Company shall have delivered to Issuing Bank Agent at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three five (35) Business Days prior to the requested date for issuance (or such shorter time as the Issuing BankAgent, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be reasonably required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be satisfactory to Issuing Bank Agent and its Issuing OfficeOffice in the exercise of its reasonable discretion;
(gh) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Agent from issuing the requested Letter of Credit, or any Revolving Credit Bank from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, or governmental request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank Agent refrain from issuing, or any Revolving Credit Bank refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generally;
(hi) there shall have been no introduction enactment of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank Agent to issue or for any Bank to take an assignment of its Percentage of the requested Letter of Credit, no general suspension of trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Banks, the applicable Account Party Company and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority")located, and no establishment of any new material restrictions by any Banking Authority on transactions involving letters of credit or on banks materially affecting the issuance of letters extension of credit by banks; and
(ij) Issuing Bank Agent shall have received the facing issuance fee required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b3.5 hereof. Each Letter of Credit Agreement submitted to Agent pursuant hereto shall constitute the certification by the Company of the matters set forth in this Section 3.2 (a) hereofthrough (f). The Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party Party(ies) unless, as of the date of issuance of such Letter of Credit:
(a) in the face amount case of any Account Party:
(i) after giving effect to the Letter of Credit requested, plus the outstanding Letter of Credit Obligations does not exceed the Letter of Credit ObligationsMaximum Amount; and
(ii) after giving effect to the Letter of Credit requested, the outstanding Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Advances and Swing Line Advances (including, without duplication, deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company’s or an applicable Account Party’s reimbursement obligation hereunder) requested or outstanding on such date does not exceed an amount equal to the then applicable Revolving Credit Aggregate Commitment minus the aggregate principal amount of Revolving Credit Advances at such time outstandingCommitment;
(b) the obligations of Company and the Subsidiaries Loan Parties set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries such Loan Parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesCompany;
(c) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date (other than any representation or warranty that expressly speaks only as of a different date), and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date;
(e) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any Subsidiarythe relevant Account Party;
(fe) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to Issuing Bank and its Issuing OfficeBank;
(gf) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the requested Letter of CreditCredit requested, or any Bank from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank refrain from issuing, or any Bank refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generally;
(hg) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or for any Bank to take an assignment of its Percentage of the requested Letter of Credit, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority")located, and no establishment of any new material restrictions by any Banking Authority central bank or other governmental agency or authority on transactions involving letters of credit or on banks materially affecting the issuance of letters extension of credit by banks; and
(ih) Issuing Bank shall have received the facing fee issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by the Company and the Account Party of the matters set forth in Section 3.2 (a) through (d) hereof. The Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Sources: Credit Agreement (Quantum Fuel Systems Technologies Worldwide Inc)
Conditions to Issuance. No Letter of Credit shall be issued (including the renewal or extension of any Letter of Credit previously issued) or increased at the request and for the account of any Account Party unless, as of the date of issuance (or renewal or extension) of such Letter of Credit:
(a) the face amount of (i) after giving effect to the Letter of Credit requested, plus the Letter of Credit Obligations, does Obligations do not exceed an amount equal the Letter of Credit Maximum Amount; and (ii) after giving effect to the then applicable Letter of Credit requested, the Letter of Credit Obligations on such date plus the aggregate amount of all Advances of the Revolving Credit and Swing Line Advances (including all Advances deemed disbursed by Agent under Section 3.6(a) hereof in respect of Company’ Reimbursement Obligations) hereunder requested or outstanding on such date do not exceed the lesser of (A) the Revolving Credit Aggregate Commitment minus and (B) the aggregate principal amount of Revolving Credit Advances at such time outstandingthen applicable Borrowing Base Limitation;
(b) the obligations of Company and the Subsidiaries set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesCompany;
(c) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date, except to the extent such representations and warranties (other than Section 6.12 hereof, which shall be deemed to be remade as of the date of issuance of such Letter of Credit for purposes of this clause (c), notwithstanding the limitation contained therein) are not, by their terms, continuing representations and warranties, but speak only as of a specific date, and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date[reserved];
(e) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any Subsidiary;
(f) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three five (35) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be satisfactory to Issuing Bank and its Issuing Office;
(gf) no order, judgment or decree of any court, arbitrator or governmental authority Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the requested Letter of CreditCredit requested, or any Bank from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank refrain from issuing, or any Bank refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generally;
(hg) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or for any Bank to take an assignment of its Percentage of the requested Letter of CreditCredit (as determined in the sole discretion of Issuing Bank or such Bank, as the case may be), no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority")located, and no establishment of any new material restrictions by any Banking Authority on transactions involving letters of credit or on banks materially affecting (as determined by Issuing Bank) the issuance of letters extension of credit by banks;
(h) if any Revolving Credit Bank is a Defaulting Bank, the Issuing Bank has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by such Defaulting Bank, including, the creation of a cash collateral account in accordance with Section 10.5 or delivery of other security to assure payment of such Defaulting Bank's Percentage of all outstanding Letter of Credit Obligations; and
(i) Issuing Bank shall have received the facing fee issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by the Company and the Account Party of the matters set forth in Section 3.2 (a) through (d) hereof. The Issuing Bank shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party Party(ies) unless, as of the date of issuance of such Letter of Credit:
(a) in the face amount case of any Account Party:
(i) both before and after giving effect to the Letter of Credit requested, plus the outstanding Letter of Credit Obligations does not exceed the Letter of Credit ObligationsMaximum Amount; and
(ii) both before and after giving effect to the Letter of Credit requested, the outstanding Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Advances and Swing Line Advances (including, without duplication, deemed Advances funded by Agent under Section 3.6(a) hereof in respect of a Borrower's or an applicable Account Party's reimbursement obligation hereunder) requested or outstanding on such date does not exceed an amount equal to the then applicable Revolving Credit Aggregate Commitment minus the aggregate principal amount of Revolving Credit Advances at such time outstandingCommitment;
(b) the obligations of Company and the Subsidiaries Loan Parties set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries such Loan Parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesBorrower;
(c) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date (other than any representation or warranty that expressly speaks only as of a different date), and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date;
