L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a), agrees to issue new letters of credit (“Letters of Credit”) for the account of the relevant Borrower on any Business Day from the Closing Date until the date that is ten Business Days prior to the 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 Commitment or (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and 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 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, 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 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 (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 if the relevant 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; 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 an Issuing Lender 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 purposes set forth in Section 10.2(c).
Appears in 1 contract
Sources: Revolving Credit Agreement (Dominion Resources Inc /Va/)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a3.4(a), agrees to issue new standby letters of credit (“"Letters of Credit”") for the account of the relevant Borrower on any Business Day from the Closing Date until through but not including the date that is ten Business Days prior to the 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 Commitment or (iib) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Utilized Revolving Commitments would be greater than the Revolving Loan CommitmentsAggregate Commitment. Each Letter of Credit shall (i) be denominated in DollarsDollars in a minimum amount of $100,000 or such lesser amount as the Issuing Lender may approve, (ii) have be a face amount standby letter of at least $1,000,000 credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (unless otherwise agreed by iii) expire on a date no more than twelve (12) months after the applicable Issuing Lender) and expire date of issuance or last renewal of such Letter of Credit, which date 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 Revolving Credit Maturity Date; providedprovided that each Letter of Credit initially expiring by its terms more than one year prior to the Revolving Credit Maturity Date may provide that it will be automatically extended for an additional term of twelve (12) months or less (with identical terms as the initial Letter of Credit including, thatbut not limited to, the fees payable on such Letter of Credit) upon its expiration with no additional action on the part of the Borrower and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to 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 one such issuance would conflict with, or more cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall at also include extensions or modifications of any time have an expiry date that is later than the Maturity Date, 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 outstanding Letters of Credit, if unless the relevant 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 (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 if the relevant 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; 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 an Issuing Lender 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 purposes set forth in Section 10.2(c)context otherwise requires.
Appears in 1 contract
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 5.4(a3.4(a), agrees to issue new letters of credit (“Letters of Credit”) for the account of the relevant Borrower and the Co-Borrower, as the case may be, on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Commitment 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 Commitment or Commitment, (ii) the aggregate amount of the Utilized Available Revolving Commitments would be greater less than zero or (iii) the Revolving Loan Commitmentsaggregate outstanding amount of Letters of Credit issued by it would exceed (x) $30,000,000, in the case of JPMorgan Chase Bank, N.A., (y) $10,000,000, in the case of Fifth Third Bank and (z) $10,000,000, in the case of KeyBank National Association. Each Letter of Credit shall (i) be denominated in Dollars, Dollars or another Acceptable Currency and (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and 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 Maturity Revolving Termination Date; provided, that, if one or more Letters provided that (1) any Letter of Credit shall at any time may have an expiry date that is later than the Maturity Datedate referred to in clause (y) above if no later than the 30th day prior to the Revolving Termination Date (or for any Letters of Credit issued after such date, the relevant date of issuance), the Borrower shall, not later than (i) five days preceding the Maturity Date, shall 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 Rating in effect is at least BBB-as published opened by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent an amount equal to 105% of the L/C Obligations with respect to such Letters of Credit if the relevant 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; provided, further, that the obligations under this Section 5 in respect aggregate then undrawn and unexpired amount of such Letters of Credit and (2) 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, as long as the requirements under clause (1) are satisfied, the first anniversary of the Revolving Termination Date)).
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) The parties hereto agree that the Existing Letters of Credit will automatically, without any further action on the part of any Person, be deemed to be Letters of Credit hereunder issued hereunder on the Restatement Date for the account of the Borrower. Without limiting the foregoing (i) each such Existing Letter of Credit shall be included in the Borrowers shall survive calculation of the Maturity Date L/C Obligations, (ii) all liabilities of the Borrower and shall remain in effect until no the other Loan Parties with respect to such Existing Letters of Credit remain outstanding shall constitute Obligations and (iiiii) each Lender shall be reinstated, have reimbursement obligations with respect to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrowers by an Issuing Lender 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 purposes set forth Existing Letters of Credit as provided in Section 10.2(c)3.4.
Appears in 1 contract
Sources: Credit Agreement (Allscripts Healthcare Solutions, Inc.)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Applicable Issuing LenderParty, in reliance on the agreements of the other Lenders set forth in Section 5.4(aSections 3.4(a) and 3.8(b), agrees to issue new letters of credit (“Letters of Credit”) for the account of the relevant Borrower Borrowers on any Business Day from during the Closing Date until Commitment Period (i) in the date that is ten Business Days prior to the Maturity 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 Commitment or (ii) the aggregate amount of the Utilized Revolving Available Commitments would be greater less than zero and, provided, further, that, if any Issuing Lender shall issue any Fronted Letter of Credit that results in the Revolving Loan Commitmentsaggregate amount of the Available Commitments being less than zero without having received prior written confirmation from the Administrative Agent that the 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 (i) be denominated in Dollars, Dollars or Pounds Sterling and (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and 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 Maturity Termination Date; provided, that, if one or more Letters 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.
(b) No Applicable Issuing Party shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than issue (i) five days preceding any Letter of Credit if such issuance would conflict with, or cause such Applicable Issuing Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Secured Letter of Credit on behalf of any Borrower if (x) 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 then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations with respect after giving effect to the issuance of such Letters 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, if the relevant Borrower’s Rating in effect is at least BBB-as published Applicable Issuing Party shall obtain confirmation from the Administrative Agent that the requirements imposed by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or clause (ii) fifteen days of the 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 if the relevant 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; 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 sentence 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 an Issuing Lender 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 purposes set forth in Section 10.2(c)satisfied.
Appears in 1 contract
L/C Commitment. (a) As of the Closing Restatement Effective Date, the existing letters of credit set forth on Schedule 5.1 (“Existing Letters of Credit”) shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a), agrees to issue new standby letters of credit (“Letters of Credit”) for the account of any Borrower requesting the relevant same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day from the Closing Restatement Effective Date until the date that is ten Business Days prior to the 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 Commitment or (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan CommitmentsCommitments or (iii) the Utilized Revolving Commitments of such Borrower would exceed such ▇▇▇▇▇▇▇▇’s Sublimit. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $1,000,000 100,000 (unless otherwise agreed by the applicable Issuing Lender) and 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 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, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit cash collateralize in a cash collateral account established accordance with the Administrative AgentSection 5.9, on terms and conditions satisfactory to the Administrative AgentAgent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB-BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ Moody’s and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, deposit cash collateralize in a cash collateral account established 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 if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ Moody’s or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrowers relevant Borrower shall survive the Maturity Date and shall remain in effect until no such Letters of Credit for such Borrower 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 relevant Borrower by an Issuing Lender 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 purposes set forth in Section 10.2(c).
(b) No Issuing Lender shall 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.
(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in the Schedule 1.1. The Maximum L/C Commitment of any Issuing Lender that agrees to change its Maximum L/C Commitment or that becomes an Issuing Lender after the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Borrowers and such Issuing Lender, subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed). In no event shall any Issuing Lender be obligated to increase its Maximum L/C Commitment upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the Maximum L/C Commitment of each Issuing Lender shall be automatically reduced pro rata.
Appears in 1 contract
Sources: Revolving Credit Agreement (Dominion Energy South Carolina, Inc.)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a), agrees to issue new letters of credit (“Letters of Credit”) for the account of the relevant Borrower on any Business Day from the Closing Date until the date that is ten Business Days prior to the 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 Commitment or Commitment, (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan CommitmentsCommitments or (iii) unless the applicable Issuing Lender shall otherwise consent hereto, the aggregate amount of all outstanding Letters of Credit issued by WBNA or any other Lender, each as Issuing Lender, would exceed 50% of the L/C Commitment. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and 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 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, 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 Rating senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB-BBB- as published by S&P, S&P and is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch 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 if the relevant Borrower’s Rating senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P, S&P or is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch▇; 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 an the Issuing Lender 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 purposes set forth in Section 10.2(c).
Appears in 1 contract
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 5.4(a3.4(a), agrees to issue new letters of credit (“Letters of Credit”) (x) upon the request of the U.S. Borrower, for the account of the relevant Borrower U.S. Borrower, any Domestic Subsidiary or any Canadian Subsidiary, in each case on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Commitment 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 Commitment or Commitment, (ii) the L/C Obligations in respect of Letters of Credit issued by it would exceed $20,000,000, (iii) the aggregate amount of the Utilized Available Revolving Commitments would be greater less than zero or (iv) with respect to any Lender, the sum of (x) the Swingline Exposure of such Lender (in its capacity as the Swingline Lender (if applicable) and a Revolving Loan CommitmentsLender), (y) the aggregate principal amount of the Dollar Equivalent of the outstanding Revolving Loans made by such Lender and (z) the L/C Exposure of such Lender would exceed its Revolving Commitment then in effect. Each Letter of Credit shall (i) (x) be denominated in Dollars, Dollars or an Acceptable Foreign Currency and (iiy) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and 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 Maturity Revolving Termination Date; provided, that, if one or more Letters 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 (2) above); provided further that any Letter of Credit may (notwithstanding clause (2) or the immediately preceding proviso above) expire after the date that is five Business Days prior to the Revolving Termination Date so long as the Issuing Lender has approved such expiration date and such Letter of Credit is cash collateralized or otherwise backstopped in a manner reasonably acceptable to the Issuing Lender at least eight Business Days prior to the Revolving Termination Date.
(b) Subject to the terms and conditions hereof, each Existing Letter of Credit shall, effective as of the Restatement Effective Date, and without further action by any Borrower, be continued as a Letter of Credit hereunder, and from and after the Restatement Effective Date shall be deemed to be a Letter of Credit for all purposes hereof and shall be subject to and governed by the terms and conditions hereof.
(c) The Issuing Lender shall not at any time have an expiry date that is later than be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Maturity Date, 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 Issuing Lender or any L/C Obligations with respect Participant to such Letters exceed any limits imposed by, any applicable Requirement of Credit, if the relevant 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 (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 if the relevant 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; 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 an Issuing Lender 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 purposes set forth in Section 10.2(c)Law.
