L/C Commitment. (i) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks set forth in Section 2.04(d)(i), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date in such form as may be approved from time to time by such Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each Letter of Credit shall (1) be denominated in Dollars or any Alternative Currency and (2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (ii) Each Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 4 contracts
Sources: Revolving Credit Agreement (Motorola Solutions, Inc.), Credit Agreement (Motorola Solutions, Inc.), Revolving Credit Agreement (Motorola Solutions, Inc.)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks set forth in Section 2.04(d)(i), Lender agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (ix) the Dollar Equivalent L/C Obligations Exposure would exceed the Dollar Equivalent Total L/C SublimitCommitments, (iiy) the aggregate amount Dollar Equivalent of the Total Available Revolving Commitments Commitment at such time would be less than zero zero, or (iiiz) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed has been notified in writing at least one Business Day prior to the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of issuance thereof by the Administrative Agent) shall permit any such issuance (or any renewalBorrower, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent or a Revolving Lender that it is then permitted under this Agreementthe funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Each Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Letter of Credit shall (1i) be denominated in Dollars (or any Alternative Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(iib) Each The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if if:
(i) such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law;
(ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied;
(iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender;
(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or
(vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 4 contracts
Sources: Credit Agreement (Appian Corp), Credit Agreement (Appian Corp), Credit Agreement (Appian Corp)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Revolving Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (which may be commercial or standby) providing for the payment of cash upon the honoring of a presentation thereunder and shall include the Existing Letters of Credit (“Letters of Credit”) for the account of the Company (provided that Borrowers or any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) their Restricted Subsidiaries on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Revolving Commitment Termination Date Period in such form as may be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (i) the Issuing Lender’s L/C Commitment would exceed such Issuing Lender’s L/C Commitment set forth on Schedule 3.1, (ii) the L/C Obligations would exceed the aggregate L/C Sublimit, Commitments or (iiiii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1A) be denominated in Dollars or any Alternative Currency and (2B) expire no later than the earlier of (x1) the first anniversary of its date of issuance and (y2) the date that is five Business Days prior to the Commitment Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y2) above).
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if if: (i) such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally, (iii) Section 2.23(e) applies or (iv) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense (for which the Issuing Lender is not otherwise compensated hereunder) which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it.
Appears in 4 contracts
Sources: Second Amended and Restated Credit Agreement (SunCoke Energy, Inc.), Credit Agreement (SunCoke Energy, Inc.), Credit Agreement (SunCoke Energy, Inc.)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Revolving Credit Lenders set forth in Section 2.04(d)(iSubsection 3.4(a), agrees to continue under this Agreement for the account of the Parent Borrower the Existing Letters of Credit issued by it and to issue standby letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the Company applicable Borrower or (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated if required by the Companyapplicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Restricted Subsidiary on any Business Day during the period from and including Commitment Period but in no event later than the Effective Date to but not including the date that is five Business Days 5th day prior to the Commitment Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the L/C Obligations aggregate Extensions of Credit to the Borrowers would exceed the L/C Sublimitapplicable limitations set forth in Subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in any Designated Foreign Currency on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)), (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed $50,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the L/C Commitment Commitments of such Issuing Lender. No Issuing Lender all the Revolving Credit Lenders then in effect.
(other than an Affiliate of the Administrative Agentb) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each Letter of Credit shall (1) be denominated in Dollars or any Alternative other Designated Foreign Currency requested by the Borrower Representative and shall be either (2i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower and its Restricted Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower or any of its Restricted Subsidiaries in the ordinary course of business (a “Commercial L/C”), and unless otherwise agreed by the Administrative Agent expire no later than the earlier of (xA) the first anniversary of one year after its date of issuance and (yB) the date that is five 5th Business Days Day prior to the Commitment Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit that expires beyond the non-extended Termination Date.
(c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit with is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a onespecific request to such Issuing Lender for any such renewal. Once an Auto-year term Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may provide for not require) the applicable Issuing Lender to permit the renewal thereof for additional one-of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year periods (which shall in no event extend beyond from the date referred to in clause (y) above).
of such renewal and (ii) Each the 5th Business Day prior to the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at any such time be obligated to issue any such Letter of Credit if such issuance would conflict within its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), or cause (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1.
(d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or in the respective Designated Foreign Currency requested by the Borrower Representative and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any L/C Participant Restricted Subsidiary.
(e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be subject to exceed any limits imposed bythe Uniform Customs and, any applicable Requirement to the extent not inconsistent therewith, the laws of Lawthe State of New York. All Letters of Credit shall be issued on a sight basis only.
Appears in 4 contracts
Sources: Credit Agreement (Atkore International Group Inc.), Credit Agreement (Atkore International Group Inc.), Credit Agreement (Unistrut International Holdings, LLC)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i5.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) relevant Borrower on any Business Day during from the period from and including the Effective Closing Date to but not including until the date that is five ten Business Days prior to the Commitment Termination Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C SublimitCommitment, (ii) the aggregate amount of the Total Available Utilized Revolving Commitments would be less greater than zero the Revolving Loan Commitments or (iii) unless the L/C Obligations in respect applicable Issuing Lender shall otherwise consent hereto, the aggregate amount of all outstanding Letters of Credit issued by such JPMCB or Barclays Bank PLC, each as Issuing Lender Lender, would exceed 50% of the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementCommitment. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency Dollars, (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Lender) and (2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Maturity Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, provided that any Letter the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent an amount equal to the L/C Obligations with respect to such Letters of Credit with a oneif the relevant Borrower's senior unsecured long-year term may provide term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrowers shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrowers by the Issuing Bank after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the renewal thereof for additional one-year periods (which shall purposes set forth in no event extend beyond the date referred to in clause (y) aboveSection 10.2(c).
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 3 contracts
Sources: Credit Agreement (Virginia Electric & Power Co), Credit Agreement (Dominion Resources Inc /Va/), Credit Agreement (Consolidated Natural Gas Co/Va)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby and commercial letters of credit (the letters of credit issued pursuant to this Section 3 and including each Existing Letter of Credit, collectively, the “Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including on or after the Effective Date to but not including the date that is five Business Days prior to and during the Commitment Termination Date Period in such form as may be approved from time to time by such Issuing Lender; provided, that each of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, Credit Suisse AG, New York Branch, Barclays Bank PLC and their respective Affiliates shall not be required to issue any commercial letters of credit; provided further that such no Issuing Lender shall have no obligation to issue issue, amend or extend any Letter of Credit if, after giving effect to such issuance, amendment or extension, (i) the aggregate amount of L/C Obligations owed by the Borrower to any Issuing Lender shall exceed the amount of such Issuing Lender’s L/C Pro Rata Commitment (or such higher amount agreed upon in writing between the Borrower and such Issuing Lender), (ii) the L/C Obligations would exceed the L/C SublimitCommitment, (iiiii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iiiiv) the L/C Obligations in respect of Letters Total Extensions of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate outstanding principal amount of the Administrative Senior Bond at any time (as determined by the Designated Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement). Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency and and, (2ii) subject to the second paragraph of Section 3.2, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Commitment Termination DateDate (such fifth Business Day, provided that any the “Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveExpiration Date”).
(iib) Each No Issuing Lender shall not at any time be obligated to issue issue, amend or extend any Letter of Credit hereunder if such issuance issuance, amendment or extension would (i) conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) violate one or more policies of the Issuing Lender applicable to letters of credit generally or (iii) violate any order, judgment, or decree of any Governmental Authority that, by its terms, purports to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender. No Issuing Lender shall be under any obligation to issue, amend or extend any Letter of Credit that is not a standby Letter of Credit, unless otherwise agreed by such Issuing Lender. In the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, no Issuing Lender shall be required to issue or arrange for such Letter of Credit to the extent the Issuing Lender is not reasonably satisfied that the Defaulting Lender’s L/C Obligations with respect to such Letter of Credit have been reallocated and/or cash collateralized pursuant to Section 2.20.
(c) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
(d) For all purposes of this Agreement, if on any date of determination, a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of any rule of law or uniform practices to which any Letter of Credit is subject (including Rule 3.13 and Rule 3.14 of the ISP) or similar terms in the Letter of Credit itself that permit a drawing to be made under such Letter of Credit after the expiration thereof, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
Appears in 3 contracts
Sources: Credit Agreement (PG&E Corp), Credit Agreement (PG&E Corp), Credit Agreement (PG&E Corp)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks USD Revolving Credit Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Revolving Credit Commitment Termination Date Period in such form as may be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations (including the Dollar Equivalent of the L/C Obligations denominated in Optional Currencies) would exceed the L/C Sublimit, Commitment or (ii) the aggregate amount of the Total Available Revolving Credit Commitments in respect of the USD Revolving Credit Facility would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative an Optional Currency and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Commitment Revolving Credit Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(iib) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 3 contracts
Sources: Credit Agreement (CONMED Corp), Credit Agreement (CONMED Corp), Credit Agreement (Conmed Corp)
L/C Commitment. (i) Subject to the terms and conditions hereof, each the Applicable Issuing LenderParty, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(iSections 3.4(a) and 3.8(b), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrowers on any Business Day during the period from and including Commitment Period (i) in the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Lender Party shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such and, provided, further, that, if any Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit issue any such issuance (or any renewal, extension or amendment of a Fronted Letter of Credit resulting in an increase that results in the aggregate amount of any Letter of Credit) to occur the Available Commitments being less than zero without first obtaining having received prior written confirmation from the Administrative Agent that it is then permitted under this Agreementthe issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency Pounds Sterling and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date.
(iia) Each No Applicable Issuing Lender Party shall not at any time be obligated to issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Lender or Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of LawLaw or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfied.
Appears in 3 contracts
Sources: Credit Agreement (Aspen Insurance Holdings LTD), Credit Agreement (Aspen Insurance Holdings LTD), Credit Agreement (Aspen Insurance Holdings LTD)
L/C Commitment. (i) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrowers on any Business Day during from the period from and including the Effective Closing Date to through but not including the date that is five Business Days prior to the Commitment Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Sublimit, Commitment or (iib) the aggregate amount Available Commitment of the Total Available Revolving Commitments any Lender would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1i) be denominated in Dollars in a minimum amount of $100,000, (ii) be a standby letter of credit issued to support obligations of any Borrower or any Alternative Currency and Subsidiary thereof, contingent or otherwise, incurred in the ordinary course of business, (2iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x) the first anniversary of its date of issuance Termination Date and (yiv) the date that is five Business Days prior be subject to the Commitment Termination DateUniform Customs and, provided that any Letter to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each State of North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
Appears in 3 contracts
Sources: Credit Agreement (Cornerstone Realty Income Trust Inc), Credit Agreement (Cornerstone Realty Income Trust Inc), Credit Agreement (Cornerstone Realty Income Trust Inc)
L/C Commitment. (i) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to but not including the date that is five fifth (5th) Business Days Day prior to the Commitment Termination Maturity Date in such form as may be approved from time to time by such the applicable Issuing Lender; provided provided, that such no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the aggregate amount of L/C Obligations would exceed the L/C Sublimit, Commitment or (iib) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementBorrowing Limit. Each Letter of Credit shall (1i) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender), (ii) be a standby letter of credit issued to support obligations of the Borrower or any Alternative Currency and of its Subsidiaries, contingent or otherwise, (2iii) expire on a date that is no later than the earlier of (xA) twelve (12) or thirteen (13) months (as requested by the first anniversary of its Original Borrower) after the date of issuance or last renewal of such Letter of Credit, and (yB) the date that is five fifth (5th) Business Days Day prior to the Commitment Termination DateMaturity Date and (iv) be subject to ISP98 and, provided that any Letter to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each State of New York. No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 3 contracts
Sources: Credit Agreement (Bowater Inc), Credit Agreement (Bowater Inc), Credit Agreement (AbitibiBowater Inc.)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company Borrower (provided that and on behalf of the Borrower or any such Letter of Credit may be for the benefit of any Subsidiary designated by the Companyits Subsidiaries or Joint Ventures) on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Period in such customary form as may be approved from time to time by such the Issuing Lender; provided that such no Issuing Lender shall be obligated to issue commercial (as opposed to standby) Letters of Credit hereunder; provided further that an Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations with respect to Letters of Credit issued by such Issuing Lender then outstanding would exceed its L/C Commitment then in effect (in the case of this clause (i), without the consent of such Issuing Lender), (ii) the L/C SublimitObligations would exceed the aggregate L/C Commitments then in effect, (iiiii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iiiiv) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender Availability would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other be less than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1A) be denominated in Dollars or any Alternative Currency and (2B) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to 364 days after the Commitment Termination Date, ; provided that (I) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)) and (II) at least 60 days prior to the Termination Date, Borrower shall, to the extent of the balance, replace outstanding Letters of Credit and/or deposit an amount equal to the Minimum Collateral Amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of a Subsidiary or Joint Venture inures to the benefit of the Borrower and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiary or joint venture.
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 3 contracts
Sources: Amendment and Restatement Agreement (William Lyon Homes), Credit Agreement (William Lyon Homes), Credit Agreement (William Lyon Homes)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Revolving Credit Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (the letters of credit issued on and after the Restatement Closing Date pursuant to this Section 3, together with all Existing Letters of Credit, the “Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Revolving Credit Commitment Termination Date Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that such no Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, Commitment or (ii) the aggregate amount of the Total Available Revolving Credit Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Commitment Revolving Credit Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and from and after the Restatement Closing Date shall be subject to and governed by the terms and conditions hereof and shall constitute “Letters of Credit” for all purposes of this Agreement.
(iib) Each No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 3 contracts
Sources: Credit Agreement (Cinemark Usa Inc /Tx), Credit Agreement (Cinemark Holdings, Inc.), Credit Agreement (Cinemark Usa Inc /Tx)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Revolving Lenders set forth in Section 2.04(d)(i3.10(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Revolving Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, Commitment or (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency an L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (2iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Commitment Revolving Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98).
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 2 contracts
Sources: Credit Agreement (INC Research Holdings, Inc.), Credit Agreement (INC Research Holdings, Inc.)
L/C Commitment. (ia) Subject to the terms and conditions hereofof this Agreement, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.04(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for Borrower or the benefit of any Subsidiary designated by the Company) Borrower’s Subsidiaries on any Business Day during from the period from and including the Effective Closing Date to to, but not including including, the date that is five Business Days ninety (90) days prior to the Commitment Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations aggregate principal amount of outstanding Extensions of Credit would exceed the L/C Sublimit, (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Commitments. The Existing Letters of Credit shall be deemed to have been issued by such Issuing Lender would exceed pursuant hereto, and from and after the L/C Commitment of such Issuing Lender. No Issuing Lender Closing Date shall be subject to, and governed by, the terms and conditions hereof.
(other than an Affiliate of the Administrative Agentb) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each Letter of Credit shall (1i) be denominated in Dollars in a minimum amount of $100,000, (ii) be a letter of credit issued to support obligations of the Borrower or any Alternative Currency and of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (2iii) (A) expire no on a date not later than the earlier of five (x5) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Date, provided that any Letter (B) have a term not exceeding two years, (C) and otherwise reasonably satisfactory to the Issuing Lender, and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
Appears in 2 contracts
Sources: Credit Agreement (South Jersey Industries Inc), Credit Agreement (South Jersey Industries Inc)
L/C Commitment. (i) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to through but not including the date that is five Business Days prior to the Commitment Revolving Credit Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C SublimitCommitment, (iib) the aggregate amount Available Commitment of the Total Available Revolving Commitments any Lender would be less than zero zero, or (iiic) the aggregate principal amount of all outstanding Loans plus the aggregate outstanding amount of the L/C Obligations in respect of Letters (after giving effect to the Letter of Credit issued by being requested at such Issuing Lender time) would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementAggregate Commitment. Each Letter of Credit shall (1i) be denominated in Dollars in a minimum amount of $500,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any Alternative Currency and of its Subsidiaries, contingent or otherwise, (2iii) expire no later than one (1) year from the earlier of (x) the first anniversary of its date of issuance and thereof; provided, that in no case shall such expiration date be later than five (y5) the date that is five Business Days prior to the Commitment Revolving Credit Termination DateDate and (iv) be subject to the Uniform Customs and/or ISP98, provided that any Letter as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each State of North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
Appears in 2 contracts
Sources: Credit Agreement (Rare Hospitality International Inc), Credit Agreement (Rare Hospitality International Inc)
L/C Commitment. (ia) Subject to the terms and conditions hereofof this Agreement, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.04(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to to, but not including including, the date that is five Business Days ninety (90) days prior to the Commitment Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations aggregate principal amount of outstanding Extensions of Credit would exceed the L/C Sublimit, (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Commitments. The Existing Letters of Credit shall be deemed to have been issued by such Issuing Lender would exceed pursuant hereto, and from and after the L/C Commitment of such Issuing Lender. No Issuing Lender Closing Date shall be subject to, and governed by, the terms and conditions hereof.