(e) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any Subsidiarythe relevant Account Party;
(fe) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to Issuing Bank and its Issuing OfficeBank;
(gf) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the requested Letter of CreditCredit requested, or any Revolving Credit Bank from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank refrain from issuing, or any Revolving Credit Bank refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generally;
(hg) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or for any Revolving Credit Bank to take an assignment of its Percentage of the requested Letter of Credit, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Revolving Credit Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority")located, and no establishment of any new material restrictions by any Banking Authority central bank or other governmental agency or authority on transactions involving letters of credit or on banks materially affecting the issuance of letters extension of credit by banks; and
(ih) Issuing Bank shall have received the facing fee issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by the Company and the Account Party of the matters set forth in Section 3.2 (a) through (d) hereof. The Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (MSC Software Corp)
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party Party(ies) unless, as of the date of issuance of such Letter of Credit:
(ai) the face amount of the Letter of Credit requestedrequested plus the face amount of all other Letters of Credit requested on such date, plus the aggregate amount of all other Letter of Credit Obligations then outstanding does not exceed the Letter of Credit Obligations, Maximum Amount; and
(ii) the face amount of the Letter of Credit requested plus the face amount of all other Letters of Credit requested on such date plus the principal amount of any Advances of the Revolving Loan being requested by Borrower on such date does not exceed an amount equal to the then applicable Revolving Credit Aggregate Commitment minus the aggregate principal amount of Revolving Credit Advances at such time outstandingMaximum Availability;
(biii) the obligations of Company and the Subsidiaries Borrower set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries Borrower and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesBorrower;
(c) both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(div) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date, except to the extent (x) a representation or warranty is made as of a specific date or (y) Borrower has notified Agent of occurrences or provided information after the Closing Date to supplement such representations or warranties which are no longer true and correct in all material respects and such occurrences or supplemental information do not constitute a Default or Event of Default, and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(ev) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any Subsidiarythe relevant Account Party(ies);
(fvi) the Account Party requesting the Letter of Credit Party(ies) shall have delivered to Issuing Bank Agent at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing BankAgent, in its sole discretion, may permit), the 24 Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be satisfactory to Issuing Bank and its Issuing OfficeAgent;
(gvii) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Agent from issuing the requested Letter of CreditCredit requested, or any Bank Lender from taking an assignment of its Percentage Commitment thereof pursuant to Section 3.6 2.8(f) hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank Agent refrain from issuing, or any Bank Lender refrain from taking an assignment of its Percentage Commitment of, the Letter of Credit requested or letters of credit generally;
(hviii) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank Agent to issue or for any Bank Lender to take an assignment of its Percentage Commitment of the requested Letter of Credit, no suspension of or material limitation on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by banking authorities in the United States, Michigan California or the respective jurisdictions in which the BanksLenders, the applicable Account Party Party(ies) and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority")located, and no establishment of any new material restrictions by any Banking Authority on transactions involving letters of credit or on banks materially affecting the issuance of letters extension of credit by banks; and
(iix) Issuing Bank Agent shall have received the facing fee issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b2.8(d) hereof. Each Letter of Credit Agreement submitted to Agent pursuant hereto shall constitute the certification by the Account Party(ies) of the matters set forth in Section 2.8(b)(i) through (v) hereof. The Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Sources: Loan Agreement (Summa Industries)
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party unless, as of the date of issuance of such Letter of Credit:
(a) the face amount of the Letter of Credit requested, plus the Letter of Credit Obligations, does not exceed an amount equal to (i) the then applicable Revolving Credit Aggregate Commitment minus (ii) the aggregate principal amount of Revolving Credit Advances and Swing Line Advances at such time outstanding;
(b) the obligations of Company and the Subsidiaries set forth in this Agreement and the Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the Subsidiaries;
(c) both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date;
(e) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any Subsidiary;
(f) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank at its Issuing Office (with a copy sent by Account Party to the Agent), not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be satisfactory to Issuing Bank and its Issuing Office;
(g) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the requested Letter of Credit, or any Bank from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank refrain from issuing, or any Bank refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generally;
(h) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or for any Bank to take an assignment of its Percentage of the requested Letter of Credit, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority"), and no establishment of any new material restrictions by any Banking Authority on transactions involving letters of credit or on banks materially affecting the issuance of letters of credit by banks; and
(i) Issuing Bank shall have received the facing fee required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b) hereof.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued (including the extension of any Letter of Credit previously issued) at the request and for the account of any Account Party Borrower unless, as of the date of issuance (or extension) of such Letter of Credit:
(a) the face amount of after giving effect to the Letter of Credit requested, plus (i) the Letter of Credit Obligations, Obligations do not exceed the Letter of Credit Maximum Amount; and (ii) the Aggregate Revolving Credit Exposure does not exceed an amount equal to the then applicable Revolving Credit Aggregate Commitment minus the aggregate principal amount of Revolving Credit Advances at such time outstandingCommitment;
(b) the obligations of Company and the Subsidiaries set forth in this Agreement and the Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the Subsidiaries;
(c) both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as if made on of date of the issuance of such Letter of Credit (both before and immediately after the issuance of such Letter of Credit), other than any representation or warranty that expressly speaks only as of a different date; MRC Energy Company Credit Agreement 65
(c) there is no Default or Event of Default in existence, and none will exist upon the issuance of such Letter of Credit;
(ed) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any Subsidiary;
(f) the Account Party requesting the Letter of Credit Borrower shall have delivered to the applicable Issuing Bank Lender at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less thanno later than 12:00 p.m. (New York time) at least three (3) Business Days prior to the requested date for issuance (or such shorter time as the applicable Issuing BankLender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be reasonably required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to the applicable Issuing Bank and its Issuing OfficeLender;
(ge) concurrently with the delivery to the applicable Issuing Lender of the Letter of Credit Agreement pursuant to clause (d) above, Borrower shall have delivered to the Administrative Agent notice of the request for such Letter of Credit in the form attached hereto as Exhibit F or in such other form reasonably acceptable to the Administrative Agent, together with a copy of the Letter of Credit Agreement delivered to the applicable Issuing Lender in respect of such Letter of Credit;