Appears in 1 contract
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other L/C Tranche Lenders set forth in Section 5.4(a3.4(a), agrees to issue new letters of credit and bank guarantees (each a “Letters Letter of Credit”) under the L/C Tranche Facility for the account of a Loan Party or a Subsidiary of a Loan Party (the relevant Borrower “Applicable Account Party”) on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Commitment Period of such Issuing Lender in such form as may be approved from time to time by such Issuing Lenderreasonable and customary for the purpose thereof; provided provided, that such (i) 509265-1725-11432-13209999 no Applicable Account Party shall request, and no Issuing Lender shall have no obligation be required to issue issue, any Letter of Credit 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 Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender's L/C Obligations Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit would exceed the Total L/C Tranche Commitment then in effect, (C) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt would exceed the Borrowing Base at such date, (D) the Total Consolidated GMF Exposure would exceed $4 billion or (E) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total L/C Tranche Extensions of Credit other than Letters of Credit denominated in Optional Currencies would exceed the Total L/C Tranche Commitments then in effect and (ii) the aggregate amount Company shall be jointly and severally liable with respect to each Letter of Credit issued for the Utilized Revolving Commitments would be greater account of an Applicable Account Party (other than the Revolving Loan CommitmentsCompany). Each Letter of Credit shall (ix) be denominated in Dollars, Dollars or any Optional Currency and (iiy) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and expire no later than the earlier of (x) the first anniversary of its date of issuance and (yA) the date that is one year after the date of issuance of such Letter of Credit and (B) five Business Days prior to the Maturity DateTermination Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in foregoing clause (B), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) or (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender. Any such Collateralization of a Letter of Credit provided by a Loan Party or Applicable Account Party, as applicable, with respect to a Letter of Credit, together with accrued interest or earnings thereon, shall be terminated and (to the extent not applied to satisfy L/C Obligations) released to such Loan Party or Applicable Account Party, as applicable, as soon as practicable after the expiration or other termination of such Letter of Credit and the reimbursement of any amount drawn thereunder; provided, that, if one so long as such 100% margin is maintained, the accrued interest or more Letters of Credit earnings on such Collateralization shall be released to the Loan Party or Applicable Account Party, as applicable, at any time and from time to time upon its request therefor.
(b) No Issuing Lender shall at any time have an expiry date that is later than the Maturity Datebe obligated to issue any Letter of Credit if such issuance would conflict with, 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 or cause such Issuing Lender or any L/C Obligations with respect Participant to such Letters exceed any limits imposed by, any applicable Requirement of Credit, if the relevant 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 (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 if the relevant 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; 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 an Issuing Lender 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 purposes set forth in Section 10.2(c)Law.
Appears in 1 contract
Sources: Revolving Credit Agreement (General Motors Financial Company, Inc.)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a3.4(a), agrees to issue new standby letters of credit (“Letters of Credit”) for the account of the relevant Borrower on any Business Day from the Closing Date until through but not including the date that is ten fifth (5th) Business Days Day prior to the 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 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 Commitment or (iib) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed an amount equal to the Utilized Revolving Commitments would be greater than lesser of (i) the Revolving Loan CommitmentsCommitment of all Lenders and (ii) the Advance Rate. Each Letter of Credit shall (i) be denominated a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in Dollarsthe ordinary course of business, (ii) have expire on a face amount date no more than twelve (12) months after the date of at least $1,000,000 issuance or last renewal of such Letter of Credit (unless otherwise agreed by provided that any Letter of Credit with a one-year tenor may provide for the applicable automatic renewal thereof for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender) and expire ), which date 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 Maturity Date and (iii) be subject to ISP98, as set forth in the Letter of Credit 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; provided, that, if one or more each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. The Issuing Lender shall not at any time have an expiry date that is later than be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Maturity Date, 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 Issuing Lender or any L/C Obligations Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to such Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, if unless the relevant 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 (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 if the relevant 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; 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 an Issuing Lender 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 purposes set forth in Section 10.2(c)context otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (Medimmune Inc /De)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 (“Existing Letters of Credit”) shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a), agrees to issue new letters of credit (“Letters of Credit”) for the account of any Borrower requesting the relevant same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day from the Closing Date until the date that is ten Business Days prior to the 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 Commitment or (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan CommitmentsCommitments or (iii) the Utilized Revolving Commitments of such Borrower would exceed such Borrower’s Sublimit. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $1,000,000 100,000 (unless otherwise agreed by the applicable Issuing Lender) and 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 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, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit cash collateralize in a cash collateral account established accordance with the Administrative AgentSection 5.9, on terms and conditions satisfactory to the Administrative AgentAgent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB-BBB- as published by S&P, is at least Baa3 as published by ▇M▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, deposit cash collateralize in a cash collateral account established 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 if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇M▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrowers relevant Borrower shall survive the Maturity Date and shall remain in effect until no such Letters of Credit for such Borrower 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 relevant Borrower by an Issuing Lender 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 purposes set forth in Section 10.2(c).
Appears in 1 contract
Sources: Revolving Credit Agreement (Dominion Energy South Carolina, Inc.)
L/C Commitment. (axxii) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 5.4(a3.4(a), agrees to issue new letters of credit (“Letters of Credit”) (x) upon the request of the U.S. Borrower, for the account of the relevant Borrower U.S. Borrower, any Domestic Subsidiary or any Canadian Subsidiary, in each case on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Commitment 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 Commitment or Commitment, (ii) the L/C Obligations in respect of Letters of Credit issued by it would exceed $20,000,000, (iii) the aggregate amount of the Utilized Available Revolving Commitments would be greater less than zero or (iv) with respect to any Lender, the sum of (x) the Swingline Exposure of such Lender (in its capacity as the Swingline Lender (if applicable) and a Revolving Loan CommitmentsLender), (y) the aggregate principal amount of the Dollar Equivalent of the outstanding Revolving Loans made by such Lender and (z) the L/C Exposure of such Lender would exceed its Revolving Commitment then in effect. Each Letter of Credit shall (i) (x) be denominated in Dollars, Dollars or an Acceptable Foreign Currency and (iiy) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and 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 Maturity Revolving Termination Date; provided, that, if one or more Letters 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 (2) above); provided further that any Letter of Credit may (notwithstanding clause (2) or the immediately preceding proviso above) expire after the date that is five Business Days prior to the Revolving Termination Date so long as the Issuing Lender has approved such expiration date and such Letter of Credit is cash collateralized or otherwise backstopped in a manner reasonably acceptable to the Issuing Lender at least eight Business Days prior to the Revolving Termination Date.
(a) Subject to the terms and conditions hereof, each Existing Letter of Credit shall, effective as of the Restatement Effective Date, and without further action by any Borrower, be continued as a Letter of Credit hereunder, and from and after the Restatement Effective Date shall be deemed to be a Letter of Credit for all purposes hereof and shall be subject to and governed by the terms and conditions hereof.
(b) The Issuing Lender shall not at any time have an expiry date that is later than be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Maturity Date, 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 Issuing Lender or any L/C Obligations with respect Participant to such Letters exceed any limits imposed by, any applicable Requirement of Credit, if the relevant 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 (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 if the relevant 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; 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 an Issuing Lender 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 purposes set forth in Section 10.2(c)Law.
Appears in 1 contract
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4(a)Sections 2.08 and 2.09, agrees to issue new provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the relevant Borrower Master Issuer or its designee on any Business Day from during the period commencing on the Series 2017-1 Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that such Issuing Lender the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of Series 2017-1 Class A-1 Outstanding Principal Amount would exceed the Utilized Revolving Commitments would be greater than the Revolving Loan CommitmentsSeries 2017-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars, (iiy) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the applicable Issuing LenderMaster Issuer and the L/C Provider and (z) and expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Maturity Commitment Termination Date (the “Required Expiration Date”); providedprovided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, thateach individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if one or more Letters earlier, as specified in such Letter of Credit) that such Letter of Credit shall at not be renewed; provided further that any time Letter of Credit may have an expiry expiration date that is later than the Maturity Date, Required Expiration Date so long as (x) the relevant Borrower shall, not later than (i) five days preceding Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Maturity Date, deposit Master Issuer in a cash collateral account established accordance with Section 4.02 or 4.03 as of the Administrative Agent, on terms Required Expiration Date and conditions satisfactory to the Administrative Agent, an amount equal to the there are no other outstanding L/C Obligations with respect to such Letters Letter of Credit as of the Required Expiration Date and (y) such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, on its behalf, and (B) the Control Party as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(b) On the terms and conditions set forth in the Indenture and this Agreement, if and in reliance on the relevant Borrower’s Rating in effect is at least BBBcovenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2017-as published by S&P1 Class A-1 L/C Note, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding which the Maturity Master Issuer shall deliver to the L/C Provider on the Series 2017-1 Closing Date. Such Series 2017-1 Class A-1 L/C Note shall be dated the Series 2017-1 Closing Date, deposit shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a cash collateral account established with the Administrative Agent an maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2017-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2017-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2017-1 Class A-1 L/C Note and shall be deemed to be Series 2017-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2017-1 Supplement, the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider either (i) provide a new Letter of Credit and (ii) provide a new “back-to-back” Letter of Credit to an existing letter of credit provider to secure a letter of credit in existence prior to the Series 2017-1 Closing Date, by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2017-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2017-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2017-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2017-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2017-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof).
(d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2017-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2017-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2017-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts.
(g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Letters of Credit if Affiliate and the relevant 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; provided, further, that the obligations under this Section 5 in respect issuance of such Letters Letter of Credit Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the L/C Provider or a Person selected by (iat the expense of the L/C Provider) the Borrowers Master Issuer shall survive the Maturity Date issue such Letter of Credit; provided that such Person and shall remain in effect until no issuance of such Letters Letter 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 an Issuing Lender 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 purposes set forth in Section 10.2(c).Credit
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (Dunkin' Brands Group, Inc.)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4(a)Sections 2.08 and 2.09, agrees to issue new provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the relevant Borrower Master Issuer or its designee on any Business Day from during the period commencing on the Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that such Issuing Lender the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of Series 2022-1 Class A-1 Outstanding Principal Amount would exceed the Utilized Revolving Commitments would be greater than the Revolving Loan CommitmentsSeries 2022-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars, (iiy) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the applicable Issuing LenderMaster Issuer and the L/C Provider and (z) and expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Maturity Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, thatfurther, if one or more Letters that any Letter of Credit shall at any time may have an expiry expiration date that is later than the Maturity Date, Required Expiration Date so long as (x) the relevant Borrower shall, not later than (iUndrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in accordance with Section 4.02(b) five days preceding or 4.03 as of the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms Required Expiration Date and conditions satisfactory to the Administrative Agent, an amount equal to the there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2022-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Closing Date. Such Series 2022-1 Class A-1 L/C Note shall be dated the Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2022-1 Class A-1 L/C Note and shall be deemed to be Series 2022-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2022-1 Supplement, the outstanding principal amount evidenced by the Series 2022-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2022-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2022-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2022-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof).
(d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2022-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2022-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2022-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts.