(other than an Affiliate of the Administrative Agentb) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each Letter of Credit shall (1i) be denominated in Dollars in a minimum amount of $500,000, (ii) be a letter of credit issued to support obligations of the Borrower or any Alternative Currency and of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (2iii) (A) expire no on a date not later than the earlier of five (x5) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Date, provided that any Letter (B) have a term not exceeding one year, (C) and otherwise reasonably satisfactory to the Issuing Lender, and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
Appears in 2 contracts
Sources: Revolving Credit Agreement (South Jersey Gas Co/New), Revolving Credit Agreement (South Jersey Industries Inc)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks set forth in Section 2.04(d)(i), Lender agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Sublimit, (ii) Commitments or the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued Commitment at such time. Unless otherwise agreed to by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each in its sole discretion, each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if if:
(i) such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law;
(ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied;
(iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender;
(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than Five Hundred Thousand Dollars ($500,000); or
(vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 2 contracts
Sources: Credit Agreement (Once Upon a Farm, PBC), Credit Agreement (Once Upon a Farm, PBC)
L/C Commitment. (i) From and after the Effective Date, each Existing Letter of Credit shall, subject to the terms and conditions hereof, constitute a Letter of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby and commercial letters of credit (the letters of credit issued on and after the Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including on or after the Effective Date to but not including the date that is five Business Days prior to and during the Commitment Termination Date Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that such no Issuing Lender shall have no obligation to issue issue, amend, extend or renew any Letter of Credit (and no Existing Letter of Credit may become a Letter of Credit hereunder) if, after giving effect to such issuance, amendment, extension or renewal (or to the transfer of such Existing Letter of Credit hereunder, as the case may be), (i) the L/C Obligations would exceed the L/C SublimitCommitment, (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or zero, (iii) if the purpose of such Letter of Credit is energy procurement, the aggregate outstanding amount of L/C Obligations in respect of Letters of Credit issued by for energy procurement purposes would exceed the Procurement L/C Facility Limit or (iv) subject to Section 10.1, if such Issuing Lender Letter of Credit is a Non-Procurement Letter of Credit, the aggregate outstanding amount of L/C Obligations in respect of Non-Procurement Letters of Credit (A) plus the aggregate outstanding amount of L/C Obligations in respect of Letters of Credit issued for energy procurement purposes would exceed the L/C Commitment or (B) plus the aggregate outstanding principal amount of such all Loans would exceed the Non-Procurement Facility Limit. The Administrative Agent, the Issuing Lender. No Issuing Lender Lenders and the Lenders shall be entitled to rely conclusively on the Borrower’s statements in determining whether the limitation set forth in clauses (other than an Affiliate iii) and (iv) of the preceding sentence are satisfied; and the Administrative Agent) , the Issuing Lenders and the Lenders shall permit not be required to maintain any such issuance (records with respect to whether or not the Procurement L/C Facility Limit is exceeded at any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementtime. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Commitment Termination Date, ; provided that any Letter of Credit with a one-year oneyear term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 2 contracts
Sources: Credit Agreement (Pacific Gas & Electric Co), Credit Agreement (Pg&e Corp)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of any Borrower or (with the Company (provided that any consent of the Administrative Agent, such Letter of Credit may consent not to be for the benefit of any Subsidiary designated by the Companyunreasonably withheld) its designee, on any Business Day during the period from and including Commitment Period other than the Effective Date to but not including the date that is five last ten (10) Business Days prior to the Commitment Termination Date thereof in such form as may be approved acceptable from time to time by such to the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the Cdn Dollar Amount of the L/C Obligations would exceed the L/C SublimitCommitment, (ii) the aggregate amount Available Commitment of the Total Available Revolving Commitments any Lender would be less than zero or (iii) the L/C Obligations in respect sum of Letters the Aggregate Outstanding Revolving Extensions of Credit issued by such Issuing Lender would of all the Lenders shall exceed the L/C Commitment of such Issuing Lender. No Issuing Lender aggregate Commitments.
(other than an Affiliate of the Administrative Agentb) shall permit any such issuance (or any renewal, extension or amendment of a Each Letter of Credit resulting (i) shall be denominated in an increase Cdn Dollars or Dollars, (ii) shall be available by sight payment (rather than by acceptance, by deferred payment or by negotiation), (iii) shall be a standby letter of credit issued to support obligations of a Borrower, contingent or otherwise, incurred in the amount ordinary course of any Letter of Creditbusiness and (iv) shall expire no later than ten (10) Business Days prior to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Termination Date.
(c) Each Letter of Credit shall (1) be denominated in Dollars or any Alternative Currency and (2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior subject to the Commitment Termination DateUniform Customs or the ISP and, provided that any Letter to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)State of New York.
(iid) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 2 contracts
Sources: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp)
L/C Commitment. (i) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Revolving Credit Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to to, but not including including, the date that is five fifth (5th) Business Days Day prior to the Commitment Termination Maturity Date in such form as may be approved from time to time by such the applicable Issuing Lender; provided provided, that such no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the aggregate amount of L/C Obligations would exceed the L/C Sublimit, Commitment or (iib) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementBorrowing Limit. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative a Permitted Currency and (2ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date that is no later than the earlier fifth (5th) Business Day prior to the Maturity Date (provided that any such Letter of Credit may, (xA) the first anniversary of by its date of issuance terms and otherwise consistent with this Agreement, provide for automatic annual renewals and (yB) the expire on a date that is five Business Days after the Maturity Date with the prior written consent of each of the Administrative Agent and the applicable Issuing Lender, in each such Person’s sole discretion; provided that all L/C Obligations associated with any such Letter of Credit are cash collateralized in a manner satisfactory to the Administrative Agent and the applicable Issuing Lender on or prior to the Commitment Termination fifth (5th) Business Day prior to the Maturity Date and that, on the Maturity Date, provided that any Letter all the L/C Participants are released from their L/C Obligations pertaining to such Letters of Credit with a one-year term may provide for Credit) and (iv) be subject to ISP98 and, to the renewal thereof for additional one-year periods (which shall in no event extend beyond extent not inconsistent therewith, the date referred to in clause (y) above).
(ii) Each laws of the State of New York. No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 2 contracts
Sources: Credit Agreement (AbitibiBowater Inc.), Credit Agreement (Bowater Inc)
L/C Commitment. (i) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) Credit for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to through but not including the date that is five Business Days prior to the Commitment Termination Revolving Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C SublimitCommitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, (ii) plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementapplicable Borrowing Limit. Each Letter of Credit shall (1i) be denominated in Dollars in a minimum amount of $100,000 (other than the Existing Foreign Currency Letters of Credit), (ii) be a standby letter of credit issued to support obligations of the Borrower or any Alternative Currency and of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (2iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of ninety (x90) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination DateRevolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, provided that any Letter as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each State of North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
Appears in 2 contracts
Sources: Credit Agreement (Paravant Inc), Credit Agreement (Paravant Inc)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks set forth in Section 2.04(d)(i), Lender agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Sublimit, (ii) Commitments or the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued Commitment at such time. Unless otherwise agreed to by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each and the Issuing Lender, in their sole discretion, each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveabove unless Cash Collateralized at a rate of 105% or otherwise backstopped to the reasonable satisfaction of the Administrative Agent and the Issuing Lender). The amount of any Letter of Credit issued in a foreign currency shall be carried at the equivalent rate in Dollars at the exchange rate used generally by the applicable Issuing Lender for all purposes of this Agreement and after any drawing on such Letter of Credit.
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if if:
(i) such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law;
(ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied);
(iv) any requested Letter of Credit is not in form and substance reasonably acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender;
(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount of less than $50,000; or
(vii) any Lender is at that time a Defaulting Lender unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 2 contracts
Sources: Credit Agreement (Organogenesis Holdings Inc.), Credit Agreement (Organogenesis Holdings Inc.)
L/C Commitment. (ia) Subject Each Issuing Lender will issue standby and commercial letters of credit from time to time denominated in Dollars and/or in one or more Offshore Currencies before the Revolving Maturity Date, in each case containing such terms and conditions hereofas are permitted by this Agreement and are reasonably satisfactory to the applicable Issuing Lender and the Company, each Issuing Lender, in reliance on at the agreements request of the other Banks set forth in Section 2.04(d)(i), agrees to issue standby letters of credit (“Letters of Credit”) and for the account of the Company (provided that any such Letter of Credit may be or jointly for the benefit account of the Company and any Subsidiary designated by the CompanySubsidiary) on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date in such form as may be approved from time to time by before the date which is 30 days prior to the scheduled Revolving Maturity Date; and (b) as more fully set forth in Section 2.3.2, each Lender agrees to purchase a participation in each such Issuing LenderLetter of Credit; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit ifthat, after giving effect to such issuancethe issuance of each Letter of Credit, (i) the L/C Obligations would aggregate Stated Amount of all Letters of Credit shall not exceed the lesser of (x) $100,000,000 and (y) the aggregate Revolving Commitment (the “L/C Sublimit”), (ii) unless otherwise agreed by an individual Issuing Lender (in its sole discretion), the aggregate amount Stated Amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender would shall not exceed the such Issuing Lender’s L/C Commitment of such Issuing Lender. No Issuing Lender Commitment, (other than an Affiliate iii) the sum of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment aggregate outstanding Dollar Equivalent amount of a Letter all Offshore Currency Loans plus the Stated Amount of all Letters of Credit resulting denominated in an increase in Offshore Currency shall not exceed the amount of any Letter of CreditOffshore Currency Sublimit, (iv) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each Letter of each Revolving Lender’s Revolving Credit Exposure shall (1) be denominated in Dollars or any Alternative Currency not exceed such Revolving Lender’s Revolving Commitment; and (2) expire no later than the earlier of (xv) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Date, provided that any Letter of aggregate Revolving Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each Issuing Lender Exposure shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Lawthe aggregate Revolving Commitment.
Appears in 2 contracts
Sources: Credit Agreement (Regal Beloit Corp), Credit Agreement (Regal Beloit Corp)
L/C Commitment. (i) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrowers on any Business Day during from the period from and including the Effective Closing Date to through but not including the date that is five Business Days prior to the Commitment Revolving Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Sublimit, Commitment or (iib) the aggregate amount Available Commitment of the Total Available Revolving Commitments any Lender would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1i) be denominated in Dollars in a minimum amount of $250,000, (ii) be a standby letter of credit issued to support obligations of any Borrower or any Alternative Currency and of Subsidiary thereof, contingent or otherwise, incurred in the ordinary course of business, (2iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x) the first anniversary of its date of issuance Revolving Termination Date and (yiv) the date that is five Business Days prior be subject to the Commitment Termination DateUniform Customs and, provided that any Letter to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each State of North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
Appears in 2 contracts
Sources: Credit Agreement (Cca Prison Realty Trust), Credit Agreement (Cca Prison Realty Trust)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.04(a), agrees to issue standby letters of credit (“Letters of Credit”) Commercial L/Cs and Standby L/Cs for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including until the date that is five Business Days prior to the Commitment Termination Date in such form as may be approved from time to time by such Issuing Lender; provided that such no Issuing Lender shall have no any obligation to issue any Letter of Credit if, if (i) after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, Commitment or (ii) the aggregate face amount of the requested Letter of Credit exceeds the Total Available Revolving Commitments would Availability at such time; provided further that each Issuing Lender may, but shall not be less than zero or (iii) required to, issue Letters of Credit such that the aggregate L/C Obligations in respect of attributable to all such Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement$500,000,000. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Each Application and each Letter of Credit shall be subject to the International Standby Practices (ISP 98) of the International Chamber of Commerce (in the case of Standby L/Cs) or the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce (in the case of Commercial L/Cs) and, to the extent not inconsistent therewith, the laws of the State of New York.
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 2 contracts
Sources: Credit Agreement (Sears Roebuck Acceptance Corp), Credit Agreement (Kmart Holding Corp)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks set forth in Section 2.04(d)(i), Lender agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Sublimit, (ii) Commitments or the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued Commitment at such time. Unless otherwise agreed to by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each in its sole discretion, each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if if:
(i) such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law;
(ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied;
(iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender;
(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or
(vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 2 contracts
Sources: Credit Agreement (Alkami Technology, Inc.), Credit Agreement (Alkami Technology, Inc.)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks set forth in Section 2.04(d)(i), Lender agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Sublimit, (ii) Commitments or the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued Commitment at such time. Unless otherwise agreed to by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each in its sole discretion, each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if if:
(i) such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law;
(ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied;
(iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender;
(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $250,000; or
(vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 2 contracts
Sources: Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.)
L/C Commitment. (i) Subject to the terms and conditions hereof, each Issuing Lenderthe Administrative Agent, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to arrange for the Issuing Bank to issue standby letters of credit (“Letters of Credit”) Credit for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrowers on any Business Day during from the period from and including the Effective Closing Date to through but not including the date that is five Business Days prior to the Commitment Termination Maturity Date in such form as may be approved from time to time by such Issuing LenderBank; provided provided, that such Issuing Lender the Administrative Agent shall have no obligation to issue arrange for the issuance of any such Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C SublimitCommitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, (ii) plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C lesser of (x) the Revolving Credit Commitment of such Issuing Lender. No Issuing Lender and (other than an Affiliate of y) the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementBorrowing Base Amount. Each Letter of Credit shall (1i) be denominated in Dollars in a minimum amount of $5,000, (ii) be a standby or commercial letter of credit issued to support obligations of any Alternative Currency Credit Party, contingent or otherwise, incurred in the ordinary course of business (including bid, performance, surety and similar bonds or obligations), (2iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (it being understood and agreed that such limitation shall not be construed to prohibit the issuance by such Issuing Bank of “evergreen” Letters of Credit providing for automatic extension for periods not exceeding 12 months), which expiry date (including any such date that could automatically be extended pursuant to an “evergreen” provision contained in a Letter of Credit) shall be no later than the earlier of fifth (x5th) the first anniversary of its date of issuance and (y) the date that is five Business Days Day prior to the Commitment Termination date specified in clause (a) of the definition of the term “Maturity Date” and (iv) be subject to the Uniform Customs and/or ISP98, provided that as set forth in the Letter of Credit Application or as determined by such Issuing Bank and, to the extent not inconsistent therewith, the laws of the State of New York. The Administrative Agent shall not be obligated to arrange for the issuance of any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 2 contracts
Sources: Credit Agreement (Broadview Networks Holdings Inc), Credit Agreement (Broadview Networks Holdings Inc)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Revolving Lenders set forth in Section 2.04(d)(i3.10(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including Revolving Availability Period substantially in the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date form of Exhibit L or in such other form as may be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, Commitment or (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (2iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Commitment Revolving Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above). Each Letter of Credit issued on a sight basis only and governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98).
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 2 contracts
Sources: Credit Agreement (Microsemi Corp), Credit Agreement (Microsemi Corp)
L/C Commitment. (i) Subject to the terms and conditions hereof, each the Issuing LenderLenders, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees agree to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to through but not including the date that is five Business Days prior to the Commitment Termination Revolving Credit Maturity Date in such form as may be approved from time to time by such the applicable Issuing Lender; provided provided, that such no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C SublimitCommitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, (ii) plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementAggregate Commitment. Each Letter of Credit shall (1i) be denominated in Dollars in a minimum amount of $100,000 (or such lesser amount as may be agreed by the Administrative Agent), (ii) be a standby letter of credit issued to support obligations of the Borrower or any Alternative Currency and of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (2iii) expire no later than the earlier of of: (xA) the first anniversary of one (1) year after its date of issuance and or (yB) the date that is five fifth (5th) Business Days Day prior to the Commitment Termination DateMaturity Date and (iv) be subject to the Uniform Customs and/or ISP98, provided that any as set forth in the Letter of Credit with a one-year term may provide for Application or as determined by the renewal thereof for additional one-year periods (which shall in no event extend beyond applicable Issuing Lender and, to the date referred to in clause (y) above).
(ii) Each extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. Notwithstanding the foregoing, as of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Lmi Aerospace Inc), Credit Agreement (Lmi Aerospace Inc)
L/C Commitment. (i) Subject to the terms and conditions hereof, each the Issuing LenderBank, in reliance on the agreements of the other Banks set forth in Section 2.04(d)(i2.5(b), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Period in such form as may be approved from time to time by such the Issuing LenderBank; provided provided, that such Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, thereto (iA) the L/C Obligations amount of the Total Exposure would exceed the L/C Sublimit, amount of the Total Commitment in effect at such time or (iiB) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by at such Issuing Lender time would exceed the L/C Commitment of in effect at such Issuing Lender. No Issuing Lender time.
(other than an Affiliate of the Administrative Agentii) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each Letter of Credit shall shall:
(1A) be denominated in Dollars or any Alternative Currency and shall be a standby letter of credit; and
(2B) expire no later than the earlier of (xA) the first anniversary of 365 days after its date of issuance and (yB) the date that is five Business Days prior Termination Date.