(f) no order, judgment or decree of any court, arbitrator or governmental authority Governmental Authority shall purport by its terms to enjoin or restrain the applicable Issuing Bank Lender from issuing the requested Letter of CreditCredit requested, or any Bank Revolving Credit Lender from taking an assignment its participation interest therein in accordance with the terms of its Percentage thereof pursuant to Section 3.6 hereof3.6, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that the applicable Issuing Bank refrain Lender from issuing, or any Bank refrain Revolving Credit Lender from taking an assignment of its Percentage ofacquiring a participation in, the Letter of Credit requested or letters of credit generally;
(hg) after the Effective Date, there shall have been (i) no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or for any Bank to take an assignment of its Percentage of the requested Letter of Creditregulation, (ii) no declaration of a general banking moratorium by banking authorities in the United States, Michigan Texas or the respective jurisdictions in which the BanksRevolving Credit Lenders, the applicable Account Party Borrower and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority")located, and (iii) no establishment of any new material restrictions by any Banking central bank or other Governmental Authority on transactions involving letters of credit or on banks materially affecting generally that, in any case described in this clause (f), would make it unlawful for the issuance applicable Issuing Lender to issue or any Revolving Credit Lender to acquire its participation interest in accordance with the terms of Section 3.6 in the requested Letter of Credit or letters of credit generally;
(h) if any Revolving Credit Lender is a Defaulting Lender, the applicable Issuing Lender has entered into arrangements satisfactory to it to eliminate the Fronting Exposure with respect to the participation in the Letter of Credit Obligations by bankssuch Defaulting Lender, including creation by such Defaulting Lender of a cash collateral account on terms reasonably satisfactory to Administrative Agent or delivery of other security by such Defaulting Lender to assure payment of such Defaulting Lender’s Revolving Credit Percentage of all outstanding Letter of Credit Obligations; andand MRC Energy Company Credit Agreement 66
(i) the applicable Issuing Bank Lender shall have received the facing fee issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b) hereof3.4. Each Letter of Credit Agreement submitted to an Issuing Lender pursuant hereto shall constitute the certification by Borrower of the matters set forth in Section 5.2.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party Party(ies) unless, as of the date of issuance of such Letter of Credit:
(a) in the face amount case of any Account Party:
(i) after giving effect to the Letter of Credit requested, plus the outstanding Letter of Credit Obligations does not exceed the Letter of Credit ObligationsMaximum Amount; and
(ii) after giving effect to the Letter of Credit requested, the outstanding Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Advances and Swing Line Advances (including, without duplication, deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's reimbursement obligation hereunder) requested or outstanding on such date does not exceed an amount equal to the lesser of the then applicable Revolving Credit Aggregate Commitment minus the aggregate principal amount of Revolving Credit Advances at such time outstandingCommitment;
(b) the obligations of Company and the Subsidiaries Loan Parties set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries such Loan Parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesCompany;
(c) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date (other than any representation or warranty that expressly speaks only as of a different date), and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date;
(e) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any Subsidiarythe relevant Account Party;
(fe) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to Issuing Bank and its Issuing OfficeBank;
(gf) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the requested Letter of CreditCredit requested, or any Revolving Credit Bank from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank refrain from issuing, or any Revolving Credit Bank refrain from taking an assignment of its Revolving Credit Percentage of, the Letter of Credit requested or letters of credit generally;
(hg) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or for any Revolving Credit Bank to take an assignment of its Revolving Credit Percentage of the requested Letter of Credit, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority")located, and no establishment of any new material restrictions by any Banking Authority central bank or other governmental agency or authority on transactions involving letters of credit or on banks materially affecting the issuance of letters extension of credit by banks; and
(ih) Issuing Bank shall have received the facing fee issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by the Company and the Account Party of the matters set forth in Section 3.2 (a) through (d) hereof. The Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party unless, as of the date of issuance of such Letter of Credit:
(a) the face amount of the Letter of Credit requested, plus the undrawn portion of all other outstanding Letters of Credit and the aggregate amount of all unpaid Letter of Credit Obligations, does not exceed an amount equal to the then applicable Revolving Letter of Credit Aggregate Commitment minus the aggregate principal amount of Revolving Credit Advances at such time outstandingMaximum Amount;
(b) the face amount of the Letter of Credit requested, plus the aggregate principal amount of all Advances outstanding under the Revolving Credit Notes and the Swing Line Note, plus the principal amount of all Advances requested but not yet funded, plus the aggregate undrawn portion of all other outstanding Letters of Credit, do not exceed the lesser of the then applicable (i) Revolving Credit Aggregate Commitment and (ii) Borrowing Base;
(c) the obligations of Company and the Subsidiaries set forth in this Agreement and the Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesCompany;
(cd) both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(de) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date;
(ef) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any SubsidiaryCompany;
(fg) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank Agent at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three five (35) Business Days prior to the requested date for issuance (or such shorter time as the Issuing BankAgent, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be reasonably required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be satisfactory to Issuing Bank Agent and its Issuing OfficeOffice in the exercise of its reasonable discretion;
(gh) no order, judgment or decree of any court, arbitrator or governmental authority having competent jurisdiction shall purport by its terms to enjoin or restrain Issuing Bank Agent from issuing the requested Letter of Credit, or any Bank from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank Agent refrain from issuing, or any Bank refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generally;
(hi) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank Agent to issue or for any Bank to take an assignment of its Percentage of the requested Letter of Credit, no general suspension of trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority")located, and no establishment of any new material restrictions by any Banking Authority on transactions involving letters of credit or on banks materially affecting the issuance of letters extension of credit by banks; and
(ij) Issuing Bank Agent shall have received the facing issuance fee required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b3.5 hereof. Each Letter of Credit Agreement submitted to Agent pursuant hereto shall constitute the certification by the Company and the Account Party of the matters set forth in this Section 3.2 (a) hereofthrough (f). The Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Sources: Credit Agreement (Mce Companies Inc)
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party unless, as of the date of issuance of such Letter of Credit:
(a) the face amount of the Letter of Credit requested, plus the Letter of Credit Obligations, does not exceed an amount equal to the then applicable Revolving Credit Aggregate Commitment minus the aggregate principal amount of Revolving Credit Advances at such time outstanding;
(b) the obligations of Company and the Subsidiaries set forth in this Agreement and the Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the Subsidiaries;
(c) both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date;
(e) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any Subsidiary;
(f) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank at its Issuing Office (with a copy sent by Account Party to the Agent), not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be satisfactory to Issuing Bank and its Issuing Office;