(g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the L/C Provider or a Person selected by (at the expense of the L/C Provider) the Master Issuer shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Master Issuer being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the relevant Borrower’s Rating in effect Person is a U.S. commercial bank that has, at least BBBthe time of the issuance of such Letter of Credit, (i) a short-as published by S&P, is at least Baa3 as published by term certificate of deposit rating of not less than “P-2” from ▇▇▇▇▇’▇ and is at least BBB- as published “A-2” from S&P and, if it has a rating by Fitch or KBRA, KBRA, and (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 long-term unsecured debt rating of Credit if the relevant Borrower’s Rating in effect is lower not less than BBB- as published by S&P, is lower than Baa3 as published by “Baa2” from ▇▇▇▇▇’▇ or is lower than BBB- “BBB” from S&P and, if it has a rating by KBRA, KBRA; provided that for purposes of this L/C Issuing Bank Rating Test, an L/C Provider will be deemed to have the short-term debt credit rating or the long-term debit credit rating, as published by Fitch; providedapplicable, further, that the obligations under this Section 5 in respect of such Letters L/C Provider or any guarantor (or confirming bank) 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 an Issuing Lender 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 purposes set forth in Section 10.2(c)L/C Provider.
Appears in 1 contract
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4(a)Sections 2.08 and 2.09, agrees to issue new provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the relevant Borrower Issuer on any Business Day from during the period commencing on the Series 2019-3 Closing Date until and ending on the date that is ten Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that such Issuing Lender the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of Series 2019-3 Class A-1 Outstanding Principal Amount would exceed the Utilized Revolving Commitments Series 2019-3 Class A-1 Notes Maximum Principal Amount or (iii) the Series 2019-3 Class A-1 Outstanding Principal Amount attributable to the L/C Provider (in its capacity as Committed Note Purchaser and L/C Provider) would be greater than the Revolving Loan Commitmentsexceed its Commitment Amount. Each Letter of Credit shall (ix) be denominated in Dollars, (iiy) have a face amount of at least $1,000,000 100,000 (unless otherwise agreed by the applicable Issuing LenderL/C Provider, together with a reasonable administrative fee to be agreed upon) and (z) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Maturity Commitment Termination Date (the “Required Expiration Date”); providedprovided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, thateach individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if one or more Letters earlier, as specified in such Letter of Credit) that such Letter of Credit shall at not be renewed; provided further that any time Letter of Credit may have an expiry expiration date that is later than the Maturity Date, Required Expiration Date so long as either (x) the relevant Borrower shall, not later than (i) five days preceding Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Maturity Date, deposit Issuer in a cash collateral account established accordance with Section 4.02 or 4.03 as of the Administrative Agent, on terms Required Expiration Date and conditions satisfactory to the Administrative Agent, an amount equal to the there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the relevant Borrower’s Rating L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in effect is respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, or such other Account, as permitted pursuant to the terms of the Indenture. The L/C Provider shall not at least BBB-as published by S&Pany time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (iiII) fifteen days preceding amend any Letter of Credit hereunder if (1) the Maturity L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the initial Series 2019-3 Class A-1 L/C Note, which the Issuer shall deliver to the L/C Provider on the Series 2019-3 Closing Date. Such initial Series 2019-3 Class A-1 L/C Note shall be dated the Series 2019-3 Closing Date, deposit shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a cash collateral account established with the Administrative Agent an maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2019-3 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2019-3 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2019-3 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2019-3 Class A-1 L/C Note and shall be deemed to be Series 2019-3 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2019-3 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2019-3 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2019-3 Class A-1 L/C Note. The L/C Provider and the Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letter of credit set forth on Schedule IV hereto shall be deemed a Letter of Credit provided and issued by the L/C Provider hereunder as of the Series 2019-3 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2019-3 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2019-3 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2019-3 Class A-1 Outstanding Principal Amount would not exceed the Series 2019-3 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof).
(d) The Issuer shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the Series 2019-3 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2019-3 Class A-1 Notes Fee Letter and subject to the Priority of Payments.
(e) [Reserved].
(f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(g) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Series 2019-3 Class A-1 Outstanding Principal Amounts, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts.
(h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Letters of Credit if Affiliate. If the relevant Borrower’s L/C Issuing Bank Rating in effect Test is lower than BBB- as published by S&Pnot satisfied with respect to such Affiliate, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; 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 an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied a Person selected by the Administrative Agent in Issuer (at the manner expense of the L/C Provider) shall issue such Letter of Credit; provided that such Person and for the purposes set forth in Section 10.2(c).issuance of
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (Driven Brands Holdings Inc.)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4(a)Sections 2.08 and 2.09, agrees to issue new provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the relevant Borrower Master Issuer or its designee on any Business Day from during the period commencing on the Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that such Issuing Lender the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of Series 2018-1 Class A-1 Outstanding Principal Amount would exceed the Utilized Revolving Commitments would be greater than the Revolving Loan CommitmentsSeries 2018-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars, (iiy) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the applicable Issuing LenderMaster Issuer and the L/C Provider and (z) and expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Maturity Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, thatfurther, if one or more Letters that any Letter of Credit shall at any time may have an expiry expiration date that is later than the Maturity Date, Required Expiration Date so long as (x) the relevant Borrower shall, not later than (iUndrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in accordance with Section 4.02(b) five days preceding or 4.03 as of the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms Required Expiration Date and conditions satisfactory to the Administrative Agent, an amount equal to the there are no other outstanding L/C Obligations with respect to such Letters Letter of Credit as of the Required Expiration Date and (y) such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(b) On the terms and conditions set forth in the Indenture and this Agreement, if and in reliance on the relevant Borrower’s Rating in effect is at least BBBcovenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2018-as published by S&P1 Class A-1 L/C Note, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding which the Maturity Master Issuer shall deliver to the L/C Provider on the Closing Date. Such Series 2018-1 Class A-1 L/C Note shall be dated the Closing Date, deposit shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a cash collateral account established with the Administrative Agent an maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2018-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2018-1 Class A-1 L/C Note and shall be deemed to be Series 2018-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2018-1 Supplement, the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2018-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2018-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2018-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof).
(d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2018-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2018-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2018-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts.
(g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Letters Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the L/C Provider or a Person selected by (at the expense of the L/C Provider) the Master Issuer shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit if satisfies the relevant Borrower’s L/C Issuing Bank Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ Test (the L/C Provider (or is lower than BBB- as published by Fitch; 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 an Issuing Lender 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 purposes set forth in Section 10.2(c).Affiliate of
Appears in 1 contract
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4(a)Sections 2.08 and 2.09, agrees to issue new provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of either or both of the relevant Borrower IssuerCo-Issuers on any Business Day from during the period commencing on the Series 2019-3 Closing Date until and ending on the date that is ten Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that such Issuing Lender the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of Series 2019-3 Class A-1 Outstanding Principal Amount would exceed the Utilized Revolving Commitments Series 2019-3 Class A-1 Notes Maximum Principal Amount or (iii) the Series 2019-3 Class A-1 Outstanding Principal Amount attributable to the L/C Provider (in its capacity as Committed Note Purchaser and L/C Provider) would be greater than the Revolving Loan Commitmentsexceed its Commitment Amount. Each Letter of Credit shall (ix) be denominated in Dollars, (iiy) have a face amount of at least $1,000,000 100,000 (unless otherwise agreed by the applicable Issuing LenderL/C Provider, together with a reasonable administrative fee to be agreed upon) and (z) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Maturity Commitment Termination Date (the “Required Expiration Date”); providedprovided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, thateach individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if one or more Letters earlier, as specified in such Letter of Credit) that such Letter of Credit shall at not be renewed; provided further that any time Letter of Credit may have an expiry expiration date that is later than the Maturity Date, Required Expiration Date so long as either (x) the relevant Borrower shall, not later than (i) five days preceding Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Maturity Date, deposit IssuerCo-Issuers in a cash collateral account established accordance with Section 4.02 or 4.03 as of the Administrative Agent, on terms Required Expiration Date and conditions satisfactory to the Administrative Agent, an amount equal to the there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, if the relevant 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 (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent an amount equal arrangements satisfactory to the L/C Obligations Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letters Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit if the relevant 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; 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 cease to be returned deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Borrowers by an Issuing Lender after the Maturity Commitment Termination Date. Amounts held in such cash collateral account shall be held 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: Class a 1 Note Purchase Agreement (Driven Brands Holdings Inc.)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4(a)Sections 2.08 and 2.09, agrees to issue new provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the relevant Borrower any Co-Issuer or its designee on any Business Day from during the period commencing on the Series 2018-1 Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that such Issuing Lender the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment Commitment, or (ii) the aggregate amount of Series 2018-1 Class A-1 Outstanding Principal Amount would exceed the Utilized Revolving Commitments would be greater than the Revolving Loan CommitmentsSeries 2018-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars, (iiy) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the applicable Issuing LenderCo-Issuers and the L/C Provider and (z) and expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Maturity Commitment Termination Date (the “Required Expiration Date”); providedprovided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, thateach individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if one or more Letters earlier, as specified in such Letter of Credit) that such Letter of Credit shall at not be renewed; provided further that any time Letter of Credit may have an expiry expiration date that is later than the Maturity Date, Required Expiration Date so long as either (x) the relevant Borrower shall, not later than (i) five days preceding Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Maturity Date, deposit Co-Issuers in a cash collateral account established accordance with Section 4.02 or 4.03 as of the Administrative Agent, on terms Required Expiration Date and conditions satisfactory to the Administrative Agent, an amount equal to the there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the relevant Borrower’s Rating in effect L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. The L/C Provider shall not at least BBB-as published by S&Pany time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (iiII) fifteen days preceding amend any Letter of Credit hereunder if (1) the Maturity L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the Series 2018-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the L/C Provider on the Series 2018-1 Closing Date. Such Series 2018-1 Class A-1 L/C Note shall be dated the Series 2018-1 Closing Date, deposit shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a cash collateral account established with the Administrative Agent an maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2018-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2018-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2018-1 Class A-1 L/C Note and shall be deemed to be Series 2018-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2018-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Co-Issuers may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider) (an “Application”), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2018-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2018-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2018-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof).
(d) The Co-Issuers shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the Series 2018-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2018-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(e) [Reserved].
(f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(g) The Co-Issuers may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2018-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments.
(h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Letters Affiliate, and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate, and the issuance of such Letter of Credit, a Person selected by the Co-Issuers (at the expense of the Co-Issuers) shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) or such other Person selected by the Co-Issuers (at the expense of the Co-Issuers), in each case in its capacity as the issuer of such Letter of Credit being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the relevant Borrower’s Rating in effect Person is lower than BBB- as published by S&Pa U.S. commercial bank that has, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that at the obligations under this Section 5 in respect time of the issuance of such Letters Letter of Credit of Credit, (i) the Borrowers shall survive the Maturity Date and shall remain in effect until no such Letters a short-term certificate of Credit remain outstanding deposit rating of not less than “A-2” (or then equivalent grade) from S&P and (ii) each Lender shall a long-term unsecured debt rating of not less than “BBB” (or then equivalent grade) from S&P or such other minimum long-term unsecured debt rating as may be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is reasonably required to be returned to the Borrowers by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent beneficiary or beneficiaries of such proposed Letter of Credit. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Co-Issuers in order to have any letter of credit issued by a Person selected by the manner Co-Issuers pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and for such Person selected by the purposes set forth in Section 10.2(c)Co-Issuers be an “L/C Issuing Bank”.