(iii) Each Letter of Credit shall be subject to ISP98 and, to the Commitment extent not inconsistent therewith, the laws of the State of Delaware.
(iv) Notwithstanding the provisions of this Section 2.5, the Banks and the Borrower hereby agree that the Issuing Bank may issue, upon the Borrower's request, (A) one or more Letter(s) of Credit to support the issuance of bonds for the benefit of the Borrower which by its terms may expire more than 365 days after its date of issuance and (B) one or more Letter(s) of Credit which by its terms may be extended for additional periods of up to one year each, provided in each case that (1) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than the Termination Date, provided that any Letter and (2) renewal of Credit with a one-year term may provide for such Letters of Credit, at the renewal thereof for additional one-year periods Issuing Bank's discretion, shall be available upon written request from the Borrower to the Issuing Bank at least 20 days (which shall in no event extend beyond or such other time period as agreed by the Borrower and the Agent) before the date referred to in clause (y) above)upon which notice of renewal is otherwise required.
(ii) Each Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 2 contracts
Sources: Credit Agreement (Dover Downs Entertainment Inc), Credit Agreement (Dover Downs Entertainment Inc)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Revolving Lenders set forth in Section 2.04(d)(i3.10(a), agrees to issue documentary or standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Revolving Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, Commitment or (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency Dollarsan L/C currency, (ii) have a face amount of at least the Dollar Amount of $100,000 (unless otherwise agreed by the Issuing Lender) and (2iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Commitment Revolving Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten consecutive Business Days). Each Letter of Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98).
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 2 contracts
Sources: Credit Agreement (INC Research Holdings, Inc.), Credit Agreement (INC Research Holdings, Inc.)
L/C Commitment. (i) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i)3.4.1, agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to but not including the date that is five Business Days prior to the Commitment Three Year Facility Termination Date in such form as may be requested by the Borrower and approved from time to time by such Issuing Lender; provided provided, that such no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C SublimitCommitment or (b) the sum of (i) the aggregate principal amount of outstanding Revolving Credit Loans made under the Three Year Facility, (ii) the aggregate principal amount of the Total Available Revolving Commitments would be less than zero or L/C Obligations and (iii) the L/C Obligations in respect aggregate principal amount of Letters of Credit issued by such Issuing Lender Competitive Bid Loans made under the Three Year Facility, would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementThree Year Facility Commitment. Each Letter of Credit shall (1A) be denominated in Dollars Dollars, (B) be a letter of credit issued to support obligations of the Borrower or any Alternative Currency and of its Restricted Subsidiaries, contingent or otherwise, (2C) expire no on a date not later than one year after the date of issuance thereof and not later than the earlier of (x) the first anniversary of its date of issuance Three Year Facility Specified Maturity, and (yD) the date that is five Business Days prior be subject to the Commitment Termination DateUniform Customs and, provided that any Letter to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (State in which shall in no event extend beyond the date referred corporate headquarters of the relevant Issuing Lender is located or such other jurisdiction as is acceptable to in clause (y) above).
(ii) Each the relevant Issuing Lender. No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.imposed
Appears in 1 contract
Sources: Credit Agreement (Pittston Co)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i4.4(a), agrees to issue standby letters of credit (“Letters of Credit”"LETTERS OF CREDIT") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Revolving Credit Commitment Termination Date Period in such form as may be approved from time to time by such the Issuing Lender; provided PROVIDED that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i1) the L/C Obligations would exceed the L/C Sublimit, Commitment or (ii2) the aggregate amount of the Total Available Revolving RC Commitments would be less than zero or zero.
(iiib) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each Letter of Credit shall shall:
(1) be denominated in Dollars (or any Alternative Currency another currency requested by the Borrower unless the issuance of such a Letter of Credit by the Issuing Lender at the time of such request is not permitted under applicable law or is otherwise not acceptable to the Issuing Lender) and shall be either (A) a standby letter of credit issued to support obligations of the Borrower, contingent or otherwise, in respect of (u) warranty obligations or equipment performance assurance obligations, (v) insurance obligations, (w) obligations to work▇▇▇'▇ ▇▇▇pensation board or similar Governmental Authority for work▇▇▇'▇ ▇▇▇pensation liabilities of the Borrower or a Subsidiary, (x) other contractual obligations of the Borrower or a Subsidiary in respect of which advance payments have been made, (y) existing letters of credit outstanding as of the Closing Date and listed on Schedule 9.2 hereof and (z) such other obligations or for such other purposes as may be approved by the Issuing Lender and the Administrative Agent (such consent not to be unreasonably withheld) (a "STANDBY LETTER OF CREDIT"), or (B) a commercial letter of credit issued in respect of the purchase of goods or services by the Borrower in the ordinary course of business (a "COMMERCIAL LETTER OF CREDIT"); and
(2) expire no later than the earlier of (xi) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods Date and (which shall in no event extend beyond ii) 364 days from the date referred of issuance (subject to in clause (y) aboverenewal).
(iic) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(d) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing LenderBank, in reliance on the agreements of the other Banks Revolving Credit Lenders set forth in Section 2.04(d)(isubsection 2.8(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Revolving Credit Commitment Termination Date Period in such form as may be approved from time to time by such the Issuing Lender; Bank, provided that such (i) the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (iA) the L/C Obligations would exceed the L/C Sublimit, Sublimit or (B) the Aggregate Revolving Credit Outstandings of all the Revolving Credit Lenders at such time would exceed the Revolving Credit Commitments at such time and (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) Bank shall permit not issue any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation unless it shall have received notice from the Administrative Agent that it is then permitted under this Agreementthe issuance of such Letter of Credit will not violate clause (i) above. Each Letter of Credit shall (1i) be denominated in Dollars Dollars, an Eligible L/C Currency or such other Offshore Currency as the Company, the Issuing Bank and the Administrative Agent may from time to time agree, (ii) be either (x) a standby letter of credit issued to support obligations of the Company or any Alternative Currency of its Subsidiaries, contingent or otherwise or (y) a commercial letter of credit issued in respect of the purchase of goods or services by the Company or any of its Subsidiaries in the ordinary course of business and (2iii) expire no later than the earlier of (x) the first anniversary date that is 12 months after the date of its date of issuance and (y) the date that is five thirtieth Business Day prior to the Revolving Credit Termination Date, provided that, subject to the immediately preceding clause (y), any standby Letter of Credit may, at the request of the Company as set forth in the applicable Letter of Credit Application, be automatically extended on each anniversary of the issuance thereof for an additional period of one year unless the Issuing Bank which issued such Letter of Credit shall have given prior written notice to the Company and the beneficiary of such Letter of Credit at least 30 Business Days prior to the Commitment Termination Date, provided that any date of termination of such Letter of Credit with a one-year term may provide for that such Letter of Credit will not be extended and the renewal thereof for additional one-year periods (which Issuing Bank shall in no event extend beyond permit such beneficiary, upon receipt of such notice, to draw under such Letter of Credit prior to the date referred such Letter of Credit otherwise would have been automatically renewed. Each Letter of Credit shall be subject to in clause the Uniform Customs, the ISP (yto the extent applicable) above).
(ii) Each and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, by any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit and Guarantee Agreement (Kinetic Concepts Inc /Tx/)
L/C Commitment. (i) i. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks set forth in Section 2.04(d)(i), Lender agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Sublimit, (ii) Commitments or the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued Commitment at such time. Unless otherwise agreed to by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each in its sole discretion, each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each . The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if if:
1. such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law;
2. any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
3. the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied;
4. any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender;
5. such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
6. except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or sf-5537426
7. any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract
L/C Commitment. (ia) Subject to Lenders' Purchase of L/C Participations in Letters of Credit. ------------------------------------------------------------ Immediately upon the issuance of each Letter of Credit (including the deemed issuance of the Existing Letters of Credit set forth on Schedule 1.1(c) on the --------------- Closing Date), each Lender shall be deemed to, and hereby agrees to, have irrevocably purchased from the Issuing Lender, on the terms and conditions hereofhereinafter stated, each Issuing for such Lender's own account and risk, a participation (each, an "L/C Participation") in reliance on the agreements of the other Banks set forth in Section 2.04(d)(i), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for and drawings thereunder ----------------- in an amount equal to such Lender's Pro Rata Share in the benefit Issuing Lender's obligations and rights under each Letter of any Subsidiary designated Credit issued hereunder and the amount of each draft paid by the Company) on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date in such form as may be approved from time to time by such Issuing Lender; provided that such Issuing Lender shall have no obligation to issue thereunder. Each Lender unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit iffor which the Issuing Lender is not reimbursed in full by the Borrowers in accordance with the terms of this Agreement, after giving effect such Lender shall pay to the Issuing Lender upon demand at the Issuing Lender's address for notices specified herein an amount equal to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, (ii) the aggregate amount Lender's Pro Rata Share of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each Letter of Credit shall (1) be denominated in Dollars such draft, or any Alternative Currency and (2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that part thereof, which is five Business Days prior to the Commitment Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)not so reimbursed.
(ii) Each Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Planvista Corp)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(isubsection 3.4(a), agrees to issue standby letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, the “Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrowers on any Business Day during the period from and including Commitment Period but in no event later than the Effective Date to but not including the date that is five third Business Days Day prior to the Commitment Termination Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that such Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Aggregate Canadian Facility Lender Exposure, Aggregate Canadian Borrowing Extensions, Aggregate U.S. Facility Lender Exposure or Aggregate U.S. Borrowing Extensions would exceed the L/C Sublimitapplicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent or the Canadian Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the U.S. Borrower Representative or the Canadian Borrower Representative, as the case may be, has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) or (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement$400.0 million. Each Letter of Credit shall (1i) be denominated in Dollars or Canadian Dollars (in the case of the Canadian Facility Letters of Credit only), requested by the U.S. Borrower Representative or the Canadian Borrower Representative, as the case shall be, and shall be either (A) a standby letter of credit issued to support obligations of the Parent Borrower or any Alternative Currency of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Parent Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) or (B) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower or any of its Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), and (2ii) expire unless otherwise agreed by the Issuing Lender, mature not more than twelve months after the date of issuance (automatically renewable annually thereafter or for such longer period of time as may be agreed by the relevant Issuing Lender) and, in any event no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five third Business Days Day prior to the Commitment Termination Date, provided that any Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Letter of Credit issued by the U.S. Facility Issuing Lender shall be deemed to constitute a utilization of the U.S. Facility Commitments and each Letter of Credit issued by the Canadian Facility Issuing Lender shall be deemed to constitute a utilization of the Canadian Facility Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the U.S. Facility Lenders or the Canadian Facility Lenders, as applicable, in accordance with a one-year term may provide their respective U.S. Facility Commitment Percentages or Canadian Facility Commitment Percentages, as applicable. All Letters of Credit issued under the U.S. Facility shall be denominated in Dollars and shall be issued for the renewal thereof account of the applicable U.S. Borrower. All Letters of Credit issued under the Canadian Facility shall be denominated in Dollars or Canadian Dollars and shall be issued for additional one-year periods (which the account of the applicable Canadian Borrower. For greater certainty, no Letters of Credit shall in no event extend beyond be issued under the date referred to in clause (y) above)Canadian Facility on account of a U.S. Borrower.
(iib) Each Unless otherwise agreed by the applicable Issuing Lender and the Borrower Representative on behalf of the applicable Borrower at the time of issuance, each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. All Letters of Credit shall be issued on a sight basis only.
(c) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Abl Credit Agreement (HSI IP, Inc.)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks U.S.$ Revolving Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) Credit for the account of any Borrower (other than the Company Canadian Borrower) (provided that any such or, if a Letter of Credit may be is for the benefit account of any a Subsidiary designated by that is not a Borrower, jointly for the Companyaccount of a Borrower and such Subsidiary) on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Revolving Commitment Termination Date Period in such form as may be approved from time to time by such Issuing Lender; provided that such (A) no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or zero, (iiiii) in the case of a Letter of Credit to be issued in Euros, (x) the aggregate principal amount of all Revolving Loans made in Euros, together with all L/C Obligations in respect such currency, would exceed Euro 20,000,000 or (y) the aggregate L/C Obligations denominated in Euros would exceed Euro 5,000,000, and (B) Bank of America, N.A. shall have no obligation to issue any Letter of Credit other than the Existing Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) that shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementremain outstanding until their respective expiration dates. Each Letter of Credit shall (1i) be denominated in U.S. Dollars or any Alternative Currency Euros, as selected by the applicable Borrower, and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(iib) Each No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) The Administrative Agent will determine the Dollar Equivalent amount of the L/C Obligations with respect to any Letter of Credit when issued, when drawn upon and unless the Administrative Agent has previously determined such Dollar Equivalent amount during such month, as of the last Business Day of each month.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks set forth in Section 2.04(d)(i)Borrower contained herein, agrees to issue standby letters of credit (“Letters of Credit”) Credit for the account of the Company (provided that any such Letter of Credit may be for the benefit of Borrower or any Subsidiary designated by the Company) on any Business Day during the period from and including term of the Effective Date to but not including the date that is five Business Days prior to the Revolving Credit Commitment Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, the conditions of Section 2.01(b) and (ic) the L/C Obligations would exceed the L/C Sublimitnot be satisfied; and provided, (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewalfurther, extension or amendment of a that no Letter of Credit resulting shall be issued in an increase in the a face amount of any Letter of Creditless than $75,000.
(b) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency Dollars; and (2ii) expire no later than (x) with respect to Standby Letters of Credit, the earlier of (xA) the first anniversary of its Revolving Credit Termination Date and (B) 365 days after the issue date of issuance such Standby Letter of Credit, and (y) with respect to documentary Letters of Credit, the earlier of (A) the Revolving Credit Termination Date and (B) 180 days after the issue date that is five Business Days prior to the Commitment Termination Date, provided that any of such documentary Letter of Credit.
(c) Each Letter of Credit with a one-year term may provide for shall be subject to the renewal thereof for additional one-year periods (which shall in no event extend beyond Uniform Customs and, to the date referred extent not inconsistent therewith, the laws of the State of New York, without giving effect to in clause (y) above)the conflicts of laws principles thereof.
(iid) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(e) The responsibility of the Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit and otherwise comply with the Uniform Customs.
Appears in 1 contract
Sources: Credit Agreement (Kroll Inc)
L/C Commitment. Subject to the terms and conditions set forth herein, the Issuing Lender agrees, in reliance upon the agreements of the Lenders set forth in this Agreement, including Section 2.3 hereof, to issue standby and documentary/commercial letters of credit containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to the Issuing Lender (ieach, including each Existing Letter of Credit, being a “Letter of Credit”), at the request of and for the account of the Company from time to time before the Letter of Credit Expiration Date and, as more fully set forth in Section 2.3, each Lender agrees to purchase a participation in each such Letter of Credit; provided that (a) Subject the aggregate Stated Amount of all Letters of Credit shall not at any time exceed Twenty Five Million Dollars ($25,000,000) and (b) the Revolving Outstandings shall not at any time exceed the Revolving Commitment (less the amount of any Swing Line Loans and L/C Borrowings outstanding at such time). Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the Letter of Credit so requested complies with the conditions set forth in the proviso to the preceding sentence and the other terms and provisions of this Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, each the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, subject to the terms and conditions of this Agreement, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Subject to the foregoing limitations, the Administrative Agent, the Issuing Lender, in reliance on the agreements of the other Banks set forth in Section 2.04(d)(i), Company and each Lender agrees to issue standby letters that any letter of credit (“Letters issued by the Issuing Lender prior to the date of Credit”) this Agreement for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date in such form as may be approved from time to time by such Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewalother Loan Party shall, extension or amendment of for all purposes, be deemed to be a Letter of Credit resulting in an increase in under this Agreement and under the amount other Loan Documents, including, without limitation, as of any Letter the Closing Date, the letters of credit listed on Exhibit G hereto (the “Existing Letters of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each Letter of Credit shall (1) be denominated in Dollars or any Alternative Currency and (2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above”).
(ii) Each Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Cpi Corp)
L/C Commitment. (ia) Prior to the Effective Date, the Issuing Lender has issued, for the account of ▇▇▇▇▇ ▇▇▇▇▇▇ Corporation, the letters of credit listed on Schedule 2.12 (the ``Existing Letters of Credit'') and the Borrower hereby assumes all obligations of ▇▇▇▇▇ Corona Corporation in respect of such letters of credit. All Existing Letters of Credit shall, as of the Effective Date, be deemed to be issued and outstanding pursuant to this Agreement and all Prior Indebtedness in respect of the Existing Letters of Credit shall be Obligations. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i)subsection 2.15, agrees to issue standby irrevocable letters of credit (“together with the Existing Letters of Credit”, ``Letters of Credit'') for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Period in such form as may be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (1) the Aggregate Outstanding Extensions of Credit would exceed the lesser of (i) the Commitments or (ii) the Borrowing Base as of such time, or (2) the aggregate of the L/C Obligations would exceed $5,000,000. The commitment to issue Letters of Credit as set forth in this subsection 2.12
(a) is referred to as the ``L/C Sublimit, Commitment.''