(g) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the requested Letter of Credit, or any Bank from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank refrain from issuing, or any Bank refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generally;
(h) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or for any Bank to take an assignment of its Percentage of the requested Letter of Credit, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority"), and no establishment of any new material restrictions by any Banking Authority on transactions involving letters of credit or on banks materially affecting the issuance of letters of credit by banks; and
(i) Issuing Bank shall have received the facing fee required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b) hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by the Company and the Account Party of the matters set forth in this Section 3.2 (a) through (f). The Issuing Bank shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Sources: Revolving Credit Agreement (Meadowbrook Insurance Group Inc)
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party Party(ies) unless, as of the date of issuance of such Letter of Credit:
(a) in the face amount case of any Account Party:
(i) after giving effect to the Letter of Credit requested, plus the outstanding Letter of Credit Obligations does not exceed the Letter of Credit ObligationsMaximum Amount; and
(ii) after giving effect to the Letter of Credit requested, the outstanding Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Advances and Swing Line Advances (including, without duplication, all Advances and Letters of Credit requested by Company on or as of such date but not yet funded or issued and all deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder) requested or outstanding on such date does not exceed an amount equal to the then applicable Revolving Credit Aggregate Commitment minus the aggregate principal amount of Revolving Credit Advances at such time outstandingCommitment;
(b) the obligations of Company and the Subsidiaries Loan Parties set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries such Loan Parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesCompany;
(c) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date (other than any representation or warranty that expressly speaks only as of a different date), and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date;
(e) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any Subsidiarythe relevant Account Party;
(fe) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to Issuing Bank and its Issuing OfficeBank;
(gf) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the requested Letter of CreditCredit requested, or any Revolving Credit Bank from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank refrain from issuing, or any Revolving Credit Bank refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generally;
(hg) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or for any Revolving Credit Bank to take an assignment of its Percentage of the requested Letter of Credit, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Revolving Credit Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority")located, and no establishment of any new material restrictions by any Banking Authority central bank or other governmental agency or authority on transactions involving letters of credit or on banks materially affecting the issuance of letters extension of credit by banks; and
(ih) Issuing Bank shall have received the facing fee issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by the Company and the Account Party of the matters set forth in Section 3.2 (a) through (d) hereof. The Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party unless, as of the date of issuance of such Letter of Credit:
(a) the face amount of the Letter of Credit requested, plus any other requested but not yet issued Letters of Credit, plus the undrawn portion of all other outstanding Letters of Credit, plus the aggregate principal amount of all outstanding Letter of Credit Obligations (to the extent such Letter of Credit Obligations have not been deemed paid by a Prime-based Advance pursuant to Section 3.6(a) hereof), does not exceed the Letter of Credit ObligationsMaximum Amount;
(b) the face amount of the Letter of Credit requested, does plus the aggregate principal amount of all Advances outstanding under the Notes, plus the aggregate undrawn portion of all other outstanding Letters of Credit, plus any other requested but not yet issued Letters of Credit plus the aggregate principal amount of all outstanding Letter of Credit Obligations do not exceed an amount equal to the then applicable Revolving Credit Aggregate Commitment minus the aggregate principal amount of Revolving Credit Advances at such time outstandingCommitment;
(bc) the obligations of Company and the Subsidiaries set forth in this Agreement and the Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesCompany;
(cd) both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(de) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date (except to the extent any such representation or warranty contained in this Agreement by its express terms relates solely to an earlier specified date);
(ef) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any SubsidiaryCompany;
(fg) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank Agent at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three five (35) Business Days prior to the requested date for issuance (or such shorter time as the Issuing BankAgent, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be reasonably required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be satisfactory to Issuing Bank Agent and its Issuing Office;
(g) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing Office in the requested Letter of Credit, or any Bank from taking an assignment exercise of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank refrain from issuing, or any Bank refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generallyreasonable discretion;
(h) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or for any Bank to take an assignment of its Percentage of the requested Letter of Credit, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority"), and no establishment of any new material restrictions by any Banking Authority on transactions involving letters of credit or on banks materially affecting the issuance of letters of credit by banks; and
(i) Issuing Bank shall have received the facing fee required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b) hereof.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party unless, as of the date of issuance of such Letter of Credit:
(a) the face amount of the Letter of Credit requested, plus the undrawn portion of all other outstanding Letters of Credit does not exceed the Letter of Credit ObligationsMaximum Amount;
(i) the face amount of the Letter of Credit requested, does not exceed an amount equal to the then applicable Revolving Credit Aggregate Commitment minus plus the aggregate principal amount of Revolving Credit all Advances at such time outstandingoutstanding under the Notes, plus the aggregate undrawn portion of all other outstanding Letters of Credit, does not exceed the Maximum Commitment;
(bc) the obligations of Company and the Subsidiaries set forth in this Agreement and any of the Loan Documents are valid, binding and enforceable obligations of Company and each of such parties, as the Subsidiaries case may be and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesCompany;
(cd) both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists and no event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, exists;
(de) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date;
(e) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any Subsidiary;
(f) the Account Party requesting the Letter of Credit Company shall have delivered to Issuing Bank Agent at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three five (35) Business Days prior to the requested date for issuance (or such shorter time as the Issuing BankAgent, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be satisfactory to Issuing Bank Agent and its Issuing Office;; and
(g) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the requested Letter of Credit, or any Bank from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank refrain from issuing, or any Bank refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generally;
(h) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or for any Bank to take an assignment of its Percentage of the requested Letter of Credit, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority"), and no establishment of any new material restrictions by any Banking Authority on transactions involving letters of credit or on banks materially affecting the issuance of letters of credit by banks; and
(i) Issuing Bank Agent shall have received the facing issuance fee required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b2A.5 hereof. Each Letter of Credit Agreement submitted to Agent pursuant hereto shall constitute the certification by the Company of the matters set forth in this Section 2A.2 (a) hereofthrough (g). The Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party Party(ies) unless, as of the date of issuance of such Letter of Credit:
(a) in the face amount case of any Account Party:
(i) after giving effect to the Letter of Credit requested, plus the outstanding Letter of Credit Obligations does not exceed the Letter of Credit ObligationsMaximum Amount;
(ii) after giving effect to the Letter of Credit requested, the outstanding Letter of Credit Obligations on such date plus the aggregate amount of all Advances requested by or outstanding to the Company on such date does not exceed an amount equal to the lesser of the then applicable Revolving Credit Aggregate Commitment minus and the Domestic Borrowing Base; and
(iii) after giving effect to the Letter of Credit requested, the outstanding Letter of Credit Obligations on such date plus the aggregate principal amount of all Advances requested by or outstanding to the Borrowers on such date does not exceed the lesser of the then applicable Revolving Credit Advances at such time outstandingAggregate Commitment and the Combined Borrowing Base;
(b) the obligations of Company and the Subsidiaries Loan Parties set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries such Loan Parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesCompany;
(c) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date except to the extent the same speaks to a different date, and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date;
(e) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any Subsidiarythe relevant Account Party;
(fe) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be satisfactory to Issuing Bank and its Issuing OfficeBank;
(gf) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the requested Letter of CreditCredit requested, or any Bank from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank refrain from issuing, or any Bank refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generally;
(hg) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or for any Bank to take an assignment of its Percentage of the requested Letter of Credit, no suspension of or material limitation on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority")located, and no establishment of any new material restrictions by any Banking Authority on transactions involving letters of credit or on banks materially affecting the issuance of letters extension of credit by banks; and
(ih) Issuing Bank shall have received the facing fee issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by the Company and the Account Party of the matters set forth in Section 3.2 (a) through (d) hereof. The Issuing Bank shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued at the ---------------------- request and for the account of any the Account Party unless, as of the date of issuance of such Letter of Credit:
(a) in the case of Standby Letters of Credit,
(i) after giving effect to the face amount of the such Letter of Credit requested, plus the Outstanding Amount of Letter of Credit Obligations, Obligations as of such date does not exceed an the L/C Maximum Amount,
(ii) such Letter of Credit shall be in a minimum face amount equal of One Hundred Thousand Dollars ($100,000), and
(iii) such Letter of Credit shall expire not later than the earlier of (x) one year from the date of issuance thereof (provided that any such Letter of Credit may have automatic annual renewals subject to the then applicable termination rights of the Issuing Agent prior to any such annual renewal) and (y) thirty (30) Business Days prior to the Revolving Credit Aggregate Commitment minus Maturity Date in effect on the aggregate principal amount date of Revolving Credit Advances at such time outstanding;issuance thereof,
(b) in the case of Documentary Letters of Credit,
(i) after giving effect to the face amount of such Letter of Credit requested, the Outstanding Amount of all Letter of Credit Obligations as of such date does not exceed the L/C Maximum Amount,
(ii) such Letter of Credit shall be in a minimum face amount of Twenty Five Thousand Dollars ($25,000), and
(iii) such Letter of Credit shall expire not later than the earlier of (x) 90 days from the issuance thereof and (y) 91 days prior to the Revolving Credit Maturity Date in effect on the date of issuance thereof,
(c) the obligations of Company and the Subsidiaries set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the Subsidiaries;
(c) both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date; and, both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(e) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any Subsidiary;
(f) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank Agent at its Issuing Office (with a copy sent by Account Party to the Agent), not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing BankAgent, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be satisfactory to Issuing Bank Agent and its Issuing Office;
(g) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Agent from issuing the requested Letter of Credit, or any Bank Lender from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank Agent refrain from issuing, or any Bank Lender refrain from taking an such assignment of its Percentage of, the Letter of Credit requested or an assignment of letters of credit generally;
(h) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank Agent to issue or for any Bank Lender to take an assignment of its Percentage of the requested Letter of Credit, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the BanksLenders, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority"), and no establishment of any new material restrictions by any Banking Authority on transactions involving letters of credit or on banks materially adversely affecting the issuance of letters of credit by banks; and
(i) Issuing Bank Agent shall have received the facing fee required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b) hereofhereof Each Letter of Credit Agreement submitted to Issuing Agent pursuant hereto shall constitute the certification by the Company and the Account Party of the matters set forth in this Section 3.2 (a) through (e). The Issuing Agent shall be entitled to rely on such certification without any duty of inquiry. The Issuing Agent shall use reasonable efforts to provide notice to the Company of any of the conditions or events set forth in clauses (g) and (h) of this Section 3.2 of which Issuing Agent has actual knowledge and which condition or event would have the effect of prohibiting Issuing Agent from issuing (or making it unlawful or impossible to issue) any Letter of Credit hereunder, but such notice, or the failure to provide such notice, shall not affect the rights or obligations of the Issuing Agent with respect to the issuance of any Letter of Credit.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party unless, as of the date of issuance of such Letter of Credit:
(a) the face amount of the Letter of Credit requested, plus the undrawn portion of all other outstanding Letters of Credit plus the aggregate principal amount of all outstanding Letter of Credit Obligations, does not exceed an the Letter of Credit Maximum Amount;
(b) the face amount equal to of the Letter of Credit requested, plus the aggregate principal amount of all Advances outstanding under the Notes, plus the aggregate undrawn portion of all other outstanding Letters of Credit, plus the aggregate principal amount of all outstanding Letter of Credit Obligations do not exceed the then applicable Revolving Credit Aggregate Commitment minus the aggregate principal amount of Revolving Credit Advances at such time outstandingCommitment;
(bc) the obligations of Company and the Subsidiaries set forth in this Agreement and the Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesCompany;
(cd) both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(de) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date;
(ef) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any SubsidiaryCompany;
(fg) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank Agent at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three five (35) Business Days prior to the requested date for issuance (or such shorter time as the Issuing BankAgent, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be reasonably required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be satisfactory to Issuing Bank Agent and its Issuing OfficeOffice in the exercise of its reasonable discretion;
(gh) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Agent from issuing the requested Letter of Credit, or any Bank from taking an assignment of its Percentage thereof a participation therein pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank Agent refrain from issuing, or any Bank refrain from taking an assignment of its Percentage ofa participation in, the Letter of Credit requested or letters of credit generally;
(hi) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank Agent to issue or for any Bank to take an assignment of its Percentage of the requested Letter of Credit, no general suspension on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority")located, and no establishment of any new material restrictions by any Banking Authority on transactions involving letters of credit or on banks materially affecting the issuance of letters extension of credit by banks; and