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (Dine Brands Global, Inc.)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a), agrees to issue new letters of credit (“Letters of Credit”) for the account of any Borrower requesting the relevant same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day from the Closing Date until the date that is ten Business Days prior to the 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 Commitment or (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan CommitmentsCommitments or (iii) the Utilized Revolving Commitments of such Borrower would exceed such Borrower’s Sublimit. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and 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 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, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit cash collateralize in a cash collateral account established accordance with the Administrative AgentSection 5.9, on terms and conditions satisfactory to the Administrative AgentAgent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB-BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, deposit cash collateralize in a cash collateral account established 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 if the relevant 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; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrowers relevant Borrower shall survive the Maturity Date and shall remain in effect until no such Letters of Credit for such Borrower 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 relevant Borrower by an Issuing Lender 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 purposes set forth in Section 10.2(c).
Appears in 1 contract
Sources: Revolving Credit Agreement (Dominion Resources Inc /Va/)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4(a)Sections 2.08 and 2.09, agrees to issue new provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the relevant Borrower Co-Issuers on any Business Day from during the period commencing on the Series 2017-1 Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that such Issuing Lender the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of Series 2017-1 Class A-1 Outstanding Principal Amount would exceed the Utilized Revolving Commitments would be greater than the Revolving Loan CommitmentsSeries 2017-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars, (iiy) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the applicable Issuing LenderCo-Issuers and the L/C Provider and (z) and expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Maturity Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, thatfurther, if one or more Letters that any Letter of Credit shall at any time may have an expiry expiration date that is later than the Maturity DateRequired Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the relevant Borrower shallL/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee or the Control Party on its behalf to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not later than at any time be obligated to (iI) five days preceding provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the Maturity Date, deposit L/C Provider would have no obligation at such time to issue such Letter of Credit in a cash collateral account established with its amended form under the Administrative Agent, on terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(b) On the terms and conditions satisfactory set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2017-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the Administrative AgentL/C Provider on the Series 2017-1 Closing Date. Such initial Series 2017-1 Class A-1 L/C Note shall be dated the Series 2017-1 Closing Date, an shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2017-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2017-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2017-1 Class A-1 L/C Note and shall be deemed to be Series 2017-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2017-1 Supplement, the outstanding principal amount evidenced by the Series 2017-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Co-Issuers may (or shall cause the Manager on their behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2017-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2017-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2017-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2017-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2017-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof).
(d) The Co-Issuers shall jointly and severally pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2017-1 Class A1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 20171 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the account of the applicable L/C Issuing Bank the L/C Fronting Fees, if any, in accordance with the terms of the Series 2017-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(g) The Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amount.
(h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Letters Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the L/C Provider or a Person selected by (at the expense of the L/C Provider) the Co-Issuers shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Co-Issuers being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the relevant Borrower’s Rating in effect Person is a U.S. commercial bank that has, at least BBBthe time of the issuance of such Letter of Credit, (i) a short-as published by S&P, is at least Baa3 as published by term certificate of deposit rating of not less than “P-2” from ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or “A-2” from S&P and (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 long-term unsecured debt rating of Credit if the relevant Borrower’s Rating in effect is lower not less than BBB- as published by S&P, is lower than Baa3 as published by “Baa2” from ▇▇▇▇▇’▇ or is lower than BBB- “BBB” from S&P or such other minimum long-term unsecured debt rating as published may be reasonably required by Fitch; provided, further, that the obligations under this Section 5 in respect beneficiary of such Letters proposed Letter 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 an Issuing Lender 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 purposes set forth in Section 10.2(c)Credit.
Appears in 1 contract
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a), Lender agrees to issue new letters of credit (“Letters of Credit”) for the account of the relevant Borrower on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Letter of Credit 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 any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Commitment or (ii) the aggregate amount of the Utilized Available Revolving Commitments would be greater than the Revolving Loan CommitmentsCommitment at such time. Each Letter of Credit shall (i) be denominated in Dollars, or in the discretion of the Issuing Lender, a Foreign Currency; provided that (A) the Dollar Equivalent of each Letter of Credit denominated in Foreign Currency (each, a “Foreign Currency L/C”) shall be reported by the Issuing Bank to the Administrative Agent (unless the Administrative Agent is the Issuing Lender) promptly upon the issuance of such Foreign Currency L/C and monthly within seven (7) Business Days prior to the end of each month (including the month of issuance) or more frequently upon the request of the Administrative Agent and (B) the Dollar Equivalent of the aggregate face amount of all Foreign Currency L/Cs shall not exceed $20,000,000 at any time; and (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and 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 Letter of Credit Maturity Date; except that (A) 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) subject to the Borrower’s satisfaction of the conditions set forth in Section 5.2 at the time of any such renewal and (B) a Letter of Credit may expire on a date that is up to 365 days after the Letter of Credit Maturity Date (each such Letter of Credit, a “Holdover Letter of Credit”) if, on or before the date that is five (5) Business Days prior to the Letter of Credit Maturity Date, the Borrower provides to the Issuing Lender cash collateral in an amount equal to 105% of the Dollar Equivalent of the face amount of such Letter of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by the Issuing Lender in its sole discretion), to secure all of the Obligations relating to such Letter of Credit; provided that the Dollar Equivalent of the aggregate face amount of all Holdover Letters of Credit shall not exceed $50,000,000 at any time; and provided, further, that following the Letter of Credit Maturity Date, the Issuing Bank may recalculate the Dollar Equivalent of the face amount of any Foreign Currency L/C at any time and, to the extent that the cash collateral previously provided by the Borrower is equal to less than 105% of the Dollar Equivalent of the face amount of such Foreign Currency L/C plus all interest, fees, and costs due or to become due in connection therewith (as estimated by the Issuing Lender in its sole discretion), the Borrower shall immediately provide sufficient additional cash collateral to the Issuing Bank to make up for this shortfall. In addition, if the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the date that is five (5) Business Days prior to the Letter of Credit Maturity Date; provided, thathowever, that the L/C Issuer shall not permit any such extension if one (A) the L/C Issuer has determined that it would not be permitted, or more Letters would have no obligation, at such time to issue such Letter of Credit shall at any time have an expiry date in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is later than seven (7) Business Days before the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account established with Non-Extension Notice Date from the Administrative Agent, on terms any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and conditions satisfactory to the Administrative Agent, an amount equal to in each such case directing the L/C Obligations Issuer not to permit such extension.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if:
(i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law, including, without limitation, any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letters the Letter of CreditCredit any restriction, if reserve or capital requirement (for which the relevant Borrower’s Rating Issuing Lender is not otherwise compensated hereunder) not in effect is at least BBB-as published by S&Pon the Effective Date, is at least Baa3 as published by or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Lender in good ▇▇▇▇▇ ▇’▇▇▇▇ and is at least BBB- as published by Fitch or material to it;
(ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally;
(iii) except as otherwise agreed by the Administrative Agent and the Issuing Lender, the Letter of Credit is in an initial Dollar Equivalent stated amount equal less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit;
(iv) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of cash collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential fronting exposure 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 Obligations under Letters of Credit as to which the Issuing Lender has actual or potential fronting exposure, as it may elect in its sole discretion;
(v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount thereof after any drawing thereunder; or
(vi) subject to Section 3.1(a), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance thereof.
(c) Unless otherwise expressly agreed by the L/C Obligations with respect to such Letters Issuer and the Borrower when a Letter of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&Pissued (including any such agreement applicable to an Existing Letter of Credit), is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrowers rules of the ISP shall survive the Maturity Date and shall remain in effect until no such Letters apply to each standby Letter of Credit remain outstanding Credit, and (ii) the rules of UCP 600 at the time of issuance shall apply to each Lender commercial Letter of Credit.
(d) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be reinstateddeemed to be the Dollar Equivalent of stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the extent terms of any such cash collateralIssuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the application thereof or reimbursement in respect thereof is required amount of such Letter of Credit shall be deemed to be returned the maximum Dollar Equivalent of the stated amount of such Letter of Credit after giving effect to the Borrowers by an Issuing Lender after the Maturity Date. Amounts held all such increases, whether or not such maximum stated amount is in effect at such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)time.
Appears in 1 contract
Sources: Credit Agreement (Enernoc Inc)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a)5.4, agrees to issue new letters of credit (“Letters each a "Letter of Credit”") for the account of the relevant Borrower on any Business Day from the Closing Date until the date that is ten Business Days prior to the Maturity 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, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan CommitmentsCommitments or (iii) unless the applicable Issuing Lender shall otherwise consent thereto, the aggregate amount of all outstanding Letters of Credit issued by (A) Bank One or Barclays, each as Issuing Lender, would exceed 50% of the L/C Commitment or (B) SunTrust, as Issuing Lender, would exceed 33% of the L/C Commitment. Each Letter of Credit shall (ix) be denominated in Dollars, (iiy) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (z) 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 Maturity Dateissuance; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account established with opened by the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, Agent an amount equal to the L/C Obligations with respect to aggregate then undrawn and unexpired amount of such Letters of Credit, if the relevant Borrower’s Rating 's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB-BBB- as published by S&P, S&P and is at least Baa3 as published by ▇▇▇▇▇’'▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with opened by the Administrative Agent an amount equal to the L/C Obligations with respect to aggregate then undrawn and unexpired amount of such Letters of Credit if the relevant Borrower’s Rating 's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P, S&P or is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; 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 an Issuing Lender 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 purposes set forth in Section 10.2(c).
Appears in 1 contract
Sources: 364 Day Credit Agreement (Consolidated Natural Gas Co/Va)
L/C Commitment. (a) As of Prior to the Closing Date, the existing letters Existing Issuing Lender has issued the Existing Letters of credit set forth on Schedule 5.1 Credit under the Existing Credit Agreement, which, from and after the Closing Date, shall be deemed constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other LC/Swing Line Revolving Lenders set forth in Section 5.4(a4.4(a), agrees to issue new letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 4, the “Letters of Credit”) for the account of the relevant Borrower on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Facility Commitment 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 any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the outstanding L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the sum of (x) the L/C Obligations plus (y) the aggregate principal amount of Swing Line Loans outstanding at any time, plus (z) the aggregate amount of LC/Swing Line Revolving Loans then outstanding would exceed the Utilized LC/Swing Line Revolving Commitments Commitment or (iii) the sum of (x) the L/C Obligations, plus (y) the aggregate principal amount of Swing Line Loans outstanding at any time plus (z) the aggregate amount of Revolving Credit Loans then outstanding would be greater than exceed the Total Revolving Loan CommitmentsCredit Commitment. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and 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 Maturity Revolving Facility Termination Date; provided, that, if one or more Letters provided that any Letter of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in with 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 Rating in effect is at least BBBone-as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch 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 if the relevant 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; 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 an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and year term may provide for the purposes set forth renewal thereof for additional one-year periods (which shall in Section 10.2(cno event extend beyond the date referred to in clause (y) above).