(b) Each Letter of Credit:
(i) shall be denominated in Dollars and shall be an irrevocable commercial letter of credit issued in respect of the purchase of goods or services by the Borrower and its Subsidiaries in the ordinary course of business; and (ii) if issued or extended after 30 days prior to the aggregate amount of Termination Date, expire no later than the Total Available Revolving Commitments would be less than zero or Termination Date.
(iiic) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each Letter of Credit shall (1) be denominated in Dollars or any Alternative Currency and (2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior subject to the Commitment Termination DateUniform Customs and, provided that any Letter to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)State of New York.
(iid) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Smith Corona Corp)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Revolving Commitment Termination Date Period in such form as may be approved from time to time by such Issuing Lender; provided that such no Issuing Lender shall have no any obligation to issue issue, amend or extend any Letter of Credit if, after giving effect to such issuance, amendment or extension, (i) the L/C Obligations would exceed the L/C SublimitCommitment, (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Issuing Lender Commitment of such Issuing Lender. No Lender (it being understood and agreed that, subject to the foregoing clause (i) and the following clause (iii), any Issuing Lender (other than an Affiliate may, in its sole discretion, issue Letters of Credit in excess of its Issuing Lender Commitment as separately agreed with the Borrower and notified to the Administrative Agent) shall permit any such issuance or (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in iii) the aggregate amount of the Available Revolving Commitments would be less than zero. The Borrower may, at any Letter time and from time to time, reduce or increase the Issuing Lender Commitment of Creditany Issuing Lender with the consent of such Issuing Lender; provided that the Borrower shall not reduce the Issuing Lender Commitment of any Issuing Lender if, after giving effect of such reduction, the conditions set forth in clauses (i) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementthrough (iii) above shall not be satisfied. Each Letter of Credit shall (1) be denominated in Dollars or any an Alternative Currency Currency, as selected by the Borrower, and (2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) unless Cash Collateralized in an amount equal to 1035 % of the Dollar Equivalent of the aggregate undrawn face amount of such Letter of Credit (and it being understood and agreed that (A) any Letter of Credit will not be issued for longer than one year past the Revolving Termination Date or be renewable thereafter without the consent of the applicable Issuing Lender and (B) to the extent such L/C Obligations have been and continue to be so Cash Collateralized, the obligations of the L/C Participants under Section 3.4 shall not continue after the Revolving Termination Date with respect to any Letter of Credit that expires after the Revolving Termination Date), the date that is five Business Days thirty (30) days prior to the Commitment Revolving Termination Date, ,; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(iib) Each No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or if issuance of said Letter of Credit would violate any policies of the Issuing Lender pertaining to letters of credit in general.
(c) Notwithstanding the foregoing, Deutsche Bank AG New York Branch andGoldman Sachs Bank USA, eachin its capacity as an Issuing Lender hereunder, shall only be required to issue standby Letters of Credit in accordance with the terms hereof.
Appears in 1 contract
L/C Commitment. (i) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrowers on any Business Day during from the period from and including the Effective Initial Funding Date to through but not including the date that is five Business Days prior to the Commitment Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Sublimit, Commitment or (iib) the aggregate amount Available Commitment of the Total Available Revolving Commitments any Lender would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1i) be denominated in Dollars in a minimum amount of $250,000, (ii) be a standby letter of credit issued to support obligations of the Borrowers or any Alternative Currency and of their respective Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (2iii) expire no more than one year after the issuance date thereof, which date shall be no later than the earlier of (x) the first anniversary of its date of issuance Termination Date and (yiv) the date that is five Business Days prior be subject to the Commitment Termination DateUniform Customs and, provided that any Letter to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each State of North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Revolving Lenders set forth in Section 2.04(d)(i3.10(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date in such form Revolving Availability Period as may be approved from time to time by such Issuing Lender, with the face amount of any outstanding Letters of Credit (and, without duplication, any unpaid drawing in respect thereof) reducing the Available Revolving Commitments on a Dollar-for-Dollar basis; provided that such no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, Commitment or (ii) the aggregate amount of the Total such Issuing Lender’s Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by such Issuing Lender) and (2iii) expire no later than the earlier of (x) the first anniversary of its date of issuance (unless otherwise agreed by the applicable Issuing Lender) and (y) the date that is five three (3) Business Days prior to the Commitment Revolving Termination Date, ; provided that any Letter of Credit with a one-year term may provide for automatic renewals pursuant to Section 3.8(b). Each Letter of Credit shall be governed by laws of the renewal thereof for additional one-year periods State of New York (which shall in no event extend beyond unless the date referred laws of another jurisdiction is agreed to in clause (y) aboveby the respective Issuing Lender).
(iia) Each No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing the Letter of Credit, or any Requirements of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good fa▇▇▇ ▇▇▇▇▇ ▇aterial to it and (iii) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally.
Appears in 1 contract
Sources: Credit Agreement (Microsemi Corp)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Applicable Issuing LenderParty, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(iSections 3.4(a) and 3.8(b), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrowers on any Business Day during the period from and including Commitment Period (i) in the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing LenderLender and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Lender Party shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such and, provided, further, that, if any Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit issue any such issuance (or any renewal, extension or amendment of a Fronted Letter of Credit resulting in an increase that results in the aggregate amount of any Letter of Credit) to occur the Available Commitments being less than zero without first obtaining having received prior written confirmation from the Administrative Agent that it is then permitted under this Agreementthe issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency Pounds Sterling and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.3; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date.
(iib) Each No Applicable Issuing Lender Party shall not at any time be obligated to issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Lender or Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of LawLaw or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfied.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks set forth in Section 2.04(d)(i), ▇▇▇▇▇▇ agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Sublimit, (ii) Commitments or the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued Commitment at such time. Unless otherwise agreed to by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each in its sole discretion, each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if if:
(i) such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law;
(ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied;
(iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender;
(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than One Hundred Thousand Dollars ($100,000); or
(vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.20(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Facility Credit Agreement (EverQuote, Inc.)
L/C Commitment. (i) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to through but not including the date that is five Business Days prior to the Commitment Termination Revolving Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C SublimitCommitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, (ii) plus the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Revolving Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementCommitment. Each Letter of Credit shall (1i) be denominated in Dollars in a minimum amount of $1,000,000, or in such other amount as agreed to by the Administrative Agent, (ii) be a standby letter of credit issued to support obligations of the Borrower or any Alternative Currency and of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (2iii) expire on a date no more than one (1) year from the issuance thereof, which date shall be no later than the earlier of five (x5) the first anniversary of its date of issuance and (y) the date that is five Business Days business days prior to the Commitment Termination DateRevolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISPA 98, provided that any Letter as set forth in the Application or as to be determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each State of North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any Existing Letters of Credit, unless the context otherwise requires. The Existing Letters of Credit shall be, from and after the Closing Date, Letters of Credit hereunder.
Appears in 1 contract
Sources: Credit Agreement (Hickory Tech Corp)
L/C Commitment. (i) Subject to the terms and conditions hereof, each Issuing Lenderthe Administrative Agent, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to arrange for the Issuing Bank to issue standby letters of credit (“Letters of Credit”) Credit for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrowers on any Business Day during from the period from and including the Effective Closing Date to through but not including the date that is five (5) Business Days prior to the Commitment Termination Maturity Date in such form as may be approved from time to time by such Issuing LenderBank; provided provided, that such Issuing Lender the Administrative Agent shall have no obligation to issue arrange for the issuance of any such Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C SublimitCommitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, (ii) plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate principal amount of outstanding Protective Advances, plus the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C lesser of (x) the Revolving Credit Commitment of such Issuing Lender. No Issuing Lender and (other than an Affiliate of y) the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementBorrowing Base Amount. Each Letter of Credit shall (1i) be denominated in Dollars in a minimum amount of $5,000, (ii) be a standby or commercial letter of credit issued to support obligations of any Alternative Currency Credit Party, contingent or otherwise, incurred in the ordinary course of business (including bid, performance, surety and similar bonds or obligations), (2iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (it being understood and agreed that such limitation shall not be construed to prohibit the issuance by such Issuing Bank of “evergreen” Letters of Credit providing for automatic extension for periods not exceeding 12 months), which expiry date (including any such date that could automatically be extended pursuant to an “evergreen” provision contained in a Letter of Credit) shall be no later than the earlier of fifth (x5th) the first anniversary of its date of issuance and (y) the date that is five Business Days Day prior to the Commitment Termination date specified in clause (a) of the definition of the term “Maturity Date” and (iv) be subject to the Uniform Customs and/or ISP98, provided that as set forth in the Letter of Credit Application or as determined by such Issuing Bank and, to the extent not inconsistent therewith, the laws of the State of New York. The Administrative Agent shall not be obligated to arrange for the issuance of any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(isubsection 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of Borrower or any Subsidiary designated by the Company) Guarantor on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Revolving Credit Commitment Termination Date Period in such form as may be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to and shall not issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, Commitment or (ii) the aggregate amount of the Total Available Tranche A Revolving Commitments Credit Commitment with respect to any Lender would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1i) be denominated in Dollars and shall be a standby letter of credit issued to support obligations of the Borrower or any Alternative Currency the respective Subsidiary Guarantor and its respective Subsidiaries, contingent or otherwise, arising in the ordinary course of business and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Date, provided that any .
(b) Each Letter of Credit with a one-year term may provide for shall be subject to the renewal thereof for additional one-year periods (which shall in no event extend beyond Uniform Customs and, to the date referred to in clause (y) above)extent not inconsistent therewith, the laws of the State of New York.
(iic) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Revolving Lenders and the Loan Parties set forth herein and in Section 2.04(d)(i)the other Loan Documents, agrees to issue documentary or standby letters of credit (the “Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Initial Revolving Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall have no obligation to issue or cause to be issued any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the aggregate L/C Sublimit, Commitment or (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the zero, and no individual Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, its L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the its individual L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementCommitment. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency Dollars, (ii) have a face amount of at least $200,000 (unless otherwise agreed by the Issuing Lender) and (2iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) subject to clause (ii) of the proviso below, the date that is five (5) Business Days prior to the Commitment Initial Revolving Termination Date; provided, provided that (i) any Letter of Credit with a one-year term may provide for the renewal extension thereof for additional one-year periods (which shall or a longer period if agreed to by the Issuing Lender but in no event shall any, subject to clause (ii) of this proviso below, no extended period shall extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (iii) any Letter of Credit that expires after the Initial Revolving Termination Date shall be Cash Collateralized on or prior to the Initial Revolving Termination Date and (iiiii) to the extent that the L/C Obligations exceed the L/C Commitment, the Borrower shall promptly, but in any event within one (1) Business Day, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten (10) consecutive Business Days). Each Letter of Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98) or the Uniform Customs, as applicable.
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder (i) if the proceeds of any such Letter of Credit would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (ii) if such issuance would (A) conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or (B) violate one or more policies of general application of the Issuing Lender now or hereafter in effect., and the Issuing Lender shall not at any time be obligated to issue any amendment to any Letter of Credit if the Issuing Lender would have no obligation at such time to issue the Letter of Credit in its amended form under the terms of this Agreement.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Banks Revolving Lenders set forth in Section 2.04(d)(i), subsection 3.6 agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company Parent Borrowers (provided that any and, if such Letter of Credit may be is issued for the benefit of any Subsidiary designated by Subsidiary, for the Companyaccount of the Parent Borrowers and such Subsidiary, jointly and severally) on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Revolving Commitment Termination Date Period in such form as may be approved from time to time by such Issuing LenderBank; provided that such (i) no Issuing Lender Bank shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (iA) the L/C Obligations at such time would exceed the L/C Sublimit, Sublimit or (B) the Aggregate Outstanding R/C Extensions of Credit at such time would exceed the Aggregate Revolving Commitment at such time and (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such no Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) Bank shall permit issue any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation unless it shall have received notice from the Administrative Agent that it is then permitted the issuance of such Letter of Credit will not violate clause (i) above. Each Continuing Letter of Credit shall be deemed to be issued under this Agreement. Agreement on the Closing Date (to the extent such Continuing Letter of Credit has not been fully drawn or has not expired or been terminated as of the Closing Date) and shall be a Letter of Credit for all purposes hereof (other than subsection 3.4) and the other Loan Documents.
(b) Each Letter of Credit shall shall:
(1i) be denominated in Dollars Dollars, an Eligible L/C Currency or such other Offshore Currency as the Company, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (A) a standby letter of credit issued to support obligations of the Company or any Alternative Currency and of its Subsidiaries, contingent or otherwise, or (2B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Company or any of its Subsidiaries in the ordinary course of business, and
(ii) expire no later than the earlier of (xA) 30 calendar days prior to the first anniversary of its Revolving Termination Date and (B) one year after the date of issuance and (y) the date that is five Business Days prior thereof, provided that, subject to the Commitment Termination Dateimmediately preceding clause (A), provided that any standby Letter of Credit with a one-year term may provide for may, at the renewal request of the Company as set forth in the applicable Application, be automatically extended on each anniversary of the issuance thereof for an additional one-period of one year periods (unless the Issuing Bank which issued such Letter of Credit shall in no event extend beyond have given prior written notice to the date referred to in clause (y) above)Company and the 36 30 beneficiary of such Letter of Credit that such Letter of Credit will not be extended.
(iic) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(d) No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit and Guarantee Agreement (Young & Rubicam Inc)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (collectively, “Letters of Credit”) for the account of the Company Borrower (or any Restricted Subsidiary, provided that the Borrower is liable hereunder in respect of any such Letter of Credit may be for the benefit of any Subsidiary designated by the CompanyCredit) on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Revolving Commitment Termination Date Period in such form as may be provided or approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, immediately after giving effect to such issuance, (i) the L/C Obligations would exceed the Total L/C SublimitLimit, (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero zero, or (iii) the L/C Obligations Exposure in respect of Letters of Credit issued by such Issuing Lender would exceed the such Issuing Lender’s L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) Commitment; provided, further, that Barclays shall permit have no obligation to issue any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount that is not a standby letter of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementcredit. Each Letter of Credit shall (1) be denominated in Dollars or any Alternative Currency and (2) expire no later than the earlier of (x) the first anniversary of its date of issuance issuance, unless the Issuing Lender otherwise agrees and (y) the date that is five Business Days prior to the Commitment Revolving Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)) or (iv) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial stated amount less than $10,000.
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or the issuance of such Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally.
(c) The Issuing Lender shall not be under any obligation to amend or extend any Letter of Credit if (A) the Issuing Lender would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto.
Appears in 1 contract
Sources: Credit Agreement (Teradyne, Inc)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Applicable Issuing LenderParty, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(iSections 3.4(a) and 3.8(b), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrowers on any Business Day during the period from and including Commitment Period (i) in the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date case of Fronted Letters of Credit, in such form as may be approved from time to time by such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that such Applicable Issuing Lender Party shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such and, provided, further, that, if any Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit issue any such issuance (or any renewal, extension or amendment of a Fronted Letter of Credit resulting in an increase that results in the aggregate amount of any Letter of Credit) to occur the Available Commitments being less than zero without first obtaining having received prior written confirmation from the Administrative Agent that it is then permitted under this Agreementthe issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be subject and subordinate in right of payment and as to priority of the security provided by the Collateral to all other Obligations. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency Pounds Sterling and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date.
(iib) Each No Applicable Issuing Lender Party shall not at any time be obligated to issue (i) any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Lender or Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of LawLaw or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to Section 1 of Article II of the applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, the Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by clause (ii) of the preceding sentence shall be satisfied.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing LenderBank, in reliance on the agreements of the other Banks set forth in Section 2.04(d)(isubsection 3.5(a), agrees to issue irrevocable standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during on or after the period from and including the Amendment Effective Date to but not including until the date that which is thirty-five (35) Business Days prior to the end of the Commitment Termination Date Period in such form as may be approved from time to time by the Issuing Bank (all such letters of credit outstanding on the date hereof and all letters of credit to be issued hereunder, together with all extensions, renewals and replacements thereof, are herein collectively referred to as the "Letters of Credit"); PROVIDED that the Issuing Lender; provided that such Issuing Lender Bank shall have no obligation to issue any Letter of Credit if at the time of such issuance a Default exists or an Event of Default has occurred and is continuing or if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, Commitment or (ii) the aggregate amount of the Total Available Revolving Credit Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency and Dollars, (2ii) expire no later than the earlier of thirty (x30) the first anniversary of its date of issuance and (y) the date that is five Business Days days prior to the Commitment Termination DateDate and (iii) expire no later than a date one (1) year after its issuance, provided PROVIDED that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (yii) above).
(iib) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of the Issuing Lender Bank's principal place of business.