(ij) Issuing Bank Agent shall have received the facing issuance fee required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b3.5 hereof. Each Letter of Credit Agreement submitted to Agent pursuant hereto shall constitute the certification by the Company and the Account Party of the matters set forth in this Section 3.2 (a) hereofthrough (f). The Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Sources: Credit Agreement (Jpe Inc)
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party unless, as of the date of issuance of such Letter of Credit:
(a) the face amount of the Letter of Credit requested, requested plus the Letter of Credit Obligations, Obligations outstanding on such date does not exceed an amount equal to the then applicable Revolving Letter of Credit Aggregate Commitment minus the aggregate principal amount of Revolving Credit Advances at such time outstandingMaximum Amount;
(b) the obligations of Company and the Subsidiaries Guarantors set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries Guarantors and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesGuarantors;
(c) both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date;
(e) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any SubsidiaryGuarantor;
(f) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank at its Issuing Office (with a copy sent by Account Party to the Agent), not less than three five (35) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be satisfactory to Issuing Bank and its Issuing Office;
(g) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the requested Letter of Credit, or any Bank from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank refrain from issuing, or any Bank refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generally;
(h) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or for any Bank to take an assignment of its Percentage of the requested Letter of Credit, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority"), and no establishment of any new material restrictions by any Banking Authority on transactions involving letters of credit or on banks materially affecting the issuance of letters of credit by banks; and
(i) Issuing Bank shall have received the facing fee required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b) hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by the Company and the Account Party of the matters set forth in this Section 3.2 (a) through (e). The Issuing Bank shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party Party(ies) unless, as of the date of issuance of such Letter of Credit:
(a) the face amount of the Letter of Credit requested (based on the Dollar Amount of the undrawn portion of any Letter of Credit denominated in Dollars and the Current Dollar Equivalent of the undrawn portion of any Letter of Credit denominated in any Alternative Currency), plus the face amount of all other Letters of Credit of all Account Parties requested on such date, plus the aggregate undrawn portion of all other Letters of Credit of all Account Parties as of such date, plus the face amount of all Letters of Credit of all Account Parties requested but not yet issued as of such date, plus the unreimbursed amount of any draws under Letters of Credit of all Account Parties (in each case, determined as aforesaid), does not exceed the Letter of Credit Maximum Amount;
(b) the face amount of the Letter of Credit requested, plus the Letter face amount of all other Letters of Credit Obligationsof all Account Parties requested on such date, does plus the aggregate undrawn portion of all other Letters of Credit of all Account Parties as of such date, plus the face amount of all Letters of Credit of all Account Parties requested but not yet issued as of such date, plus the unreimbursed amount of any drawings under Letters of Credit of all Account Parties as of such date, (in each case determined as aforesaid), plus the aggregate principal amount of all Advances outstanding under the Revolving Credit and the Swing Line, including any Advances requested to be made on such date (determined on the basis of the Current Dollar Equivalent of any Advances denominated in any Alternative Currency, and the Dollar Amount of any Advances in Dollars), do not exceed an amount equal to the then applicable Revolving Credit Aggregate Commitment minus Commitment;
(c) whenever the Account Party is a Permitted Borrower, the face amount of the Letter of Credit requested by such Permitted Borrower, plus the face amount of all other Letters of Credit requested by such Permitted Borrower on such date, plus the aggregate undrawn portion of all other outstanding Letters of Credit issued for the account of such Permitted Borrower (in each case determined as aforesaid), plus the unreimbursed amount of any drawings under Letters of Credit (using the Current Dollar Equivalent thereof for any such Letters of Credit denominated in any Alternative Currency) issued for the account of such Permitted Borrower, plus the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line to such Permitted Borrower, including any Advances at requested to be made on such time outstandingdate (in each case determined as aforesaid), do not exceed the applicable Permitted Borrower Sublimit;
(d) whenever the Account Party is a Permitted Borrower, it shall not be entitled to request a Letter of Credit hereunder until it has complied in all respects with the provisions of Section 2.1(a) or (b) hereof, as applicable;
(e) the obligations of Company and the Subsidiaries Guarantors set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries Guarantors and the valid, binding and enforceable nature of this 50 Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesGuarantors;
(c) both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(df) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date, and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(eg) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any Subsidiarythe relevant Account Party;
(fh) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank Agent at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing BankAgent, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be satisfactory to Issuing Bank and its Issuing OfficeAgent;
(gi) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Agent from issuing the requested Letter of CreditCredit requested, or any Bank Lender from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank Agent refrain from issuing, or any Bank Lender refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generally;
(hj) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank Agent to issue or for any Bank Lender to take an assignment of its Percentage of the requested Letter of Credit, no suspension of or material limitation on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the BanksLenders, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority")located, and no establishment of any new material restrictions by any Banking Authority on transactions involving letters of credit or on banks materially affecting the issuance of letters extension of credit by banks; and
(ik) Issuing Bank Agent shall have received the facing fee issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b3.4 hereof. Each Letter of Credit Agreement submitted to Agent pursuant hereto shall constitute the certification by the Company and any other Account Party of the matters set forth in Section 3.2 (a) through (g) hereof. The Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Sources: Long Term Revolving Credit Agreement (Vishay Intertechnology Inc)
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party Party(ies) unless, as of the date of issuance of such Letter of Credit:
(a) in the face amount case of any Account Party:
(i) after giving effect to the Letter of Credit requested, plus the outstanding Letter of Credit Obligations does not exceed the Letter of Credit ObligationsMaximum Amount; and
(ii) after giving effect to the Letter of Credit requested, the outstanding Letter of Credit Obligations on such date plus the aggregate amount of all Revolving Credit Advances and Swing Line Advances (including, without duplication, all deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Borrowers’ or the applicable Account Party’s reimbursement obligation hereunder) requested or outstanding on such date does not exceed an amount equal to the then applicable Revolving Credit Aggregate Commitment minus the aggregate principal amount of Revolving Credit Advances at such time outstandingCommitment;
(b) the obligations of Company and the Subsidiaries Parties set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries such Parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesBorrower;
(c) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date (other than any representation or warranty that expressly speaks only as of a different date), and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date;