Appears in 1 contract
Sources: First Lien Credit Agreement (Six Flags Entertainment Corp)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4(a)Sections 2.08 and 2.09, agrees to issue new provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the relevant Borrower Co-Issuers on any Business Day from during the period commencing on the Series 2019-1 Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that such Issuing Lender the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of Series 2019-1 Class A-1 Outstanding Principal Amount would exceed the Utilized Revolving Commitments would be greater than the Revolving Loan CommitmentsSeries 2019-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars, (iiy) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the applicable Issuing LenderCo-Issuers and the L/C Provider and (z) and expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Maturity Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, thatfurther, if one or more Letters that any Letter of Credit shall at any time may have an expiry expiration date that is later than the Maturity DateRequired Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the relevant Borrower shallL/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee or the Control Party on its behalf to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not later than at any time be obligated to (iI) five days preceding provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the Maturity Date, deposit L/C Provider would have no obligation at such time to issue such Letter of Credit in a cash collateral account established with its amended form under the Administrative Agent, on terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(b) On the terms and conditions satisfactory set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2019-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the Administrative AgentL/C Provider on the Series 2019-1 Closing Date; provided that, if such Series 2019-1 Class A-1 L/C Note is an Uncertificated Note, the Trustee shall instead register it as described in Section 4.01(f) of the Series 2019-1 Supplement. Such initial Series 2019-1 Class A-1 L/C Note shall be dated the Series 2019-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2019-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2019-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2019-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2019-1 Class A-1 L/C Note and shall be deemed to be Series 2019-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2019-1 Supplement, the outstanding principal amount evidenced by the Series 2019-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Co-Issuers may (or shall cause the Manager on their behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2019-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2019-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2019-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2019-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2019-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof).
(d) The Co-Issuers shall jointly and severally pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2019-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2019-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the account of the applicable L/C Issuing Bank the L/C Fronting Fees, if any, in accordance with the terms of the Series 2019-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(g) The Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amount.
(h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Letters Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the L/C Provider or a Person selected by (at the expense of the L/C Provider) the Co-Issuers shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Co-Issuers being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the relevant Borrower’s Rating in effect Person is a U.S. commercial bank that has, at least BBBthe time of the issuance of such Letter of Credit, (i) a short-as published by S&P, is at least Baa3 as published by term certificate of deposit rating of not less than “P-2” from ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or “A-2” from S&P and (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 long-term unsecured debt rating of Credit if the relevant Borrower’s Rating in effect is lower not less than BBB- as published by S&P, is lower than Baa3 as published by “Baa2” from ▇▇▇▇▇’▇ or is lower than BBB- “BBB” from S&P or such other minimum long-term unsecured debt rating as published may be reasonably required by Fitch; provided, further, that the obligations under this Section 5 in respect beneficiary of such Letters proposed Letter 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 an Issuing Lender 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 purposes set forth in Section 10.2(c)Credit.
Appears in 1 contract
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, ------------------- each of the Issuing LenderLenders, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 5.4(a4.3(a), agrees to issue new letters of credit (“"Letters of Credit”") for the account of any of the relevant Borrowers (the ----------------- Borrower for whose account such Letter of Credit shall have been issued, the "Account Party") on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Credit Commitment ------------- 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 for the account of any Borrower if, after giving effect to such issuance, issuance (i) the Dollar Equivalent of the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Utilized Available Revolving Credit Commitments would be greater less than zero, (iii) in the case of a Letter of Credit requested to be issued in an Optional Currency, the Dollar Equivalent of the Total Revolving Loan CommitmentsExtensions of Credit with respect to such Optional Currency would exceed the Currency Maximum with respect to any Optional Currency or (iv) the Dollar Equivalent of the Total Revolving Extensions of Credit with respect to such Borrowing Subsidiary would exceed such Borrowing Subsidiary's Designated Maximum. Each Letter of Credit shall (i) be denominated in Dollars, Dollars or any Optional Currency and (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and 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 Maturity Scheduled Revolving Credit Termination Date; provided, that, if one or more Letters provided that any -------- Letter of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in with 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 Rating in effect is at least BBBone-as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch 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 if the relevant 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; 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 an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and year term may provide for the purposes set forth renewal thereof for additional one-year periods (which shall in Section 10.2(cno event extend beyond the date referred to in clause (y) above).
Appears in 1 contract
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a), agrees to issue new letters of credit (“Letters of Credit”) for the account of any Borrower requesting the relevant same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day from the Closing Date until the date that is ten Business Days prior to the 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 Commitment or (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan CommitmentsCommitments or (iii) the Utilized Revolving Commitments of such Borrower would exceed such Borrower’s Sublimit. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $1,000,000 100,000 (unless otherwise agreed by the applicable Issuing Lender) and 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 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, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit cash collateralize in a cash collateral account established accordance with the Administrative AgentSection 5.9, on terms and conditions satisfactory to the Administrative AgentAgent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB-BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, deposit cash collateralize in a cash collateral account established 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 if the relevant 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; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrowers relevant Borrower shall survive the Maturity Date and shall remain in effect until no such Letters of Credit for such Borrower 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 relevant Borrower by an Issuing Lender 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 purposes set forth in Section 10.2(c).
(b) No Issuing Lender shall 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.
(c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” of any Issuing Lender that becomes an Issuing Lender after the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro rata.
Appears in 1 contract
Sources: Revolving Credit Agreement (Dominion Resources Inc /Va/)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a), agrees to issue new letters of credit (“Letters of Credit”) for the account of the relevant Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower on any Business Day from the Closing Date until the date that is ten Business Days prior to the 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 Commitment or (ii) the aggregate amount of the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $1,000,000 100,000 (unless otherwise agreed by the applicable Issuing Lender) and 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 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, the relevant Borrower shall, not later than (iA) five days preceding the Maturity Date, deposit cash collateralize in a cash collateral account established accordance with the Administrative AgentSection 5.9, on terms and conditions satisfactory to the Administrative AgentAgent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB-BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (iiB) fifteen days preceding the Maturity Date, deposit cash collateralize in a cash collateral account established 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 if (1) the relevant 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 Borrowers Borrower shall survive the Maturity Date and shall remain in effect until no such Letters of Credit for the Borrower 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 Borrower by an Issuing Lender 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 purposes set forth in Section 10.2(c).
Appears in 1 contract
Sources: Revolving Credit Agreement (Dominion Energy Midstream Partners, LP)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Tranche 1 Revolving Lenders set forth in Section 5.4(a3.4(a), agrees to issue new letters of credit (“Letters of Credit”) for the account of the relevant Borrower on any Business Day from before the Closing Date until the date that is ten fifth Business Days Day prior to the Maturity Termination Date in such form as may be approved from time to time by such the relevant 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 Commitment or Commitment, (ii) the aggregate amount of the Utilized Revolving Extensions of Credit of the Tranche 1 Lenders outstanding at such time would exceed the aggregate amount of Tranche 1 Revolving Commitments in effect at such time, (iii) the Total Revolving Extensions of Credit denominated in Canadian Dollars would be greater than exceed the Canadian Dollar Equivalent of US$150,000,000 or (iv) the Total Revolving Loan CommitmentsExtensions of Credit denominated in Euros would exceed the Euro Equivalent of US$200,000,000. Each Letter of Credit shall (i) be denominated denominated, at the relevant Borrower’s option, in US Dollars, Euros or Canadian Dollars and (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and 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 Maturity Date; providedlatest Termination Date under the Tranche 1 Revolving Commitments, that, if one or more Letters provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(b) An Issuing Lender shall not at any time have an expiry 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.
(c) On the date that is later than the Maturity Dateon which a Change of Control shall occur, the relevant Borrower shall, not later than (i) five days preceding the Maturity Datewith respect to outstanding L/C Obligations, deposit in a cash collateral non-interest bearing account established with the Administrative Agent, on terms and conditions satisfactory to opened by the Administrative Agent, an amount of cash equal to the such outstanding L/C Obligations, which amount held in such account shall be held as collateral security for such Borrower’s Obligations with respect to such the related Letters of Credit, if the relevant Borrower’s Rating and any remaining amounts in effect is at least BBB-as published by S&Psuch account, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch 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 after satisfaction of all Obligations with respect to such Letters of Credit if the relevant 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; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrowers L/C Obligations, 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 an Issuing Lender 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 purposes set forth in Section 10.2(c)Borrower.
Appears in 1 contract
Sources: Credit Agreement (Domtar CORP)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a3.4(a), agrees to issue new letters of credit (“Letters of Credit”) for the account of the relevant Borrower Company or any Borrowing Subsidiary on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Commitment 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 aggregate L/C Obligations would exceed the total L/C Commitment or then in effect, (ii) the aggregate amount L/C Obligations with respect to Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s share of the Utilized Revolving Commitments total L/C Commitment, (iii) 105% of the Dollar Equivalent of the L/C Obligations attributable to Letters of Credit denominated in Alternate Currencies would be greater than exceed the L/C Alternate Currency Sublimit then in effect or (iv) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Alternate Currencies plus (y) the Dollar Equivalent of the Revolving Loan Extensions of Credit then outstanding other than Letters of Credit denominated in Alternate Currencies would exceed the Available Revolving Commitments. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $1,000,000 (unless otherwise Canadian Dollars, Euro or British Pound Sterling, as the case may be, or, if agreed by the applicable Issuing Lender, any Alternate Currency and (ii) and 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 Maturity Revolving Termination Date; provided, that, if one or more Letters provided that any Letter of Credit may provide for the renewal thereof for additional periods of up to one year (but in no event shall any such renewal extend beyond the date referred to in clause (y) immediately above).
(b) No Issuing Lender shall at any time have an expiry date that is later than the Maturity Datebe obligated to issue any Letter of Credit if such issuance would conflict with, 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 or cause such Issuing Lender or any L/C Obligations with respect Participant to such Letters exceed any limits imposed by, any applicable Requirement of Credit, if the relevant 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 (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 if the relevant 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; 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 an Issuing Lender 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 purposes set forth in Section 10.2(c)Law.