(c) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(d) The Issuing Bank shall not be liable to any L/C Participant for any action taken or omitted by the Issuing Bank except for acts or omissions caused by the Issuing Bank's gross negligence or willful misconduct.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i4.4(a), agrees to issue standby letters of credit (“Letters of Credit”"LETTERS OF CREDIT") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Revolving Credit Commitment Termination Date Period in such form as may be approved from time to time by such the Issuing Lender; provided PROVIDED that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i1) the L/C Obligations would exceed the L/C Sublimit, Commitment or (ii2) the aggregate amount of the Total Available Revolving Commitments would be less than zero or zero.
(iiib) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each Letter of Credit shall shall:
(1) be denominated in Dollars and shall be a standby letter of credit issued to support obligations of the Borrower, Metrocorp, Jewel, and/or their respective Subsidiaries, contingent or any Alternative Currency otherwise, (A) in respect of insurance obligations, (B) to workman's compensation board or similar Governmental A▇▇▇▇▇▇▇▇ for workman's compensation liabilities of the Borrower, Me▇▇▇▇▇▇▇, Jewel, and/or their respective Subsidiaries, (C) in respect of performance bonds or to otherwise support performance by the Borrower, Metrocorp, Jewel, and/or their respective Subsidiaries under contracts and (D) for such other purposes as may be approved by the Issuing Lender and the Administrative Agent (such consent not to be unreasonably withheld), and
(2) expire no later than the earlier of (xi) the first anniversary of its date of issuance and five (y5) the date that is five Business Days prior to the Commitment Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods Date and (which shall in no event extend beyond ii) 364 days from the date referred of issuance (subject to in clause (y) aboverenewal).
(iic) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(d) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (i) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks L/C Participants set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to through but not including the date that is five fifth (5th) Business Days Day prior to the Commitment Termination Revolving Credit Maturity Date in such form as may be approved from time to time by such the Issuing LenderLender and the Administrative Agent; provided provided, that such the Issuing Lender shall have no obligation to issue issue, and the L/C Participants shall have no obligation to participate in, any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C SublimitCommitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, (ii) plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Revolving Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementCommitment. Each Letter of Credit (other than the Existing Letters of Credit) shall (1i) be denominated in Dollars a minimum amount of $25,000 unless otherwise agreed to by the Issuing Lender, (ii) be a standby or trade letter of credit issued to support obligations of the Borrower or any Alternative Currency and of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (2iii) expire on a date satisfactory to the Issuing Lender and the Administrative Agent, which date shall be no later than the earlier of (xA) one (1) year after the first anniversary date of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Date, provided that but any Letter of Credit issued hereunder may, by its terms and consistent with the terms hereof, be renewable annually with the consent of the Issuing Bank), and (B) the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each Letter of Credit issued and outstanding hereunder. The Issuing Lender shall not at any time be obligated to issue issue, and the L/C Participants shall have no obligation to participate in, any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Revolving Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the a Revolving Commitment Termination Date Period in such form as may be approved from time to time by such Issuing LenderLender (it being understood that any commercial Letter of Credit shall provide for sight drafts and not bankers acceptances); provided that such no Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, Commitment or (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency Dollars, (ii) unless otherwise agreed by the Administrative Agent and the relevant Issuing Lender, have a face amount of at least $5,000 and (2iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment then latest Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the -58- renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Each Existing Letter of Credit shall be deemed to be issued pursuant to this Section 3.1(a) on the Restatement Effective Date.
(iib) Each No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if hereunder if:
(i) such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law;
(ii) any Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, reasonably satisfactory to the Issuing Lender with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(iii) the issuance thereof would otherwise conflict with any separate written agreement between the Borrower and such Issuing Lender.
Appears in 1 contract
Sources: Credit Agreement (Charter Communications, Inc. /Mo/)
L/C Commitment. (i) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i2.19(e), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company Borrower or any of its Subsidiaries or Affiliates (or any Joint Venture, provided that any such Letter of Credit may be for Issuing Bank has received all documentation and other information required by regulatory authorities with respect to such Joint Venture under applicable “know your customer”, “beneficial ownership” and anti-money laundering rules and regulations, including with respect to the benefit of any Subsidiary designated by PATRIOT Act and Beneficial Ownership Regulation, in a form reasonably satisfactory to such Issuing Bank and the CompanyAdministrative Agent) on any Business Day during the period from and including the Effective Closing Date to but not including the date that is five Business Days prior to the Commitment Termination Date of such Issuing Bank in such form as may be approved from time to time by such Issuing LenderBank; provided that such no Issuing Lender Bank shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) without the consent of the applicable Issuing Bank, (A) in the case of any Principal Issuing Bank, the L/C Obligations with respect to Letters of Credit issued by such Principal Issuing Bank would exceed $208,333,333.33 or such other amount (not to exceed, when added to the L/C SublimitLetter of Credit commitments of all other Issuing Banks, (ii) the aggregate amount of the Total Available Revolving Commitments would Commitments) as may be less than zero or agreed to by such Principal Issuing Bank and the Borrower in writing from time to time (iiiwith prompt notice to the Administrative Agent), and (B) in the case of any other Issuing Bank, the L/C Obligations in with respect of to Letters of Credit issued by such Issuing Lender Bank would exceed such amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the aggregate amount of the Commitments) as may be agreed to by such Issuing Bank and the Borrower in writing from time to time (with prompt notice to the Administrative Agent), (ii) the aggregate principal amount of the Total Extensions of Credit would exceed the aggregate amount of the Commitments or (iii) in the event that the Commitment Termination Date shall have been extended pursuant to Section 2.20 with respect to some but not all of the Lenders, the portion of the L/C Obligations attributable to Letters of Credit with expiry dates after any Existing Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate Termination Date will exceed the portion of the Administrative Agent) aggregate Commitments attributable to the Commitments of the Lenders with respect to which the Commitment Termination Date shall permit any have been extended beyond such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementExisting Commitment Termination Date. Each Letter of Credit shall (1A) be denominated in Dollars or any Alternative Currency Dollars, (B) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Bank) and (2C) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination DateDate of the applicable Issuing Bank, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. It is agreed that the Borrower shall have the right from and after the Closing Date to request that any letter of credit issued by a Principal Issuing Bank pursuant to documentation other than this Agreement be deemed (ii) Each Issuing Lender shall not at any time be obligated during the Commitment Period of such Principal Issuing Bank) to issue any constitute a Letter of Credit issued under this Agreement, and, provided that all requirements of this Agreement that would then be applicable to the issuance of such letter of credit if it were then being newly issued as a Letter of Credit hereunder are satisfied (including the satisfaction of the conditions precedent set forth in and Section 4.2), and with the consent of the applicable Principal Issuing Bank, such issuance would conflict with, or cause letter of credit shall be so deemed to constitute a Letter of Credit issued under this Agreement as fully as if it were then newly issued under this Agreement. The applicable Principal Issuing Bank shall provide the Administrative Agent with a copy of each such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Letter of LawCredit in accordance with Section 2.19(b) below.
Appears in 1 contract
Sources: Credit Agreement (Phillips 66)
L/C Commitment. (i) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks L/C Participants set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to through but not including the date that is five fifth (5th) Business Days Day prior to the Commitment Termination Revolving Credit Maturity Date in such form as may be approved from time to time by such the Issuing LenderLender and the Administrative Agent; provided provided, that such the Issuing Lender shall have no obligation to issue issue, and the L/C Participants shall have no obligation to participate in, any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C SublimitCommitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, (ii) plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Revolving Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementCommitment. Each Letter of Credit (other than the Existing Letters of Credit) shall (1i) be denominated in Dollars a minimum amount of $25,000 unless otherwise agreed to by the Issuing Lender, (ii) be a standby letter of credit issued to support obligations of the Borrower or any Alternative Currency and of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (2iii) expire on a date satisfactory to the Issuing Lender and the Administrative Agent, which date shall be no later than the earlier of (xA) one (1) year after the first anniversary date of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Date, provided that but any Letter of Credit issued hereunder may, by its terms and consistent with the terms hereof, be renewable annually with the consent of the Issuing Bank), and (B) the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each Letter of Credit issued and outstanding hereunder. The Issuing Lender shall not at any time be obligated to issue issue, and the L/C Participants shall have no obligation to participate in, any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Revolving Credit Lenders set forth in Section 2.04(d)(isubsection 3.4(a), agrees to continue under this Agreement for the account of the Parent Borrower the Existing Letters of Credit issued by it and to issue standby letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the Company applicable Borrower or (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated if required by the Companyapplicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Restricted Subsidiary on any Business Day during the period from and including Commitment Period but in no event later than the Effective Date to but not including the date that is five Business Days fifth (5th) day prior to the Commitment Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (i) the L/C Obligations aggregate Extensions of Credit to the Borrowers would exceed the L/C Sublimitapplicable limitations set forth in subsection 2.1, (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed $20.035.0 million or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the L/C Commitment Commitments of such Issuing Lender. No Issuing all the Revolving Credit Lenders then in effect.; provided, further that in the event there is a Defaulting Lender (other than an Affiliate as of the Administrative Agent) shall permit date of any such request for the issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Credit, no Issuing Lender shall be required to issue or arrange for such Letter of CreditCredit to the extent (x) the Defaulting Lender’s Letter of Credit Exposure with respect to occur without first obtaining written confirmation from such Letter of Credit has not been reallocated pursuant to Section 4.15(d) or (y) such Issuing Lender has not otherwise entered into arrangements reasonably satisfactory to it and Borrowers to eliminate its risk with respect to the Administrative Agent that it is then permitted under this Agreement. participation in such Letter of Credit of the Defaulting Lender, which arrangements may include Borrowers cash collateralizing such Defaulting Lender’s Letter of Credit Exposure.
(b) Each Letter of Credit shall (1) be denominated in Dollars Dollars, in an aggregate principal amount no less than $50,000 and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any Alternative Currency of its Restricted Subsidiaries, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower or its Restricted Subsidiaries, and for general corporate purposes, of the Parent Borrower or any of its Restricted Subsidiaries (2a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, or any of its Restricted Subsidiaries (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (xA) the first anniversary of one year after its date of issuance and (yB) the date that is five Business Days prior to the Commitment Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.fifth
Appears in 1 contract
L/C Commitment. (i) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to to, but not including including, the date that is five fifth (5th) Business Days Day prior to the Commitment Termination Maturity Date in such form as may be approved from time to time by such the applicable Issuing Lender; provided provided, that such no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the aggregate amount of L/C Obligations would exceed the L/C Sublimit, Commitment or (iib) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementBorrowing Limit. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative a Permitted Currency and (2ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date that is no later than the earlier fifth (5th) Business Day prior to the Maturity Date (provided that any such Letter of Credit may, (xA) the first anniversary of by its date of issuance terms and otherwise consistent with this Agreement, provide for automatic annual renewals and (yB) the expire on a date that is five Business Days after the Maturity Date with the prior written consent of each of the Administrative Agent and the applicable Issuing Lender, in each such Person’s sole discretion; provided that all L/C Obligations associated with any such Letter of Credit are cash collateralized in a manner satisfactory to the Administrative Agent and the applicable Issuing Lender on or prior to the Commitment Termination fifth (5th) Business Day prior to the Maturity Date and that, on the Maturity Date, provided that any Letter all the L/C Participants are released from their L/C Obligations pertaining to such Letters of Credit with a one-year term may provide for Credit) and (iv) be subject to ISP98 and, to the renewal thereof for additional one-year periods (which shall in no event extend beyond extent not inconsistent therewith, the date referred to in clause (y) above).
(ii) Each laws of the State of New York. No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of - the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 1 contract
Sources: Credit Agreement (Bowater Inc)
L/C Commitment. (ia) The Existing Letters of Credit will, from and after the Closing Date, be deemed to be Letters of Credit issued under this Agreement on the Closing Date. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby at the request of the Borrower letters of credit (together with the Existing Letters of Credit, each a “Letters Letter of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Group Member on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Period in such form as may be approved from time to time by such Issuing Lender; provided that such (i) the Borrower shall not request, and no Issuing Lender shall have no obligation be required to issue issue, any Letter of Credit if, if after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Obligations would exceed the L/C Sublimit, Foreign Currencies issued by such Issuing Lender plus (iiy) the aggregate outstanding amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender other than those denominated in L/C Foreign Currencies would exceed such Issuing Lender’s L/C Commitment then in effect, (B) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in L/C Foreign Currencies would exceed the L/C Commitment Sublimit then in effect, or (C) the sum of such Issuing Lender. No Issuing Lender (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the amount of the Extensions of Credit other than an Affiliate Letters of Credit denominated in L/C Foreign Currencies would exceed the Administrative AgentTotal Commitments then in effect and (ii) the Borrower shall permit any such issuance (or any renewalbe a co-applicant, extension or amendment of a and jointly and severally liable with respect to, each Letter of Credit resulting in an increase in issued for the amount account of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementother Group Member. Each Letter of Credit shall (1x) be denominated in Dollars or or, if agreed by the applicable Issuing Lender, any Alternative L/C Foreign Currency and (2y) except as set forth in the next succeeding sentence, expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is five Business Days one year after the date of issuance of such Letter of Credit and (B) thirty (30) days prior to the Commitment Termination DateDate then in effect; provided, provided that any Letter of Credit with a one-year term tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (yB). If agreed by an Issuing Lender, Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events shall expire no later than thirty (30) abovedays prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the aggregate face amount of all such Letters of Credit outstanding on the date of such request and giving effect to the proposed issuance would exceed the Dollar Equivalent of $10,000,000.
(iib) Each An Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)
L/C Commitment. (ia) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall, subject to the terms and conditions hereof, constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Revolving Credit Lenders set forth in Section 2.04(d)(isubsection 3.4(a), agrees to issue standby letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Revolving Credit Commitment Termination Date Period in such form as may be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, (ii) the aggregate amount sum of the Total Available Revolving Commitments would be less Letters of Credit (other than zero or (iiiForeign Backstop Letters of Credit) and the Dollar Equivalent of the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit issued by such Issuing Lender would exceed $60,000,000 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding L/C Commitment Obligations in respect of such Issuing Lender. No any Foreign Backstop Letters of Credit on the date on which the Borrower has requested that the Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of issue a Letter of Credit resulting for purposes of determining compliance with this clause (i)) or (ii) the Aggregate Outstanding Revolving Credit of all the Revolving Credit Lenders would exceed the Revolving Credit Commitments of all the Revolving Credit Lenders then in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementeffect. Each Letter of Credit shall (1i) be denominated in Dollars or, in the case of Foreign Backstop Letters of Credit, in Dollars or any Alternative Designated Foreign Currency and shall be either (2A) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”), or (B) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), (ii) expire no later than five days prior to the earlier of Termination Date and (xiii) unless otherwise agreed by the first anniversary of Administrative Agent, expire no later than 365 days after its date of issuance in the case of Standby Letters of Credit, and (y) 180 days after its date of issuance in the date that is five Business Days prior to the Commitment Termination Date, provided that any Letter case of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)Commercial Letters of Credit.
(ii) Each Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (ia) Prior to the date hereof, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit collectively, “Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of Borrower or any Subsidiary designated by the Company) on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Period in such form as may be approved from time to time by such Issuing Lender; provided that such no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C SublimitCommitment (provided further that Bank of America, N.A., in its capacity as Issuing Lender, shall have no obligation to issue any Letter of Credit, if after giving effect to such issuance, the L/C obligations in respect of Letters of Credit issued by it would exceed $40,000,000) or (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1i) be denominated in Dollars Dollars, or any Alternative Currency other currency deemed acceptable by the Administrative Agent and the Issuing Lender, each in its sole discretion and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Commitment Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each Issuing Lender shall not at any time be obligated to issue . In the case of any Letter of Credit if such issuance would conflict withdenominated in any currency other than Dollars, or cause such Issuing Lender or it is understood and agreed that, for all purposes of this Agreement, the face amount and drawable amount thereof at the time of issuance, and the amount of any unreimbursed drawing in respect thereof at the end of each subsequent L/C Participant to exceed any limits imposed by, Fee Payment Date or on any applicable Requirement date of Lawmeasurement hereunder, shall be deemed to be the equivalent in Dollars of such amount at such time, in each case as reasonably determined by the Administrative Agent in a manner acceptable to the Administrative Agent, the Borrower and the Issuing Lender in respect of such Letter of Credit.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks set forth in Section 2.04(d)(i), Lender agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Sublimit, (ii) Commitments or the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued Commitment at such time. Unless otherwise agreed to by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each in its sole discretion, each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Letter of Credit Maturity Date, provided that any Letter of Credit with a one-one (1) year term may provide for the renewal thereof for additional one-one (1) year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if if:
(i) such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law;
(ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied;
(iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender;
(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $250,000; or
(vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks set forth in Section 2.04(d)(i), ▇▇▇▇▇▇ agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Sublimit, (ii) Commitments or the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued Commitment at such time. Unless otherwise agreed to by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each and the Issuing Lender, in their sole discretion, each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) aboveabove unless Cash Collateralized at a rate of 105% or otherwise backstopped to the reasonable satisfaction of the Administrative Agent and the Issuing Lender). The amount of any Letter of Credit issued in a foreign currency shall be carried at the equivalent rate in Dollars at the exchange rate used generally by the applicable Issuing Lender for all purposes of this Agreement and after any drawing on such Letter of Credit.