(e) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any Subsidiarythe relevant Account Party;
(fe) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to Issuing Bank and its Issuing OfficeBank;
(gf) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the requested Letter of CreditCredit requested, or any Revolving Credit Bank from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank refrain from issuing, or any Revolving Credit Bank refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generally, in each case as determined by Issuing Bank in its sole discretion;
(hg) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or for any Revolving Credit Bank to take an assignment of its Percentage of the requested Letter of Credit, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Revolving Credit Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority")located, and no establishment of any new material restrictions by any Banking Authority central bank or other governmental agency or authority on transactions involving letters of credit or on banks materially affecting the issuance of letters extension of credit by banks, in each case as determined by Issuing Bank in its sole discretion; and
(ih) Issuing Bank shall have received the facing fee issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b) hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by the Borrowers and the Account Party of the matters set forth in Section 3.2 (a) through (d) hereof. The Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Staktek Holdings Inc)
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party unless, as of the date of issuance of such Letter of Credit:
(a1) without duplication, the face amount of the Letter of Credit requested, plus the Letter face amount of all other Letters of Credit Obligationsof all Account Parties requested on such date, plus the aggregate undrawn portion of all other Letters of Credit of all Account Parties as of such date, plus the face amount of all Letters of Credit of all Account Parties requested but not yet issued as of such date, plus the unreimbursed amount of any draws under Letters of Credit of all Account Parties, does not exceed an the Letter of Credit Maximum Amount;
(2) without duplication, the undrawn amount equal to of the then applicable Revolving Letter of Credit Aggregate Commitment minus requested, plus the undrawn amount of all other Letters of Credit of all Account Parties requested on such date, plus the aggregate undrawn portion of all other Letters of Credit of all Account Parties as of such date, plus the undrawn amount of all Letters of Credit of all Account Parties requested but not yet issued as of such date, plus the unreimbursed amount of any draws under Letters of Credit of all Account Parties as of such date, plus the aggregate principal amount of all Advances outstanding under the Revolving Credit Notes and the Swing Line Notes, including any Advances at requested to be made on such time outstandingdate, do not exceed the lesser of (i) the Revolving Credit Maximum Amount and (ii) the Borrowing Base Limitation, in each case then applicable;
(b3) the obligations of Company and the Subsidiaries set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesCompany;
(c) both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d4) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date, except to the extent such representations and warranties (other than Section 6.12 hereof, which shall be deemed to be remade as of the date of issuance of such Letter of Credit for purposes of this clause (d), notwithstanding the limitation contained therein) are not, by their terms, continuing representations and warranties, but speak only as of a specific date, and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(e5) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any SubsidiaryCompany;
(f6) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank Agent at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three five (35) Business Days prior to the requested date for issuance (or such shorter time as the Issuing BankAgent, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be satisfactory to Issuing Bank Agent and its Issuing Office;
(g7) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank Agent from issuing the requested Letter of CreditCredit requested, or any Bank from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank Agent refrain from issuing, or any Bank refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generally;
(h) 8) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank Agent to issue or for any Bank to take an assignment of its Percentage of the requested Letter of CreditCredit (as determined in the sole discretion of Agent or such Bank, as the case may be), no suspension of or material limitation on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority")located, and no establishment of any new material restrictions by any Banking Authority on transactions involving letters of credit or on banks materially affecting (as determined by Agent) the issuance of letters extension of credit by banks; and
(i9) Issuing Bank Agent shall have received the facing fee issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b3.5 hereof. Each Letter of Credit Agreement submitted to Agent pursuant hereto shall constitute the certification by the Company and the Account Party of the matters set forth in Section 3.2 (a) through (e) hereof. The Agent shall be entitled to rely on such certification without any duty of inquiry.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party Party(ies) unless, as of the date of issuance of such Letter of Credit:
(a) in the case of any Account Party:
(i) after giving effect to the Letter of Credit requested, the amount of all Letter of Credit Obligations does not exceed the Letter of Credit Maximum Amount;
(ii) after giving effect to the face amount of the Letter of Credit requested, the aggregate amount of all Letter of Credit Obligations outstanding on such date plus the aggregate amount of all Advances requested or outstanding on such date does not exceed the lesser of (i) Revolving Credit Aggregate Commitment and (ii) the Borrowing Base;
(iii) after giving effect to any Letter of Credit requested by any Borrower, (x) the amount of all Letter of Credit Obligations outstanding for the account of such Borrower on such date plus (y) the amount of the principal amount of any Advances of the Revolving Credit and of the Swing Line Credit requested or outstanding by such Borrower on such date does not exceed the Borrower Sublimit applicable to such Borrower; and
(iv) if the Letter of Credit Obligationsrequested is to be used to secure borrowings by Plastipak Brazil, does after giving effect to such Letter of Credit, the amount of all Letter of Credit Obligations in respect of borrowings by Plastipak Brazil shall not exceed an amount equal to the then applicable Revolving Credit Aggregate Commitment minus the aggregate principal amount of Revolving Credit Advances at such time outstandingBrazilian Maximum Amount;
(b) the obligations of Company and the Subsidiaries Loan Parties set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries Loan Parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesLoan Parties;
(c) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date, and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date;
(e) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any Subsidiarythe relevant Account Party;
(fe) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank Lender at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing BankLender, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be satisfactory to Issuing Bank and its Issuing OfficeLender;
(gf) no order, judgment or decree of any court, arbitrator or governmental authority Governmental Authority shall purport by its terms to enjoin or restrain Issuing Bank Lender from issuing the requested Letter of CreditCredit requested, or any Bank Lender from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive of any Governmental Authority (whether or not having the force of law) shall prohibit or request that Issuing Bank Lender refrain from issuing, or any Bank Lender refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generally;
(hg) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank Lender to issue or for any Bank Lender to take an assignment of its Percentage of the requested Letter of Credit, no suspension of or material limitation on trading on the New York Stock Exchange or any other national securities exchange, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the BanksLenders, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority")located, and no establishment of any new material restrictions by any Banking Authority on transactions involving letters of credit or on banks materially affecting the issuance of letters extension of credit by banks; and
(ih) Issuing Bank Lender shall have received the facing fee issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Lender pursuant hereto shall constitute the certification by the Borrowers and the Account Party of the matters set forth in Section 3.2 (a) through (d) hereof. The Agent shall be entitled to rely on such certification without any duty of inquiry.