Appears in 1 contract
Sources: Credit Agreement (First Solar, Inc.)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4(a)Sections 2.08 and 2.09, agrees to issue new provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the relevant Borrower Co-Issuers on any Business Day from during the period commencing on the Series 2021-1 Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that such Issuing Lender the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of Series 2021-1 Class A-1 Outstanding Principal Amount would exceed the Utilized Revolving Commitments would be greater than the Revolving Loan CommitmentsSeries 2021-1 Class A-1 Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars, (iiy) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the applicable Issuing LenderCo-Issuers and the L/C Provider and (z) and expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five (5) Business Days prior to the Maturity Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, thatfurther, if one or more Letters that any Letter of Credit shall at any time may have an expiry expiration date that is later than the Maturity DateRequired Expiration Date so long as either (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Co-Issuers in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the relevant Borrower shallL/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee or the Control Party on its behalf to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not later than at any time be obligated to (iI) five days preceding provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the Maturity DateL/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Unless otherwise expressly agreed by the L/C Provider and the Co-Issuers when a Letter of Credit is issued and subject to applicable laws, deposit the Letters of Credit shall be governed by and subject to ISP or the rules of the Uniform Customs and Practice for Documentary Credits, as published in a cash collateral account established with its most recent version by the Administrative Agent, International Chamber of Commerce on the date any Letter of Credit is issued.
(b) On the terms and conditions satisfactory set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2021-1 Class A-1 L/C Note, which the Co-Issuers shall deliver to the Administrative AgentL/C Provider on the Series 2021-1 Closing Date; provided that, if such Series 2021-1 Class A-1 L/C Note is an Uncertificated Note, the Trustee shall instead register it as described in Section 4.01(f) of the Series 2021-1 Supplement. Such initial Series 2021-1 Class A-1 L/C Note shall be dated the Series 2021-1 Closing Date, shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2021-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2021-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2021-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations with (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to such be principal outstanding under the Series 2021-1 Class A-1 L/C Note and shall be deemed to be Series 2021-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2021-1 Supplement, the outstanding principal amount evidenced by the Series 2021-1 Class A-1 L/C Note shall be increased by issuances of Letters of Credit, if Credit or decreased by expirations thereof or reimbursements of drawings thereunder or other circumstances resulting in the relevant Borrower’s Rating permanent reduction in effect is at least BBBany Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with Issuers agree to promptly notify the Administrative Agent an amount equal and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Co-Issuers may (or shall cause the Manager on their behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Obligations Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2021-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2021-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2021-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2021-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2021-1 Class A-1 Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof).
(d) The Co-Issuers shall jointly and severally pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2021-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2021-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the account of the applicable L/C Issuing Bank the L/C Fronting Fees, if any, in accordance with the terms of the Series 2021-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(g) The Co-Issuers may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amount.
(h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Letters of Credit if Affiliate and the relevant 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; provided, further, that the obligations under this Section 5 in respect issuance of such Letters Letter of Credit Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of (i) the Borrowers shall survive the Maturity Date and shall remain in effect until no such Letters Letter of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateralCredit, the application thereof L/C Provider or reimbursement in respect thereof is required to be returned to the Borrowers by an Issuing Lender 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 purposes set forth in Section 10.2(c).a Person
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (Dominos Pizza Inc)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4(a)Sections 2.08 and 2.09, agrees to issue new provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the relevant Borrower Issuer or its designee on any Business Day from during the period commencing on the Series 2018-1 Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that such Issuing Lender the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of Series 2018-1 Class A-1 Outstanding Principal Amount would exceed the Utilized Revolving Commitments Series 2018-1 Class A-1 Notes Maximum Principal Amount or (iii) the Series 2018-1 Class A-1 Outstanding Principal Amount attributable to the L/C Provider (in its capacity as Committed Note Purchaser and L/C Provider) would be greater than the Revolving Loan Commitmentsexceed its Commitment Amount. Each Letter of Credit shall (ix) be denominated in Dollars, (iiy) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the applicable Issuing LenderIssuer and the L/C Provider and (z) and expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Maturity Commitment Termination Date (the “Required Expiration Date”); providedprovided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, thateach individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies each beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if one or more Letters earlier, as specified in such Letter of Credit) that such Letter of Credit shall at not be renewed; provided further that any time Letter of Credit may have an expiry expiration date that is later than the Maturity Date, Required Expiration Date so long as either (x) the relevant Borrower shall, not later than (i) five days preceding Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Maturity Date, deposit Issuer in a cash collateral account established accordance with Section 4.02 or 4.03 as of the Administrative Agent, on terms Required Expiration Date and conditions satisfactory to the Administrative Agent, an amount equal to the there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the relevant Borrower’s Rating in effect L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. The L/C Provider shall not at least BBB-as published by S&Pany time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (iiII) fifteen days preceding amend any Letter of Credit hereunder if (1) the Maturity L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the Series 2018-1 Class A-1 L/C Notes, which the Issuer shall deliver to the L/C Provider on the Series 2018-1 Closing Date. Such Series 2018-1 Class A-1 L/C Note shall be dated the Series 2018-1 Closing Date, deposit shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a cash collateral account established with the Administrative Agent an maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2018-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2018-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2018-1 Class A-1 L/C Note and shall be deemed to be Series 2018-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2018-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 L/C Note. The L/C Provider and the Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Issuer by the L/C Provider) (an “Application”), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2018-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2018-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2018-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof).
(d) The Issuer shall pay to the L/C Provider the L/C Quarterly Fees (as defined in the Series 2018-1 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2018-1 Class A-1 Notes Fee Letter and subject to the Priority of Payments.
(e) [Reserved].
(f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(g) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2018-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments.
(h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Letters Affiliate, and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate, and the issuance of such Letter of Credit, a Person selected by the Issuer (at the expense of the L/C Provider) shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) or such other Person selected by the Issuer (at the expense of the L/C Provider), in each case in its capacity as the issuer of such Letter of Credit being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the relevant Borrower’s Rating in effect Person is lower than BBB- as published by S&Pa U.S. commercial bank that has, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that at the obligations under this Section 5 in respect time of the issuance of such Letters Letter of Credit of Credit, (i) the Borrowers shall survive the Maturity Date and shall remain in effect until no such Letters a short-term certificate of Credit remain outstanding deposit rating of not less than “A-2” (or then equivalent grade) from S&P and (ii) each Lender a long-term unsecured debt rating of not less than “BBB” (or then equivalent grade) from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary or beneficiaries of such proposed Letter of Credit. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Issuer in order to have any letter of credit issued by a Person selected by the Issuer pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be reinstated, a “Letter of Credit” that has been issued hereunder and such Person selected by the Issuer be an “L/C Issuing Bank”. If any Letter of Credit issued by an L/C Provider hereunder in favor of an insurance or other similar provider to the extent any Wingstop Entity no longer satisfies such cash collateralprovider’s criteria for an eligible or otherwise conforming letter of credit for its particular purpose, the application thereof or reimbursement Issuer may select an alternative Person to issue a replacement for such Letter of Credit; provided that such Person and issuance of such replacement Letter of Credit satisfies the L/C Issuing Bank Rating Test, and such L/C Provider shall reasonably cooperate with the Issuer in respect thereof is required to be returned to connection with the Borrowers by an Issuing Lender after the Maturity Date. Amounts held in termination and replacement of such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)Letter of Credit.
Appears in 1 contract
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 5.4(a3.4(a), agrees to issue new letters of credit (“Letters of Credit”) for the account of the relevant Borrower on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit during the Suspension Period (if any), other than any renewal or extension of existing Letters of Credit without increasing the dollar amount thereof; provided further, 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 of such Issuing Lender would exceed the L/C Commitment of such Issuing Lender then in effect, or (ii) the aggregate amount of the Utilized Available Revolving Commitments would be greater less than the Revolving Loan Commitmentszero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars and (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lenderexcept as provided in Section 3.1(b) and below, 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 Maturity Revolving Termination Date; provided, thatprovided 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).
(b) If requested by the Borrower, if each Issuing Lender agrees to issue one or more Letters of Credit shall at any time have an hereunder, with expiry date dates that is later than would occur after the Maturity fifth (5th) Business Day prior to the Revolving Termination Date, based upon the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a Borrower’s agreement to cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to collateralize the L/C Obligations in accordance with Section 3.9. If the Borrower fails to cash collateralize the outstanding L/C Obligations in accordance with the requirements of Section 3.9, each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 3.5 shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 3.9.
(c) The Borrower shall grant to the Administrative Agent for the benefit of each Issuing Lender and the Lenders, pursuant to the Guarantee and Collateral Agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 3.1(b) or Section 3.9. Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “L/C Cash Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower.
(d) No Issuing Lender shall at any time be obligated to issue any Letter of Credit 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 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 Letters of Credit, if the relevant Borrower’s Rating Issuing Lender is not otherwise compensated hereunder) not in effect is at least BBB-as published by S&Pon the Closing Date, is at least Baa3 as published by or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date, which such Issuing Lender in good ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch 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 if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ material to it and which is not subject to indemnification obligations of the Borrower hereunder or is lower than BBB- as published by Fitch; provided, further, that (iii) issuance of the obligations under this Section 5 in respect Letter of Credit would violate one or more policies of such Letters Issuing Lender applicable to letters of credit generally.
(e) Unless otherwise expressly agreed by the applicable Issuing Lender and the Borrower when a Letter of Credit of is issued, (i) the Borrowers rules of the ISP shall survive the Maturity Date and shall remain in effect until no such Letters apply to each standby Letter of Credit remain outstanding Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, no Issuing Lender shall be reinstated, responsible to the extent Borrower for, and no Issuing Lender’s rights and remedies against the Borrower shall be impaired by, any action or inaction of such cash collateralIssuing Lender required or permitted under any law, the application thereof order, or reimbursement in respect thereof practice that is required or permitted to be returned applied to any Letter of Credit or this Agreement, including the Borrowers by law or any order of a jurisdiction where an Issuing Lender after or the Maturity Date. Amounts held in such cash collateral account shall be held and applied by beneficiary is located, the Administrative Agent practice stated in the manner ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and for Trade—International Financial Services Association (BAFT-IFSA), or the purposes set forth in Section 10.2(c)Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.
(f) In the event of any conflict between the terms hereof and the terms of any Application, the terms hereof shall control.