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if if:
(i) such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law;
(ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied);
(iv) any requested Letter of Credit is not in form and substance reasonably acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender;
(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount of less than $50,000; or
(vii) any Lender is at that time a Defaulting Lender unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Revolving Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Revolving Commitment Termination Date Period in such form as may be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, Commitment or (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) On the Closing Date, (i) each Existing Letter of Credit, to the extent outstanding, shall be automatically and without further action by the parties thereto deemed converted into a Letter of Credit pursuant to this Section 3.1 and subject to the provisions hereof as if each such Existing Letter of Credit had been issued on the Closing Date, (ii) each such Existing Letter of Credit shall be included in the calculation of L/C Exposure and L/C Obligations and (iii) all liabilities of the Company and the other Loan Parties with respect to such Existing Letters of Credit shall constitute Obligations.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i2.8(a), agrees to issue standby letters of credit (“together with any Designated Letters of Credit”, "Letters of Credit") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Period in such form as may be approved from time to time by such Issuing Lender; provided that such no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, Commitment or (ii) the aggregate amount sum of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters Outstanding Extensions of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementTotal Commitments. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative a Foreign Currency, (ii) have a face amount of at least $10,000 or the Foreign Currency Equivalent thereof (unless otherwise agreed by the relevant Issuing Lender) and (2iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(iib) Each No Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such any Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) On the Closing Date, (i) the Borrower shall provide Schedule 2.6, which Schedule shall list the Designated Letters of Credit, (ii) such Designated Letters of Credit shall be deemed to be Letters of Credit issued pursuant to and in compliance with this Section 2.6, (iii) the face amount of such Designated Letters of Credit shall be included in the calculation of the available L/C Commitment and the Outstanding Committed Extensions of Credit, (iv) the provisions of this Agreement shall apply thereto, and the Borrower and the Lenders hereunder hereby expressly assume all obligations with respect to such Letters of Credit that they would have if such Letters of Credit had been issued pursuant to this Agreement and (v) all liabilities of the Borrower with respect to such Designated Letters of Credit shall constitute obligations of the Borrower hereunder.
Appears in 1 contract
Sources: Credit Agreement (Kennametal Inc)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Banks Canadian/US Secured Lenders set forth in Section 2.04(d)(i2A.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) GM or GM Canada on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the relevant Commitment Termination Date Period in such form as may be approved from time to time by such Issuing LenderBank; provided that such no Issuing Lender Bank shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C SublimitCommitment, (ii) the aggregate amount of the Total Available Revolving Canadian/US Secured Commitments would be less than zero or (iii) the L/C Obligations Total Extensions of Credit would exceed the aggregate Commitments then in respect effect of all Lenders and, provided, further, that any Issuing Bank that issues Letters of Credit issued by such Issuing Lender would exceed the Lto GM Canada shall be a Qualifying Canadian/C Commitment of such Issuing US Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each Letter of Credit shall (1i) be denominated in Dollars or in any other currency freely transferable into Dollars (each such other currency an, "Alternative Currency Currency") requested by GM or GM Canada, as the case may be, and acceptable to the applicable Issuing Bank and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Extended Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(iib) Each No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (i) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to through but not including the date that is five Business Days prior to the Commitment Termination Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C SublimitCommitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, (ii) plus the Swingline Commitment plus the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementAggregate Commitment. Each Letter of Credit shall (1i) be denominated in Dollars in a minimum amount of $250,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any Alternative Currency and of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (2iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (xa) one (1) year after the first anniversary of its date of issuance and or (yb) the date that is five Business Days fifth (5th) business day prior to the Commitment Termination DateMaturity Date and (iv) be subject to the Uniform Customs and/or ISP98, provided that any Letter as set forth in the Application or as determined by the Issuing Lender, and, to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each State of North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each Wachovia, as the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrowers on a joint and several basis on any Business Day during from the period from and including the Effective Closing Date to through but not including the date that which is five (5) Business Days prior to the Commitment Termination Revolving Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, Commitment or (ii) the aggregate amount sum of the Total Available Revolving Commitments would be less than zero or (iiiA) the L/C Obligations in respect at such time plus (B) the aggregate principal amount of Letters of all outstanding Revolving Credit issued by such Issuing Lender Loans and Swingline Loans would exceed the then applicable Borrowing Limit. If at any time the L/C Commitment of Obligations exceed such Issuing Lender. No Issuing Lender (other than an Affiliate of permitted amount, the Administrative Agent) Borrowers shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) furnish to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. cash collateral satisfactory to the Administrative Agent in an amount equal to such excess to be applied in accordance with Section 12.2(b).
(b) Each Letter of Credit shall (1i) be denominated in Dollars in a minimum amount of $100,000, (ii) be a standby letter of credit issued to support obligations of the Borrowers or any Alternative Currency and of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (2iii) expire on a date no later than one (1) year from the earlier of (x) the first anniversary of its date of issuance and thereof; provided, that in no case shall such expiration date be later than five (y5) the date that is five Business Days prior to the Commitment Termination DateRevolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISPA 98, provided that any Letter as set forth in the Application or as determined by the Issuing Lender and to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any Existing Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (Duratek Inc)
L/C Commitment. (i) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks set forth in Section 2.04(d)(i), Lender agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to through but not including the date that is five Business Days prior to the Commitment Revolving Credit Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Sublimit, lesser of (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iiii) the L/C Obligations in respect Commitment or (ii) the Aggregate Commitment less the sum of Letters the Dollar Amount of Credit issued by such Issuing the aggregate principal amount of all loans or (b) the Available Commitment of any Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other be less than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1i) be denominated in Dollars in a minimum amount of $50,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any Alternative Currency and of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business or otherwise for a purpose consistent with the permitted use of proceeds described in Section 2.7, (2iii) expire no later than the earlier of (x) the first anniversary of its date of which is 365 days after the issuance thereof and (y) the date that is five Business Days prior to the Commitment Revolving Credit Termination Date, provided that any Letter and (iv) be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each State of North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
L/C Commitment. (ia) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall, subject to the terms and conditions hereof, constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Revolving Credit Lenders set forth in Section 2.04(d)(isubsection 3.4(a), agrees to issue standby letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Revolving Credit Commitment Termination Date Period in such form as may be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, (ii) the aggregate amount sum of the Total Available Revolving Commitments would be less Letters of Credit (other than zero or (iiiForeign Backstop Letters of Credit) and the Dollar Equivalent of the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit issued by such Issuing Lender would exceed $[60,000,000] (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding L/C Commitment Obligations in respect of such Issuing Lender. No any Foreign Backstop Letters of Credit on the date on which the Borrower has requested that the Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of issue a Letter of Credit resulting for purposes of determining compliance with this clause (i)) or (ii) the Aggregate Outstanding Revolving Credit of all the Revolving Credit Lenders would exceed the Revolving Credit Commitments of all the Revolving Credit Lenders then in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementeffect. Each Letter of Credit shall (1i) be denominated in Dollars or, in the case of Foreign Backstop Letters of Credit, in Dollars or any Alternative Designated Foreign Currency and shall be either (2A) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”), or (B) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), (ii) expire no later than five days prior to the earlier of Termination Date and (xiii) unless otherwise agreed by the first anniversary of Administrative Agent, expire no later than 365 days after its date of issuance in the case of Standby Letters of Credit, and (y) 180 days after its date of issuance in the date that is five Business Days prior to the Commitment Termination Date, provided that any Letter case of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)Commercial Letters of Credit.
(ii) Each Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit and Guarantee Agreement
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing LenderBank, in reliance on the agreements of the other Banks Revolving Credit Lenders set forth in Section 2.04(d)(isubsection 2.8(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Revolving Credit Commitment Termination Date Period in such form as may be approved from time to time by such the Issuing Lender; Bank, provided that such (i) the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (iA) the L/C Obligations would exceed the L/C Sublimit, Sublimit or (B) the Aggregate Revolving Credit Outstandings of all the Revolving Credit Lenders at such time would exceed the Revolving Credit Commitments at such time and (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) Bank shall permit not issue any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation unless it shall have received notice from the Administrative Agent that it is then permitted under this Agreement. the issuance of such Letter of Credit will not violate clause (i) above.
(b) Each Letter of Credit shall (1i) be denominated in Dollars Dollars, an Eligible L/C Currency or such other Offshore Currency as the Company, the Issuing Bank and the Administrative Agent may from time to time agree, (ii) be either (x) a standby letter of credit issued to support obligations of the Company or any Alternative Currency of its Subsidiaries, contingent or otherwise or (y) a commercial letter of credit issued in respect of the purchase of goods or services by the Company or any of its Subsidiaries in the ordinary course of business and (2iii) expire no later than the earlier of (x) the first anniversary date that is 12 months after the date of its date of issuance and (y) the date that is five thirtieth Business Day prior to the Revolving Credit Termination Date, provided that, subject to the immediately preceding clause (y), any standby Letter of Credit may, at the request of the 34 27 Company as set forth in the applicable Letter of Credit Application, be automatically extended on each anniversary of the issuance thereof for an additional period of one year unless the Issuing Bank which issued such Letter of Credit shall have given prior written notice to the Company and the beneficiary of such Letter of Credit at least 30 Business Days prior to the Commitment Termination Date, provided that any date of termination of such Letter of Credit with a one-year term may provide for that such Letter of Credit will not be extended and the renewal thereof for additional one-year periods (which Issuing Bank shall in no event extend beyond permit such beneficiary, upon receipt of such notice, to draw under such Letter of Credit prior to the date referred to in clause (y) above)such Letter of Credit otherwise would have been automatically renewed.
(iic) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(d) The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, by any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit and Guarantee Agreement (Kci New Technologies Inc)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each Issuing Lenderthe ISSUING BANK, in reliance on the agreements of the other Banks LENDERS set forth in Section 2.04(d)(i)2.6.4, agrees to issue standby letters of credit (collectively referred to as the “Letters of CreditLETTERS OF CREDIT”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) BORROWER on any Business Day BUSINESS DAY during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date COMMITMENT PERIOD in such form as may be approved from time to time by such Issuing Lenderthe ISSUING BANK; provided provided, that such Issuing Lender no LETTER OF CREDIT shall have no obligation to issue any Letter of Credit be issued if, after giving effect to such issuance, thereto (i) the L/C Obligations would exceed amount of the L/C Sublimit, OBLIGATIONS plus the principal balance of the LOANS would exceed the amount of the TOTAL COMMITMENT in effect at such time (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by OBLIGATIONS at such Issuing Lender time would exceed the L/C Commitment of COMMITMENT in effect at such Issuing Lender. No Issuing Lender time or (other than an Affiliate of the Administrative Agentiii) a DEFAULT or EVENT OF DEFAULT shall exist or be continuing; (b) each LETTER OF CREDIT: (i) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each Letter of Credit shall (1) be denominated in United States Dollars or any Alternative Currency and shall be a standby letter of credit (except for the ▇▇▇▇▇▇ CO. L/C); and (2ii) expire shall be for the account of a BORROWER; (iii) shall have an expiration date no later than the earlier of (x) the first anniversary of its date of issuance REVOLVING LOAN MATURITY DATE; and (yiv) may during the date that is five Business Days prior to COMMITMENT PERIOD be extended at the Commitment Termination Date, provided that any Letter sole discretion of Credit with a one-year term may provide for the renewal thereof ISSUING BANK for additional one-periods of up to one year periods each (which shall but in no event extend beyond to expire later than the REVOLVING LOAN MATURITY DATE) upon written request from the BORROWERS to the ISSUING BANK at least 20 days (or such other time period as agreed by the BORROWERS and the ISSUING BANK) before the date referred upon which notice of extension is otherwise required by the terms thereof; and (c) each LETTER OF CREDIT shall be subject to in clause (y) above)ISP98 and, to the extent not inconsistent therewith, the laws of the State of Maryland.
(ii) Each Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (i) Subject to the terms and conditions hereof, each the Issuing LenderBank, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i2.23(c), agrees to issue standby letters of credit (“Letters of Credit”) denominated in a Permitted Currency for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to through but not including the date that which is five (5) Business Days prior to the Commitment Termination Revolving Maturity Date in such form as may be approved from time to time by such the Issuing LenderBank and the Agent; provided provided, that such the Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, based upon the Equivalent Dollar Amount of all outstanding Revolving Loans and L/C Obligations, (ia) the L/C Obligations would exceed the L/C Sublimit, lesser of (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iiii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed Commitment or (ii) the L/C Revolving Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in less the amount of all outstanding Revolving Loans, Swingline Loans and Competitive Bid Loans or (b) the unused portion of the Revolving Commitment of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementLender would be less than zero. Each Letter of Credit shall (1i) be denominated in Dollars a Permitted Currency in a minimum amount of $100,000, or such lesser amounts as may be agreed to by the Issuing Bank, (or the Alternative Currency Amount thereof with respect to any Alternative Currency Letter of Credit), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, and (2iii) expire on a date satisfactory to the Issuing Bank and the Agent, which date shall be no later than the earlier of five (x5) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Revolving Maturity Date. As of the Closing Date, provided that any the Existing Letter of Credit with shall constitute, for all purposes of this Agreement and the other Loan Documents, a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each Letter of Credit issued and outstanding hereunder. The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Sources: Senior Unsecured Revolving Credit Agreement (Choice Hotels International Inc /De)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Revolving Lenders set forth in Section 2.04(d)(i3.10(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including Revolving Availability Period substantially in the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date form of Exhibit M or in such other form as may be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, Commitment or (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (2iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Commitment Revolving Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above). Each Letter of Credit shall be denominated in Dollars, issued on a sight basis only and governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98).
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Intersil Corp/De)
L/C Commitment. (i) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to to, but not including including, the date that is five fifth (5th) Business Days Day prior to the Commitment Termination Maturity Date in such form as may be approved from time to time by such the applicable Issuing Lender; provided provided, that such no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the aggregate amount of L/C Obligations would exceed the L/C Sublimit, Commitment or (iib) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementBorrowing Limit. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative a Permitted Currency and (2ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date that is no later than the earlier fifth (5th) Business Day prior to the Maturity Date (provided that any such Letter of Credit may, (xA) the first anniversary of by its date of issuance terms and otherwise consistent with this Agreement, provide for automatic annual renewals and (yB) the expire on a date that is five Business Days after the Maturity Date with the prior written consent of each of the Administrative Agent and the applicable Issuing Lender, in each such Person's sole discretion; provided that all L/C Obligations associated with any such Letter of Credit are cash collateralized in a manner satisfactory to the Administrative Agent and the applicable Issuing Lender on or prior to the Commitment Termination fifth (5th) Business Day prior to the Maturity Date) and (iv) be subject to ISP98 and, provided that any Letter to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each State of New York. No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(isubsection 2.9(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Revolving Credit Commitment Termination Date Period in such form as may be approved from time to time by such Issuing LenderBank; provided that such no Issuing Lender Bank shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations at such time would exceed the L/C SublimitCommitment, (ii) the Aggregate Revolving Credit Outstandings at such time would exceed the aggregate amount of the Total Available Revolving Credit Commitments would be less than zero at such time or (iii) in the case of Letters of Credit issued in currencies other than Dollars only, the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender in currencies other than Dollars would exceed the Foreign L/C Commitment Sublimit at such time. Each Continuing Letter of Credit shall be deemed to be issued under this Agreement on the Effective Date (to the extent such Issuing Lender. No Issuing Lender (other than an Affiliate Continuing Letter of Credit has not been fully drawn or has not expired or been terminated as of the Administrative AgentEffective Date) and shall permit any such issuance be (or any renewal, extension or amendment of x) a Letter of Credit resulting in an increase in for all purposes hereof (other than subsection 2.7) and the amount other Loan Documents and (y) a Commercial Letter of any Credit or a Standby Letter of Credit, as applicable, for purposes of subsections 2.8(b) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. and 2.8(c), respectively.
(b) Each Letter of Credit shall shall:
(1i) be denominated in Dollars or any Alternative Currency such other currency that as of the date of issuance thereof is in the reasonable judgment of the relevant Issuing Bank (which shall be binding on the L/C Participants) freely convertible or exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (2A) a standby letter of credit issued to support obligations of the Borrower or a Subsidiary, contingent or otherwise (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit"), and
(ii) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Revolving Credit Termination DateDate and (B) one year after the date of issuance thereof, provided that that, subject to clause (A) above, any Letter of Credit with a one-year term may provide for may, at the renewal request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional one-period of one year periods (unless the Issuing Bank which issued such Letter of Credit shall in no event extend beyond have given prior written notice to the date referred to in clause (y) above)Borrower and the beneficiary of such Letter of Credit that such Letter of Credit will not be renewed.