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Sources: Revolving Credit Agreement (Plastipak Holdings Inc)
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party unless, as of the date of issuance of such Letter of Credit:
(a) 3.2.1. the face amount of the Letter of Credit requested, requested plus the Letter of Credit Obligations, Obligations outstanding on such date does not exceed an amount equal to the then applicable Revolving Letter of Credit Aggregate Commitment minus the aggregate principal amount of Revolving Credit Advances at such time outstandingMaximum Amount;
(b) 3.2.2. the obligations of Company and the Subsidiaries Guarantors set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries Guarantors and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesGuarantors;
(c) 3.2.3. both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) 3.2.4. the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date;
(e) 3.2.5. the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any SubsidiaryGuarantor;
(f) 3.2.6. the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank at its Issuing Office (with a copy sent by Account Party to the Agent), not less than three five (35) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be satisfactory to Issuing Bank and its Issuing Office;
(g) 3.2.7. no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the requested Letter of Credit, or any Bank from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank refrain from issuing, or any Bank refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generally;
(h) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or for any Bank to take an assignment of its Percentage of the requested Letter of Credit, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority"), and no establishment of any new material restrictions by any Banking Authority on transactions involving letters of credit or on banks materially affecting the issuance of letters of credit by banks; and
(i) Issuing Bank shall have received the facing fee required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b) hereof.
Appears in 1 contract
Conditions to Issuance. No Letter of Credit shall be issued at the request and for the account of any Account Party Party(ies) unless, as of the date of issuance of such Letter of Credit:
(a) in the face amount case of any Account Party:
(i) after giving effect to the Letter of Credit requested, plus the outstanding Letter of Credit Obligations does not exceed the Letter of Credit ObligationsMaximum Amount; and
(ii) after giving effect to the Letter of Credit requested, the outstanding Letter of Credit Obligations on such date plus the aggregate amount of all Advances (including, without duplication, Swing Line Advances and all deemed Advances funded by Agent under Section 3.6(a) hereof in respect of a Borrower’s or the applicable Account Party’s reimbursement obligation hereunder) requested or outstanding on such date does not exceed an amount equal to the then applicable Revolving Credit Aggregate Commitment minus the aggregate principal amount of Revolving Credit Advances at such time outstandingCommitment;
(b) the obligations of Company and the Subsidiaries Loan Parties set forth in this Agreement and the other Loan Documents are valid, binding and enforceable obligations of Company and each of the Subsidiaries such Loan Parties and the valid, binding and enforceable nature of this Agreement and the other Loan Documents has not been disputed by Company or any of the SubsidiariesBorrowers;
(c) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date (other than any representation or warranty that expressly speaks only as of a different date), and both immediately before and immediately after issuance of the Letter of Credit requested, no Default or Event of Default exists;
(d) the representations and warranties contained in this Agreement and the other Loan Documents are true in all material respects as if made on such date;
(e) the execution of the Letter of Credit Agreement with respect to the Letter of Credit requested will not violate the terms and conditions of any material contract, agreement or other borrowing of Company or any Subsidiarythe relevant Account Party;
(fe) the Account Party requesting the Letter of Credit shall have delivered to Issuing Bank at its Issuing Office (with a copy sent by Account Party to the Agent)Office, not less than three (3) Business Days prior to the requested date for issuance (or such shorter time as the Issuing Bank, in its sole discretion, may permit), the Letter of Credit Agreement related thereto, together with such other documents and materials as may be required pursuant to the terms thereof, and the terms of the proposed Letter of Credit shall be reasonably satisfactory to Issuing Bank and its Issuing OfficeBank;
(gf) no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain Issuing Bank from issuing the requested Letter of CreditCredit requested, or any Bank from taking an assignment of its Percentage thereof pursuant to Section 3.6 hereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit or request that Issuing Bank refrain from issuing, or any Bank refrain from taking an assignment of its Percentage of, the Letter of Credit requested or letters of credit generally;
(hg) there shall have been no introduction of or change in the interpretation of any law or regulation that would make it unlawful or unduly burdensome for the Issuing Bank to issue or for any Bank to take an assignment of its Percentage of the requested Letter of Credit, no declaration of a general banking moratorium by banking authorities in the United States, Michigan or the respective jurisdictions in which the Banks, the applicable Account Party and the beneficiary of the requested Letter of Credit are located (each a "Banking Authority")located, and no establishment of any new material restrictions by any Banking Authority central bank or other governmental agency or authority on transactions involving letters of credit or on banks materially affecting the issuance of letters extension of credit by banks; and
(ih) Issuing Bank shall have received the facing fee issuance fees required in connection with the issuance of such Letter of Credit pursuant to Section 3.4(b3.4 hereof. Each Letter of Credit Agreement submitted to Issuing Bank pursuant hereto shall constitute the certification by Borrowers and the Account Party of the matters set forth in Section 3.2 (a) through (d) hereof. The Agent shall be entitled to rely on such certification without any duty of inquiry.
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