Appears in 1 contract
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing LenderLenders, upon notice to the Administrative Agent, and in reliance on the agreements of the other Revolving Lenders set forth in Section 5.4(a3.4(a), agrees agree to issue new letters of credit (“Letters of Credit”) Credit for the account of the relevant Borrower Multicurrency Borrowers on any Business Day from the Closing Date until through but not including the date that which is ten five (5) Business Days prior to the Maturity Date in such form as may be approved from time to time by such the applicable 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 aggregate amount of all outstanding L/C Obligations would exceed the lesser of (i) the L/C Commitment or (ii) the Revolving Commitment less the sum of the aggregate principal amount of all outstanding Revolving Loans, all outstanding Non-Cash Management Swingline Loans and the Utilized Revolving Commitments would be greater than the Revolving Loan CommitmentsAggregate Cash Management Swingline Commitment. Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be denominated in Dollarsa Permitted Currency in a minimum amount acceptable to the applicable Issuing Lender, (ii) have be a face amount standby letter of at least $1,000,000 credit issued to support obligations of the Credit Parties, contingent or otherwise, incurred in the ordinary course of business, (unless otherwise agreed by iii) expire on a date satisfactory to the applicable Issuing Lender) Lender and expire the Administrative Agent, which date shall be 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 Maturity Date and (B) one year after its date of issuance; provided that any such Letter of Credit may, (I) by its terms and otherwise consistent with this Agreement, provide for automatic annual renewals and (II) expire on a date that is 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 Maturity Date; provided, thatand (iv) be subject to the Uniform Customs and/or ISP98, if one as set forth in the Letter of Credit Application or more 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 Revolving Loan Documents, a Letter of Credit issued and outstanding hereunder. No Issuing Lender shall at any time have an expiry date that is later than the Maturity Datebe obligated to issue any Letter of Credit hereunder if such issuance would conflict with, 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 or cause such Issuing Lender or any L/C Obligations Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to such Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, if unless the relevant 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 (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 if the relevant 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; 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 an Issuing Lender 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 purposes set forth in Section 10.2(c)context otherwise requires.
Appears in 1 contract
Sources: Credit Agreement (Cott Corp /Cn/)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 5.4(a3.4(a), agrees to issue new 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 letters of credit existing under the Original Credit Facility on the date hereof and described on Schedule 1.1-3, “Letters of Credit”) for the account of the relevant Initial Borrower or the account of any of its Restricted Subsidiaries (provided that the Initial Borrower shall be an applicant, and be fully and unconditionally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary) on any Business Day from the Closing Date until prior to the date that is ten Business Days thirty (30) days prior to the Maturity 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 -117- 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 would exceed the L/C Commitment or Commitment, (ii) the aggregate amount of the Utilized Available Revolving Commitments would be greater less than zero or (iii) the Revolving Loan CommitmentsL/C Obligation of such Issuing Lender would exceed its L/C Sublimit. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face stated amount of at least $1,000,000 (unless otherwise agreed by acceptable to the applicable relevant Issuing Lender, (iii) and expire no later than the earlier of (x) the first anniversary of its date of issuance issuance, or such longer period as is reasonably acceptable to the Issuing Lender, and (y) the date that is five three (3) Business Days prior to the Maturity Revolving Termination Date; provided, that, if one or more Letters provided that any Letter of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agentconsent of the applicable Issuing Lender may provide for the renewal or extension thereof for additional one-year periods or such longer period 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, on terms and conditions satisfactory except to the Administrative Agent, an amount equal to extent the L/C Obligations with respect to under such Letters of Credit, if the relevant 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 (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 Letter of Credit if the relevant 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 Fitchhave been Cash Collateralized); provided, further, that the obligations under this Section 5 in respect of Issuing Lenders shall not renew or extend any such Letters Letter of Credit if it has received written notice (or otherwise has knowledge) that an Event of (i) Default has occurred and is continuing or any of 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 an Issuing Lender 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 purposes conditions set forth in Section 10.2(c)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 five (5) Business Days prior to the Revolving Termination Date. For the avoidance of doubt, the letters of credit identified on Schedule 1.1-3 shall be deemed Letters of Credit for all purposes under this Agreement.
(b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit 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 or (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 such Letter of Credit, or any Requirement of 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 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 Effective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it.
Appears in 1 contract
L/C Commitment. (a) As of Prior to the Closing Date, the existing letters Existing Issuing Lender has issued the Existing Letters of credit set forth on Schedule 5.1 Credit which, from and after the Closing Date, shall be deemed constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 5.4(a3.4(a), agrees to issue new 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 relevant Borrower on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Credit Commitment 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 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 Commitment or (ii) the aggregate amount of the Utilized Available Revolving Credit Commitments at such time would be greater less than the Revolving Loan Commitmentszero. Each Letter of Credit shall (i) be denominated in Dollars, Dollars or in euro and (ii) have a face amount except as otherwise provided in Annex B with respect to certain Existing Letters of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and Credit, 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 Maturity Scheduled Revolving Credit Termination Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date provided that is later than the Maturity Date, 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 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 (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 any Letter of Credit if with a one-year term may provide for the relevant Borrower’s Rating renewal thereof for additional one-year periods (which shall in effect is lower than BBB- as published by S&Pno event extend beyond the date referred to in clause (y) above), is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; 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 no Issuing Lender shall be reinstated, under any obligation to issue a Letter of Credit (Euro) if the extent obligation of any Lender to make Revolving Credit Euro Loans is suspended at such cash collateral, the application thereof time pursuant to Section 2.17 or reimbursement in respect thereof is required to be returned to the Borrowers by an Issuing Lender 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 purposes set forth in Section 10.2(c)2.22.
Appears in 1 contract
Sources: Credit Agreement (Tronox Inc)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a), Lender agrees to issue new letters of credit (“Letters of Credit”) for the account of the relevant Borrower on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Letter of Credit 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 any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations Exposure would exceed either the Total L/C Commitment or (ii) the aggregate amount of the Utilized Available Revolving Commitments would be greater than the Revolving Loan CommitmentsCommitment at such time. Each Letter of Credit shall (i) be denominated in Dollars, or in the discretion of the Issuing Lender, a Foreign Currency; provided that (A) the Dollar Equivalent of each Letter of Credit denominated in Foreign Currency (each, a “Foreign Currency L/C”) shall be reported by the Issuing Bank to the Administrative Agent (unless the Administrative Agent is the Issuing Lender) promptly upon the issuance of such Foreign Currency L/C and monthly within seven (7) Business Days prior to the end of each month (including the month of issuance) or more frequently upon the request of the Administrative Agent and (B) the Dollar Equivalent of the aggregate face amount of all Foreign Currency L/Cs shall not exceed $20,000,000 at any time; and (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and 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 Letter of Credit Maturity Date; except that (A) 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) subject to the Borrower’s satisfaction of the conditions set forth in Section 5.2 at the time of any such renewal and (B) a Letter of Credit may expire on a date that is up to 365 days after the Letter of Credit Maturity Date (each such Letter of Credit, a “Holdover Letter of Credit”) if, on or before the date that is five (5) Business Days prior to the Letter of Credit Maturity Date, the Borrower provides to the Issuing Lender cash collateral in an amount equal to 105% of the Dollar Equivalent of the face amount of such Letter of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by the Issuing Lender in its sole discretion), to secure all of the Obligations relating to such Letter of Credit; provided that the Dollar Equivalent of the aggregate face amount of all Holdover Letters of Credit shall not exceed $70,000,000 at any time; and provided, further, that following the Letter of Credit Maturity Date, the Issuing Bank may recalculate the Dollar Equivalent of the face amount of any Foreign Currency L/C at any time and, to the extent that the cash collateral previously provided by the Borrower is equal to less than 105% of the Dollar Equivalent of the face amount of such Foreign Currency L/C plus all interest, fees, and costs due or to become due in connection therewith (as estimated by the Issuing Lender in its sole discretion), the Borrower shall immediately provide sufficient additional cash collateral to the Issuing Bank to make up for this shortfall. In addition, if the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the date that is five (5) Business Days prior to the Letter of Credit Maturity Date; provided, thathowever, that the L/C Issuer shall not permit any such extension if one (A) the L/C Issuer has determined that it would not be permitted, or more Letters would have no obligation, at such time to issue such Letter of Credit shall at any time have an expiry date in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is later than seven (7) Business Days before the Maturity Date, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account established with Non-Extension Notice Date from the Administrative Agent, on terms any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and conditions satisfactory to the Administrative Agent, an amount equal to in each such case directing the L/C Obligations Issuer not to permit such extension.
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if:
(i) such issuance would conflict with, or cause the Issuing Lender or any L/C 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 Letters Letter of CreditCredit any restriction, if reserve or capital requirement (for which the relevant Borrower’s Rating Issuing Lender is not otherwise compensated) not in effect is at least BBB-as published by S&Pon the Closing Date, is at least Baa3 as published by 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 ▇▇▇▇▇ ▇’▇▇▇▇ and is at least BBB- as published by Fitch or material to it;
(iiiii) fifteen days preceding the Maturity DateIssuing Lender has received written notice from any Lender, deposit in a cash collateral account established with the Administrative Agent or the Borrower, at least one 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) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally;
(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, the Letter of Credit is in an initial Dollar Equivalent stated amount equal less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit;
(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.
(viii) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount thereof after any drawing thereunder; or
(ix) subject to Section 3.1(a), the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance thereof.
(c) Unless otherwise expressly agreed by the L/C Obligations with respect to such Letters Issuer and the Borrower when a Letter of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&Pissued (including any such agreement applicable to an Existing Letter of Credit), is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrowers rules of the ISP shall survive the Maturity Date and shall remain in effect until no such Letters apply to each standby Letter of Credit remain outstanding Credit, and (ii) the rules of UCP 600 at the time of issuance shall apply to each Lender commercial Letter of Credit.
(d) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be reinstateddeemed to be the Dollar Equivalent of stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the extent terms of any such cash collateralIssuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the application thereof or reimbursement in respect thereof is required amount of such Letter of Credit shall be deemed to be returned the maximum Dollar Equivalent of the stated amount of such Letter of Credit after giving effect to the Borrowers by an Issuing Lender after the Maturity Date. Amounts held all such increases, whether or not such maximum stated amount is in effect at such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the purposes set forth in Section 10.2(c)time.
Appears in 1 contract
Sources: Credit Agreement (Enernoc Inc)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4(a)Sections 2.08 and 2.09, agrees to issue new provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the relevant Borrower Issuer or its designee on any Business Day from during the period commencing on the Series 2016-1 Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that such Issuing Lender the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of Series 2016-1 Class A-1 Outstanding Principal Amount would exceed the Utilized Revolving Commitments would be greater than the Revolving Loan CommitmentsSeries 2016-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars, (iiy) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the applicable Issuing Lender) Issuer and expire the L/C Provider and (z)expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Maturity Commitment Termination Date (the “Required Expiration Date”); providedprovided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, thateach individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if one or more Letters earlier, as specified in such Letter of Credit) that such Letter of Credit shall at not be renewed; provided further that any time Letter of Credit may have an expiry expiration date that is later than the Maturity Date, Required Expiration Date so long as either (x) the relevant Borrower shall, not later than (i) five days preceding Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Maturity Date, deposit Issuer in a cash collateral account established accordance with Section 4.02 or 4.03 as of the Administrative Agent, on terms Required Expiration Date and conditions satisfactory to the Administrative Agent, an amount equal to the there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the relevant Borrower’s Rating L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, as the beneficiary thereof; (2) allow the Trustee to submit a notice of drawing in effect is respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at least BBB-as published by S&Pany time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (iiII) fifteen days preceding amend any Letter of Credit hereunder if (1) the Maturity L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the Series 2016-1 Class A-1 L/C Note, which the Issuer shall deliver to the L/C Provider on the Series 2016-1 Closing Date. Such Series 2016-1 Class A-1 L/C Note shall be dated the Series 2016-1 Closing Date, deposit shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a cash collateral account established with the Administrative Agent an maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2016-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2016-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2016-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2016-1 Class A-1 L/C Note and shall be deemed to be Series 2016-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2016-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2016-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2016-1 Class A-1 L/C Note. The L/C Provider and the Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2016-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2016-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2016-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2016-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2016-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof).