(iic) Each Letter of Credit shall be subject to the Uniform Customs (except to the extent that any Continuing Letter of Credit continues to be subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, in accordance with its terms), and, to the extent not inconsistent therewith, the laws of the State of New York.
(d) No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Kmart Corp)
L/C Commitment. (i) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to through but not including the date that is five Business Days prior to the Commitment Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall have no obligation to issue and shall not issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C SublimitCommitment, (iib) the Committed Extensions of Credit of any Lender would exceed such Lender's Commitment or (c) the aggregate principal amount of the Total Available Revolving Commitments would be less than zero or (iii) all outstanding Loans plus the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementAggregate Commitment. Each Letter of Credit shall (1i) be denominated in Dollars and shall be a standby letter of credit issued to support obligations of the Borrower or any Alternative Currency and of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (2ii) expire on a date no later than the earlier of (x) one year from the first anniversary of its date of issuance and thereof (y) subject to automatic renewal, if applicable, unless the date Issuing Bank provides advance written notice that is five Business Days prior to the Commitment Termination Date, provided that any such Letter of Credit with a one-year term may provide for will not be renewed) and the renewal thereof for additional one-year periods Termination Date and (which shall in no event extend beyond iii) be subject to the date referred Uniform Customs and, to in clause (y) above).
(ii) Each the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i5.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be Borrower and for the benefit of the Borrower or any Subsidiary designated by of the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to but not including until the date that is five ten Business Days prior to the Commitment Termination Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, Commitment or (ii) the aggregate amount of the Total Available Utilized Revolving Commitments would be less greater than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementRevolving Loan Commitments. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the applicable Issuing Lender) and (2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Maturity Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, provided that any Letter the Borrower shall, not later than (A) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (B) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit with a one-year term may provide if (1) the Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch, or (2) no Rating of the Borrower exists; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
Borrower remain outstanding and (ii) Each each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Lawheld and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c).
Appears in 1 contract
Sources: Revolving Credit Agreement (Dominion Energy Midstream Partners, LP)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Revolving Credit Commitment Termination Date Period in such form as may be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, Commitment or (ii) the aggregate amount of the Total Available Revolving Credit Commitments would be less than zero or zero.
(iiib) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Each Letter of Credit resulting shall be denominated in an increase in Dollars and expire no later than the amount first anniversary of the date of issuance of such Letter of Credit (subject to certain extension provisions acceptable to the Administrative Agent and the Issuing Lender; it being understood that provisions which provide for the automatic extensions of up to one year unless the Issuing Lender has given a termination notice at least 30 to 60 days prior to the date of such automatic extension shall be permitted), provided, that if the Termination Date occurs prior to the expiration of any Letter of Credit, the Borrower shall, on or prior to the Termination Date, (i) cause all such Letters of Credit to be returned to the Issuing Bank undrawn and marked "cancelled" or (ii) to occur without first obtaining written confirmation from the Administrative Agent extent that it the Borrower is unable to replace and return any such Letter of Credit, deposit cash in the L/C Cash Collateral Account in an amount equal to 105% of the face amount of all such Letters of Credit, as collateral security for the Borrower's reimbursement obligations in connection therewith, such cash to be remitted to the Borrower upon the expiration, cancellation or other termination or satisfaction of the Borrower's reimbursement obligations in respect of all such Letters of Credit and all other Obligations then permitted outstanding under this Agreement. Each Letter of Credit shall (1) be denominated in Dollars or any Alternative Currency and (2) expire no later than that remains outstanding as of the earlier of (x) the first anniversary of its date of issuance a refinancing of the Lenders' Revolving Credit Commitments under this Agreement pursuant to an exit facility agented by the Agents as contemplated under the Plan of Reorganization shall be rolled into, and deemed to be, letters of credit outstanding under such facility.
(yc) the date that is five Business Days prior to the Commitment Termination Date, provided that any Each Letter of Credit with a one-year term may provide for shall be subject to the renewal thereof for additional one-year periods (which shall in no event extend beyond Uniform Customs and, to the date referred to in clause (y) above)extent not inconsistent therewith, the laws of the State of New York.
(iid) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
L/C Commitment. (i) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”Credit ") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to to, but not including including, the date that is five fifth (5th) Business Days Day prior to the Commitment Termination Maturity Date in such form as may be approved from time to time by such the applicable Issuing Lender; provided provided, that such no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the aggregate amount of L/C Obligations would exceed the L/C Sublimit, Commitment or (iib) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementBorrowing Limit. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative a Permitted Currency and (2ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date that is no later than the earlier fifth (5th) Business Day prior to the Maturity Date (provided that any such Letter of Credit may, (xA) the first anniversary of by its date of issuance terms and otherwise consistent with this Agreement, provide for automatic annual renewals and (yB) the expire on a date that is five Business Days after the Maturity Date with the prior written consent of each of the Administrative Agent and the applicable Issuing Lender, in each such Person's sole discretion; provided that all L/C Obligations associated with any such Letter of Credit are cash collateralized in a manner satisfactory to the Administrative Agent and the applicable Issuing Lender on or prior to the Commitment Termination fifth (5th) Business Day prior to the Maturity Date and that, on the Maturity Date, provided that any Letter all the L/C Participants are released from their L/C Obligations pertaining to such Letters of Credit with a one-year term may provide for Credit) and (iv) be subject to ISP98 and, to the renewal thereof for additional one-year periods (which shall in no event extend beyond extent not inconsistent therewith, the date referred to in clause (y) above).
(ii) Each laws of the State of New York. No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of - the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(isubsection 3.9(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Revolving Credit Commitment Termination Date Period in such form as may be approved from time to time by such Issuing LenderBank; provided that such no Issuing Lender Bank shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations at such time would exceed the L/C SublimitCommitment, (ii) the Aggregate Revolving Credit Outstandings at such time would exceed the aggregate amount of the Total Available Revolving Credit Commitments would be less than zero or at such time, (iii) in the case of Letters of Credit issued prior to the Collateral Release Date, the Aggregate Revolving Credit Outstandings at such time would exceed the Borrowing Base at such time or (iv) in the case of Letters of Credit issued in currencies other than Dollars only, the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender in currencies other than Dollars would exceed the Foreign L/C Commitment Sublimit at such time. Each Continuing Letter of Credit shall be deemed to be issued under this Agreement on the Effective Date (to the extent such Issuing Lender. No Issuing Lender (other than an Affiliate Continuing Letter of Credit has not been fully drawn or has not expired or been terminated as of the Administrative AgentEffective Date) and shall permit any such issuance be (or any renewal, extension or amendment of x) a Letter of Credit resulting in an increase in for all purposes hereof (other than subsection 3.7) and the amount other Loan Documents and (y) a Commercial Letter of any Credit or a Standby Letter of Credit, as applicable, for purposes of subsections 3.8(b) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementand 3.8(c), respectively. 48
(b) Each Letter of Credit shall shall:
(1i) be denominated in Dollars or any Alternative Currency such other currency that as of the date of issuance thereof is in the reasonable judgment of the relevant Issuing Bank (which shall be binding on the L/C Participants) freely convertible or exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (2A) a standby letter of credit issued to support obligations of the Borrower or a Subsidiary, contingent or otherwise (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit"), and
(ii) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Revolving Credit Termination DateDate and (B) one year after the date of issuance thereof, provided that that, subject to clause (A) above, any Letter of Credit with a one-year term may provide for may, at the renewal request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional one-period of one year periods (unless the Issuing Bank which issued such Letter of Credit shall in no event extend beyond have given prior written notice to the date referred to in clause (y) above)Borrower and the beneficiary of such Letter of Credit that such Letter of Credit will not be renewed.
(iic) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York.
(d) No Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Kmart Corp)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks set forth in Section 2.04(d)(i), Lender agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Sublimit, (ii) Commitments or the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued Commitment at such time. Unless otherwise agreed to by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each in its sole discretion, each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if if:
(i) such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law.;
(ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied;
(iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender;
(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $250,000; or
(vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks set forth in Section 2.04(d)(i), Lender agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Sublimit, (ii) Commitments or the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued Commitment at such time. Unless otherwise agreed to by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Each in its sole discretion, each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if if:
(i) such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law;
(ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied;
(iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; NY-2355188
(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or
(vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks set forth in Section 2.04(d)(i), Lender agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (ix) the Dollar Equivalent L/C Obligations Exposure would exceed the Dollar Equivalent Total L/C SublimitCommitments, (iiy) the aggregate amount Dollar Equivalent of the Total Available Revolving Commitments Commitment at such time would be less than zero zero, or (iiiz) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed has been notified in writing at least one Business Day prior to the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of issuance thereof by the Administrative Agent) shall permit any such issuance (or any renewalBorrower, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent or a Revolving Lender that it is then permitted under this Agreementthe funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Each Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Letter of Credit shall (1i) be denominated in Dollars (or any Alternative Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(iib) Each The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if if:
(i) such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, any applicable Requirement of Law;
(ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied;
(iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; ny-2508035
(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or
(vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Appian Corp)
L/C Commitment. (i) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to to, but not including including, the date that is five fifth (5th) Business Days Day prior to the Commitment Termination Maturity Date in such form as may be approved from time to time by such the applicable Issuing Lender; provided provided, that such no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the aggregate amount of L/C Obligations would exceed the L/C Sublimit, Commitment or (iib) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementBorrowing Limit. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative a Permitted Currency and (2ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date that is no later than the earlier fifth (5th) Business Day prior to the Maturity Date (provided that any such Letter of Credit may, (xA) the first anniversary of by its date of issuance terms and otherwise consistent with this Agreement, provide for automatic annual renewals and (yB) the expire on a date that is five Business Days after the Maturity Date with the prior written consent of each of the Administrative Agent and the applicable Issuing Lender, in each such Person's sole discretion; provided that all L/C Obligations associated with any such Letter of Credit are cash collateralized in a manner satisfactory to the Administrative Agent and the applicable Issuing Lender on or prior to the Commitment Termination fifth (5th) Business Day prior to the Maturity Date and that, on the Maturity Date, provided that any Letter all the L/C Participants are released from their L/C Obligations pertaining to such Letters of Credit with a one-year term may provide for Credit) and (iv) be subject to ISP98 and, to the renewal thereof for additional one-year periods (which shall in no event extend beyond extent not inconsistent therewith, the date referred to in clause (y) above).
(ii) Each laws of the State of New York. No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 1 contract
L/C Commitment. (i) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(iSubsection 2.6(d)(i), agrees to issue standby letters of credit (the letters of credit issued on or after the Closing Date pursuant to this Subsection 2.6, collectively, the “Letters of Credit”) for the account of the Company (provided that Borrower and any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) its Restricted Subsidiaries on any Business Day during the period from and including Initial Revolving Commitment Period, but in no event later than the Effective Date to but not including the date that is five Business Days 30th day prior to the Commitment Termination Initial Revolving Maturity Date in such form as may be approved from time to time by such Issuing LenderBank; provided that such (x) no Issuing Lender Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations in respect of Letters of Credit issued would exceed the L/C Sublimit, Commitment Amount or (ii) the aggregate amount Aggregate Outstanding Revolving Credit of all the Total Available Revolving Lenders would exceed the Revolving Commitments would of all the Revolving Lenders then in effect and (y) a Letter of Credit shall be less than zero or (iii) issued by an Issuing Bank, unless the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender Bank would exceed the such Issuing Bank’s L/C Commitment Amount Individual Sublimit (unless such Issuing Bank agrees to do so in its sole discretion) after giving effect to the issuance of such Issuing Lender. No Issuing Lender Letter of Credit (other than an Affiliate it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans in any Designated Foreign Currency and the then outstanding L/C Obligations in respect of any Letters of Credit denominated in any Designated Foreign Currency on the date on which the Borrower has given the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of Agent a Letter of Credit resulting in an increase in the amount of Request with respect to any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under Credit for purposes of determining compliance with this AgreementSubsection 2.6(a)(i)). Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative a Designated Foreign Currency and shall be either (2A) expire no later than a standby letter of credit issued to support obligations of the earlier Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) or (B) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), it being agreed that (x) the first anniversary Deutsche Bank AG New York Branch, UBS AG, Stamford Branch, Barclays Bank PLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, Royal Bank of its date Canada and ▇▇▇▇▇▇▇▇▇ Finance LLC shall not be obligated to issue any Commercial Letters of issuance Credit and (y) the date that is five Business Days prior to the Commitment Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each Issuing Lender ▇▇▇▇▇▇▇▇▇ Finance LLC shall not at any time be obligated to issue any Letter of Credit denominated in any Designated Foreign Currency, in each case unless separately agreed between such Issuing Bank (in its sole discretion) and the Borrower, and (ii) unless otherwise agreed by the applicable Issuing Bank, mature not more than twelve months after the date of issuance (automatically renewable annually thereafter or for such longer period of time, in each case, as may be agreed by the relevant Issuing Bank) and, in any event, no later than five Business Days prior to the Initial Revolving Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Bank). Each Letter of Credit shall be deemed to constitute a utilization of the Revolving Commitments and shall be participated in (as more fully described in following Subsection 2.6(d)(i)) by the Revolving Lenders in accordance with their respective Revolving Commitment Percentages.
(ii) Unless otherwise agreed by the applicable Issuing Bank and the Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each Standby Letter of Credit, and the Uniform Customs shall apply to each Commercial Letter of Credit. The ISP shall not in any event apply to this Agreement.
(iii) An Issuing Bank shall not at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Cash Flow Credit Agreement (Cornerstone Building Brands, Inc.)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for Borrower and its Subsidiaries and with the benefit of any Subsidiary designated by Borrower as the Company) applicant on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Period in such form as may be approved from time to time by such the Issuing Lender; provided that such no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the its L/C Obligations would exceed the its L/C SublimitCommitment, (ii) the aggregate amount of L/C Obligations would exceed the Total aggregate amount of L/C Commitments or (iii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1i) be denominated in Dollars or in any Alternative Designated Foreign Currency and (2ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination DateDate (unless, in the case of this clause (ii), on or prior to such date, such Letter of Credit is cash collateralized or backstopped in an amount and on terms reasonably acceptable to the applicable Issuing Lender), provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). If the Administrative Agent notifies the Borrower at any time that the amount of all L/C Obligations denominated in Designated Foreign Currencies at such time causes the L/C Commitment of any Issuing Lender or the aggregate L/C Commitment to exceed an amount equal to 105% of the L/C Commitment of such Issuing Lender or the aggregate L/C Commitment then in effect, then, within five Business Days after receipt of such notice, the Borrower shall cash collateralize Letters of Credit in an aggregate amount sufficient to reduce such amount as of such date to an amount not to exceed 100% of the L/C Commitment of such Issuing Lender or the aggregate L/C Commitment then in effect then in effect, as applicable; provided that such cash collateral shall be promptly released if the circumstances giving rise to the need for it to be provided no longer apply.
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Gartner Inc)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Revolving Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit and, to the extent agreed to by an Issuing Lender, bank guarantees and commercial letters of credit providing for the payment of cash upon the honoring of a presentation thereunder (collectively with the Existing Letters of Credit, “Letters of Credit”) for the account of UK Holdco or the Company account of any of the Restricted Subsidiaries (provided that any such the Borrower Representative shall be an applicant, and be fully and unconditionally liable, with respect to each Letter of Credit may be issued for the benefit account of any Subsidiary designated by the Companya Restricted Subsidiary) on any Business Day during the period from and including the Effective Date prior to but not including the date that is five Business Days thirty (30) days prior to the Commitment Revolving Termination Date in such form as may be approved from time to time by such the Issuing LenderLenders; provided that such no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C SublimitCommitment, (ii) the aggregate amount Dollar Amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect Obligation of Letters of Credit issued by such Issuing Lender would exceed the its L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementSublimit. Each Letter of Credit shall (1i) be denominated in Dollars or one or more Alternative Currencies (any Letter of Credit denominated in an Alternative Currency, an “Alternative Currency Letter of Credit”); provided that Royal Bank of Canada, Barclays Bank PLC, JPMorgan Chase Bank, N.A. and their respective affiliates shall not be required to issue Alternative Currency Letters of Credit without their consent; (2ii) have a stated amount acceptable to the relevant Issuing Lender, (iii) expire no later than the earlier of (x) unless otherwise agreed by the applicable Issuing Lender, the first anniversary of its date of issuance issuance, and (y) the date that is five 3 Business Days prior to the Commitment Revolving Termination Date, provided that any Letter of Credit with a one-year term the consent of the applicable Issuing Lender may provide for the renewal or extension thereof for additional one-year periods or such longer periods of time as may be agreed by the Issuing Lender (which shall in no event extend beyond the date referred to in clause (y) above, except to the extent the L/C Obligations under such Letter of Credit have been Cash Collateralized); provided, further, that the Issuing Lenders shall not renew or extend any such Letter of Credit if it has received written notice (or otherwise has knowledge) that an Event of Default has occurred and is continuing or any of the conditions set forth in Section 5.2 are not satisfied prior to the date of the decision to renew or extend such Letter of Credit) and (iv) be otherwise reasonably acceptable in all respects to the Issuing Lenders. Unless otherwise directed by the Issuing Lenders, the Borrower Representative shall not be required to make a specific request to an Issuing Lender for any such extension. Once any Letter of Credit has been issued that may be extended automatically pursuant to the foregoing, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Lenders to permit the extension of such Letter of Credit, including to the date that is 3 Business Days prior to the Revolving Termination Date. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Existing Letters of Credit shall constitute utilization of the Revolving Commitments. Notwithstanding anything herein to the contrary, in no event shall G▇▇▇▇▇▇ S▇▇▇▇ Bank USA or any other Issuing BankLender be required to issue Letters of Credit other than standby letters of credit.