(d) The Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2016-1 Class A-1 Notes Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2016-1 Class A-1 Notes Fee Letter and subject to the Priority of Payments.
(e) [Intentionally omitted.]
(f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(g) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2016-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments.
(h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to such Letters Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, a Person selected by the Issuer (at the expense of the L/C Provider) shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Issuer (at the expense of the L/C Provider) being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the relevant Borrower’s Rating in effect Person is lower than BBB- as published by S&Pa U.S. commercial bank that has, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that at the obligations under this Section 5 in respect time of the issuance of such Letters Letter of Credit of Credit, (i) the Borrowers shall survive the Maturity Date and shall remain in effect until no such Letters a short-term certificate of Credit remain outstanding deposit rating of not less than “A-1” (or then equivalent grade) from S&P and (ii) each Lender shall a long-term unsecured debt rating of not less than “BBB+” (or then equivalent grade) from S&P or such other minimum long-term unsecured debt rating as may be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is reasonably required to be returned to the Borrowers by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent beneficiary or beneficiaries of such proposed Letter of Credit. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Issuer in order to have any letter of credit issued by a Person selected by the manner Issuer pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and for such Person selected by the purposes set forth in Section 10.2(c)Issuer be an “L/C Issuing Bank”.
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L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 5.4(a3.4(a), agrees to issue new letters of credit (“Letters of Credit”) (x) upon the request of the U.S. Borrower, for the account of the relevant Borrower U.S. Borrower, any Domestic Subsidiary or any Canadian Subsidiary, in each case on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Commitment 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 Commitment or Commitment, (ii) the L/C Obligations in respect of Letters of Credit issued by it would exceed $20,000,000, (iii) the aggregate amount of the Utilized Available Revolving Commitments would be greater less than zero or (iv) with respect to any Lender, the sum of (x) the Swingline Exposure of such Lender (in its capacity as the Swingline Lender (if applicable) and a Revolving Loan CommitmentsLender), (y) the aggregate principal amount of the Dollar Equivalent of the outstanding Revolving Loans made by such Lender and (z) the L/C Exposure of such Lender would exceed its Revolving Commitment then in effect. Each Letter of Credit shall (i) (x) be denominated in Dollars, 509265-2072-11662-ACTIVE.44337519 Dollars or an Acceptable Foreign Currency and (iiy) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and 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 Maturity Revolving Termination Date; provided, that, if one or more Letters provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall at in no event extend beyond the date referred to in clause (2) above); provided further that any time have an expiry Letter of Credit may (notwithstanding clause (2) or the immediately preceding proviso above) expire after the date that is later than five Business Days prior to the Maturity Date, Revolving Termination Date so long as the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit Issuing Lender has approved such expiration date and such Letter of Credit is cash collateralized or otherwise backstopped in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory manner reasonably acceptable to the Administrative Agent, an amount equal Issuing Lender at least eight Business Days prior to the L/C Obligations with respect to such Letters of Credit, if the relevant 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 (ii) fifteen days preceding the Maturity Revolving Termination 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 if the relevant 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; 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 an Issuing Lender 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 purposes set forth in Section 10.2(c).
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L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lenderthe L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the other Lenders Committed Note Purchasers set forth in Section 5.4(a)Sections 2.08 and 2.09, agrees to issue new provide standby letters of credit credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the relevant Borrower Issuer or its designee on any Business Day from during the period commencing on the Series 2020-1 Closing Date until and ending on the date that is ten (10) Business Days prior to the Maturity Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by such Issuing Lenderthe L/C Provider; provided that such Issuing Lender the L/C Provider shall have no obligation or right to issue provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of Series 2020-1 Class A-1 Outstanding Principal Amount would exceed the Utilized Revolving Commitments would be greater than the Revolving Loan CommitmentsSeries 2020-1 Class A-1 Notes Maximum Principal Amount. Each Letter of Credit shall (ix) be denominated in Dollars, (iiy) have a face amount of at least $1,000,000 (unless otherwise 25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the applicable Issuing LenderIssuer and the L/C Provider and (z) and expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the date that is five ten (10) Business Days prior to the Maturity Commitment Termination Date (the “Required Expiration Date”); providedprovided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, thateach individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least thirty (30) calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if one or more Letters earlier, as specified in such Letter of Credit) that such Letter of Credit shall at not be renewed; provided further that any time Letter of Credit may have an expiry expiration date that is later than the Maturity Date, Required Expiration Date so long as either (x) the relevant Borrower shall, not later than (i) five days preceding Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Maturity Date, deposit Issuer in a cash collateral account established accordance with Section 4.02 or 4.03 as of the Administrative Agent, on terms Required Expiration Date and conditions satisfactory to the Administrative Agent, an amount equal to the there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date or (y) other than with respect to Interest Reserve Letters of Credit, arrangements satisfactory to the L/C Provider in its sole and absolute discretion have been made with the L/C Provider (and, if the relevant Borrower’s Rating L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) pursuant to Section 4.04 such that such Letter of Credit shall cease to be deemed outstanding or to be deemed a “Letter of Credit” for purposes of this Agreement as of the Commitment Termination Date. Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in effect is respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture; and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable. The L/C Provider shall not at least BBB-as published by S&Pany time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (iiII) fifteen days preceding amend any Letter of Credit hereunder if (1) the Maturity L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) each beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the Series 2020-1 Class A-1 L/C Note, which the Issuer shall deliver to the L/C Provider on the Series 2020-1 Closing Date; provided that, if such Series 2020-1 Class A-1 L/C Note is an Uncertificated Note, the Trustee shall instead register it as described in Section 4.1(f) of the Series 2020-1 Supplement. Such Series 2020-1 Class A-1 L/C Note shall be dated the Series 2020-1 Closing Date, deposit shall be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, shall have a cash collateral account established with the Administrative Agent an maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2020-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2020-1 Closing Date will constitute an Increase in the outstanding principal amount evidenced by the Series 2020-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2020-1 Class A-1 L/C Note and shall be deemed to be Series 2020-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Transaction Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Subject to the terms of this Agreement and the Series 2020-1 Supplement, each issuance of a Letter of Credit will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2020-1 Class A-1 L/C Note and the expiration of any Letter of Credit or reimbursements of any Unreimbursed L/C Drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time will constitute a Subfacility Decrease in the outstanding principal amount evidenced by the Series 2020-1 Class A-1 L/C Note. The L/C Provider and the Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Series 2020-1 Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary or beneficiaries and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2020-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2020-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2020-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2020-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary or beneficiaries thereof or as otherwise may be agreed to by the L/C Provider and the Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof).
(d) The Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2020-1 Class A-1 Administrative Agent Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2020-1 Class A-1 Administrative Agent Fee Letter and subject to the Priority of Payments.
(e) [Intentionally omitted.]
(f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(g) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2020-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments.
(h) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate if the L/C Issuing Bank Rating Test is satisfied with respect to any such Affiliate. If the L/C Issuing Bank Rating Test is not satisfied with respect to any such Affiliate, then the L/C Provider or a Person selected by the Issuer (at the expense of the L/C Provider, including any expenses in connection with amendments to this Agreement necessary to effectuate the issuance of Letters of Credit by such Person hereunder) shall issue such Letter of Credit; provided that such Person satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Issuer (at the expense of the L/C Provider) being referred to as the “L/C Issuing Bank” with respect to such Letters Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the relevant Borrower’s Rating in effect Person is lower than BBB- as published by S&Pa U.S. commercial bank that has, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that at the obligations under this Section 5 in respect time of the issuance of such Letters Letter of Credit of Credit, (i) the Borrowers shall survive the Maturity Date and shall remain in effect until no such Letters a short-term debt credit rating of Credit remain outstanding not less than “A-2” (or then equivalent grade) from S&P or KBRA and (ii) each Lender shall a long-term debt credit rating of not less than “BBB” (or then equivalent grade) from S&P or KBRA or such other minimum long-term unsecured debt rating as may be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is reasonably required to be returned to the Borrowers by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent beneficiary or beneficiaries of such proposed Letter of Credit. Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Issuer in order to have any letter of credit issued by a Person selected by the manner Issuer pursuant to this Section 2.07(h) or Section 5.17 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and for such Person selected by the purposes set forth in Section 10.2(c)Issuer be an “L/C Issuing Bank”.
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Sources: Class a 1 Note Purchase Agreement (Vale Merger Sub, Inc.)
L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(asubsection 3.4(a), Chase, as an Issuing Bank, agrees to continue to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of one of the borrowers party to the Existing Credit Agreement and each Issuing Bank agrees to issue new letters of credit (“collectively, whether Existing Letters of Credit or letters of credit to be issued pursuant to the terms hereof, "Letters of Credit”") for the account of the relevant Borrower on any Business Day from during the Closing Date until the date that is ten Business Days prior to the Maturity Date Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing LenderBank; provided that such Issuing Lender Bank shall not, and shall have no obligation to to, issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount Available Revolving Credit Commitment of all the Utilized Revolving Commitments Lenders would be greater less than the Revolving Loan Commitmentszero. Each Letter of Credit shall (i) be denominated in DollarsDollars or in a Foreign Currency, provided that the aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (x) a standby letter of credit issued to support obligations of the Borrower or its Subsidiaries, contingent or otherwise for general corporate needs (a "Standby Letter of Credit"), or (y) a documentary letter of credit in respect of the purchase of goods or services by the Borrower or its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit") and (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and expire no later than the earlier of (x) one year from the first anniversary of its date of issuance and thereof or (y) the date that is five Business Days business days prior to the Maturity Termination Date; provided, that, if one or more Letters provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods, which shall in no event extend beyond the date referred to in clause (ii) above.
(b) 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) No Issuing Bank shall at any time have an expiry date that is later than the Maturity Datebe obligated to issue any Letter of Credit hereunder if such issuance would conflict with, 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 or cause such Issuing Bank or any L/C Obligations with respect Participant to such Letters exceed any limits imposed by, any applicable Requirement of Credit, if the relevant 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 (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 if the relevant 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; 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 an Issuing Lender 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 purposes set forth in Section 10.2(c)Law.
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