(iib) Each No Issuing Lender shall not at any time be obligated to issue any Letter of Credit (i) if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of LawLaw or if such issuance would conflict with one or more policies of the Issuing Lender applicable to the issuance by it of letters of credit generally, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good f▇▇▇▇ ▇▇▇▇▇ material to it or (iii) as otherwise provided in Section 3.2(b) below.
(c) Subject to the terms and conditions hereof, (i) Letters of Credit may be issued on the Closing Date to backstop or replace letters of credit outstanding on the Closing Date or (ii) all letters of credit issued for the account of the Borrower Representative or any Restricted Subsidiary and outstanding on the Closing Date and issued by an entity that is an Issuing Lender under this Agreement, which, by its execution of this Agreement, has agreed to act as an Issuing Lender hereunder and listed on Schedule 3.1 (each, an “Existing Letter of Credit”) shall automatically be continued hereunder on the Closing Date by the applicable Issuing Lender, and as of the Closing Date the Revolving Lenders shall acquire a participation therein as if such Existing Letter of Credit were issued hereunder, and each such Existing Letter of Credit shall be deemed a Letter of Credit for all purposes of this Agreement as of the Closing Date without any further action by the Borrower Representative.
(d) Subject to the terms and conditions hereof, any letter of credit issued for the account of a Person that becomes a Restricted Subsidiary after the Closing Date pursuant to a Permitted Acquisition or other Investment, in each case that is (x) outstanding on the date of such acquisition and (y) issued by an entity that is an Issuing Lender under this Agreement shall, at the request of the Borrower Representative and with the consent of such Issuing Lender in its sole discretion, be deemed to be a “Letter of Credit” for all purposes of this Agreement as of the date of such acquisition; provided that (i) such Letter of Credit would otherwise be permitted to be issued under this Section 3 at such time (provided that such Letter of Credit may be in another currency agreed by the Administrative Agent and such Issuing Lender, and such Letter of Credit shall be deemed an “Alternative Currency Letter of Credit” hereunder) and (ii) the Borrower Representative, the Administrative Agent and such Issuing Lender shall have entered into an acknowledgment reasonably acceptable to each party thereto confirming that such letters of credit shall be treated as having been issued hereunder.
Appears in 1 contract
L/C Commitment. (i) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i2.19(e), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company Borrower or any of its Subsidiaries or Affiliates (or any Joint Venture, provided that any such Letter of Credit may be for Issuing Bank has received all documentation and other information required by regulatory authorities with respect to such Joint Venture under applicable “know your customer”, “beneficial ownership” and anti-money laundering rules and regulations, including with respect to the benefit of any Subsidiary designated by PATRIOT Act and Beneficial Ownership Regulation, in a form reasonably satisfactory to such Issuing Bank and the CompanyAdministrative Agent) on any Business Day during the period from and including the Effective Closing Date to but not including the date that is five Business Days prior to the Commitment Termination Date of such Issuing Bank in such form as may be approved from time to time by such Issuing LenderBank; provided that such no Issuing Lender Bank shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) without the consent of the applicable Issuing Bank, (A) in the case of any Principal Issuing Bank, the L/C Obligations with respect to Letters of Credit issued by such Principal Issuing Bank would exceed $193,000,000 or such other amount (not to exceed, when added to the L/C SublimitLetter of Credit commitments of all other Issuing Banks, (ii) the aggregate amount of the Total Available Revolving Commitments would Commitments) as may be less than zero or agreed to by such Principal Issuing Bank and the Borrower in writing from time to time (iiiwith prompt notice to the Administrative Agent), and (B) in the case of any other Issuing Bank, the L/C Obligations in with respect of to Letters of Credit issued by such Issuing Lender Bank would exceed such amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the aggregate amount of the Commitments) as may be agreed to by such Issuing Bank and the Borrower in writing from time to time (with prompt notice to the Administrative Agent), (ii) the aggregate principal amount of the Total Extensions of Credit would exceed the aggregate amount of the Commitments or (iii) in the event that the Commitment Termination Date shall have been extended pursuant to Section 2.20 with respect to some but not all of the Lenders, the portion of the L/C Obligations attributable to Letters of Credit with expiry dates after any Existing Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate Termination Date will exceed the portion of the Administrative Agent) aggregate Commitments attributable to the Commitments of the Lenders with respect to which the Commitment Termination Date shall permit any have been extended beyond such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementExisting Commitment Termination Date. Each Letter of Credit shall (1A) be denominated in Dollars or any Alternative Currency Dollars, (B) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Bank) and (2C) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination DateDate of the applicable Issuing Bank, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. It is agreed that the Borrower shall have the right from and after the Closing Date to request that any letter of credit issued by a Principal Issuing Bank pursuant to documentation other than this Agreement be deemed (ii) Each Issuing Lender shall not at any time be obligated during the Commitment Period of such Principal Issuing Bank) to issue any constitute a Letter of Credit issued under this Agreement, and, provided that all requirements of this Agreement that would then be applicable to the issuance of such letter of credit if it were then being newly issued as a Letter of Credit hereunder are satisfied (including the satisfaction of the conditions precedent set forth in and Section 4.2), and with the consent of the applicable Principal Issuing Bank, such issuance would conflict with, or cause letter of credit shall be so deemed to constitute a Letter of Credit issued under this Agreement as fully as if it were then newly issued under this Agreement. The applicable Principal Issuing Bank shall provide the Administrative Agent with a copy of each such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Letter of LawCredit in accordance with Section 2.19(b) below.
Appears in 1 contract
Sources: Credit Agreement (Phillips 66)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Revolving Lenders set forth in Section 2.04(d)(i), Section
(a) agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during the period from and including Revolving Availability Period substantially in the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date form of Exhibit L or in such other form as may be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Sublimit, Commitment or (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative Currency Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (2iii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Commitment Revolving Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above). Each Letter of Credit issued on a sight basis only and governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98).
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Microsemi Corp)
L/C Commitment. (i) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Revolving Credit Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) Credit for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) US Borrower on any Business Day during from the period from and including the Effective Closing Date to but not including the date that is five fifth (5th) Business Days Day prior to the Commitment Termination Maturity Date in such form as may be approved from time to time by such the applicable Issuing Lender; provided provided, that such no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) based upon the Dollar Amount of all outstanding Loans and L/C Obligations, the aggregate amount of all outstanding L/C Obligations would exceed the L/C Sublimit, lesser of (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iiia) the L/C Obligations in respect Commitment or (b) the Revolving Credit Commitment less the sum of Letters of Credit issued by such Issuing Lender would exceed (A) during the L/C Commitment of such Issuing Lender. No Issuing Lender Reserve Period, the Reserve Amount and (other than an Affiliate of B) the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the aggregate principal amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementall outstanding Loans. Each Letter of Credit (other than the Existing Letters of Credit) shall (1i) be denominated in Dollars in a minimum amount of $30,000 or a lesser amount acceptable to the applicable Issuing Lender and the Administrative Agent, (ii) be a standby letter of credit or a trade letter of credit issued to support obligations of the US Borrower or any Alternative Currency and of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (2iii) expire on a date no later than the earlier of (xA) the first anniversary of its date of issuance and five (y5) the date that is five Business Days prior to the Commitment Termination DateMaturity Date and (B) one year after its date of issuance, provided that any and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit with Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each Letter of Credit issued and outstanding hereunder. No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (Pool Corp)
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks set forth in Section 2.04(d)(i), Lender agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company Borrower (provided that or, with the consent of the applicable Issuing Lender, any such Letter of Credit may be for the benefit of any Subsidiary designated by the CompanyGroup Member) on any Business Day during the period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Termination Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed an amount equal to the Total L/C SublimitCommitments at such time minus the General Letter of Credit Basket Utilization at such time, (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero at such time, or (iii) an Overadvance would exist at such time. Except as otherwise agreed by the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from and the Administrative Agent that it is then permitted under this Agreement. Each in their sole discretion, each Letter of Credit shall (1) be denominated in Dollars or any Alternative Currency and (2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Letter of Credit Maturity Date, provided that (i) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which which, except as otherwise agreed by the Issuing Lender and the Administrative Agent in their sole discretion, shall in no event extend beyond the date referred to in clause (y) above)) and (ii) in the event that the Issuing Lender and the Administrative Agent agree to issue a Letter of Credit with an expiration date that is after the Letter of Credit Maturity Date, such Letter of Credit shall be required to be Cash Collateralized on or prior to the Letter of Credit Maturity Date in an amount equal to 105% of the L/C Exposure attributable to such Letter of Credit in accordance with Section 3.10. Each Letter of Credit shall be denominated in Dollars, or, in the sole discretion of the Issuing Lender with respect to any particular Letter of Credit, an alternative foreign currency. For purposes of this Agreement, the stated amount of any Letter of Credit issued in an alternative currency shall be converted into Dollars from time to time by the Issuing Lender and upon any drawing under such Letter of Credit.
(iib) Each The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if if:
(i) such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant Lender to exceed any limits imposed by, by any applicable Requirement of Law;
(ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good f▇▇▇▇ ▇▇▇▇▇ material to it;
(iii) subject to the provisions of Section 1.5 to the extent an LCA Election has been made with respect to any acquisition corresponding to the issuance of such Letter of Credit, the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied);
(iv) any requested Letter of Credit is not in form and substance reasonably acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender;
(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder;
(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $25,000; or
(vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
Appears in 1 contract
L/C Commitment. (i) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to to, but not including including, the date that is five fifth (5th) Business Days Day prior to the Commitment Termination Maturity Date in such form as may be approved from time to time by such the applicable Issuing Lender; provided provided, that such no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the aggregate amount of L/C Obligations would exceed the L/C Sublimit, Commitment or (iib) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementBorrowing Limit. Each Letter of Credit shall (1i) be denominated in Dollars or any Alternative a Permitted Currency and (2ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date that is no later than the earlier fifth (5th) Business Day prior to the Maturity Date (provided that any such Letter of Credit may, (xA) the first anniversary of by its date of issuance terms and otherwise consistent with this Agreement, provide for automatic annual renewals and (yB) the expire on a date that is five Business Days after the Maturity Date with the prior written consent of each of the Administrative Agent and the applicable Issuing Lender, in each such Person’s sole discretion; provided that all L/C Obligations associated with any such Letter of Credit are cash collateralized in a manner satisfactory to the Administrative Agent and the applicable Issuing Lender on or prior to the Commitment Termination fifth (5th) Business Day prior to the Maturity Date and that, on the Maturity Date, provided that any Letter all the L/C Participants are released from their L/C Obligations pertaining to such Letters of Credit with a one-year term may provide for Credit) and (iv) be subject to ISP98 and, to the renewal thereof for additional one-year periods (which shall in no event extend beyond extent not inconsistent therewith, the date referred to in clause (y) above).
(ii) Each laws of the State of New York. No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.
Appears in 1 contract
Sources: Credit Agreement (Bowater Inc)
L/C Commitment. (i) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(iSECTION 3.4(a), agrees to issue standby letters of credit (“Letters of Credit”"LETTERS OF CREDIT") for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrowers on any Business Day during from the period from and including the Effective Closing Date to through but not including the date that is five Business Days prior to the Commitment Revolving Credit Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided PROVIDED, that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C SublimitCommitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, (ii) PLUS the aggregate principal amount of outstanding Swingline Loans, PLUS the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iii) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Revolving Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this AgreementCommitment. Each Letter of Credit shall (1i) be denominated in Dollars in a minimum amount of $1,000,000, (ii) be a standby letter of credit issued to support obligations of any Borrower, contingent or any Alternative Currency and otherwise, incurred in the ordinary course of business, (2iii) expire no later than have an original expiry date of, or prior to that date which is one (1) year from the earlier of (x) the first anniversary of its date of issuance and issuance, (yiv) the as originally issued or extended, have an expiry date that is five Business Days on, or prior to the Commitment Revolving Credit Termination DateDate and (v) be subject to the Uniform Customs and/or ISPA98, provided that any Letter as applicable in the sole discretion of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond Issuing Lender, and, to the date referred to in clause (y) above).
(ii) Each extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "ISSUE" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.
Appears in 1 contract
L/C Commitment. (i) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Company (provided that any such Letter of Credit may be for the benefit of any Subsidiary designated by the Company) Borrower on any Business Day during from the period from and including the Effective Closing Date to through but not including the date that is five Business Days prior to the Commitment Termination Revolving Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the L/C Obligations would exceed the L/C Sublimit, lesser of (ii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (iiii) the L/C Obligations in respect Commitment or (ii) the Aggregate Commitment less the aggregate principal amount of Letters all outstanding Loans or (b) the Available Commitment of Credit issued by such Issuing any Lender would exceed the L/C Commitment of such Issuing Lender. No Issuing Lender (other be less than an Affiliate of the Administrative Agent) shall permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreementzero. Each Letter of Credit shall (1i) be denominated in Dollars in a minimum amount of $100,000 or a lesser amount acceptable to the Issuing Lender, (ii) be a standby letter of credit issued to support obligations of the Borrower or any Alternative Currency and Subsidiary thereof, contingent or otherwise, incurred in the ordinary course of business, (2iii) expire on a date no later than the earlier of (xA) the first anniversary of one year after its date of issuance and (yunless renewed in accordance with the terms thereof) the date that is or (B) five (5) Business Days prior to the Commitment Termination DateRevolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP 98, provided that any Letter as set forth in the Application or as determined by the Issuing Lender, and, to the extent not inconsistent therewith, the laws of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(ii) Each State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. The Existing Letters of Credit shall be deemed to be Letters of Credit issued and outstanding under this Agreement on and after the Closing Date.
Appears in 1 contract
L/C Commitment. (ia) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Banks Lenders set forth in Section 2.04(d)(i3.4(a), agrees to issue standby issue, amend, renew or extend, as the case may be, letters of credit (“Letters of Credit”) for the account of any Borrower or (with the Company (provided that any consent of the Administrative Agent, such Letter of Credit may consent not to be for the benefit of any Subsidiary designated by the Companyunreasonably withheld) its designee, on any Business Day during the period from and including Commitment Period other than the Effective Date to but not including the date that is five last ten (10) Business Days prior to the Commitment Termination Date thereof in such form as may be approved acceptable from time to time by such to the Issuing Lender; provided that such the Issuing Lender shall have no obligation to issue not issue, amend, renew or extend, as the case may be, any Letter of Credit if, after giving effect to such issuance, amendment, renewal or extension, (i) the Cdn Dollar Amount of the L/C Obligations would exceed the L/C SublimitCommitment, (ii) the aggregate amount Available Commitment of the Total Available Revolving Commitments any Lender would be less than zero or (iii) the L/C Obligations in respect sum of Letters the Aggregate Outstanding Revolving Extensions of Credit issued by such Issuing Lender would of all the Lenders shall exceed the L/C Commitment of such Issuing Lender. No Issuing Lender aggregate Commitments.
(other than an Affiliate of the Administrative Agentb) shall permit any such issuance (or any renewal, extension or amendment of a Each Letter of Credit resulting (i) shall be denominated in an increase Cdn Dollars or Dollars, (ii) shall be available by sight payment (rather than by acceptance, by deferred payment or by negotiation), (iii) shall be a standby letter of credit issued to support obligations of a Borrower, contingent or otherwise, incurred in the amount ordinary course of any Letter of Creditbusiness and (iv) shall expire no later than ten (10) Business Days prior to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement. Termination Date.
(c) Each Letter of Credit shall (1) be denominated in Dollars subject to the Uniform Customs or the ISP and, to the extent not inconsistent therewith, the laws of the State of New York or any Alternative Currency other jurisdiction requested by the applicable Borrower and (2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior acceptable to the Commitment Termination Date, provided that any Letter of Credit with a one-year term may provide for Administrative Agent and the renewal thereof for additional one-year periods (which shall Issuing Lender in no event extend beyond the date referred to in clause (y) above)their sole discretion.
(iid) Each The Issuing Lender shall not at any time be obligated to issue issue, amend, renew or extend, as the case may be, any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
Appears in 1 contract
Sources: Credit Agreement (Kimco Realty Corp)