Letters of Credit Commitment. (i) Subject to the terms and conditions hereof, the Issuing Bank, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 2.2.3(i), agrees to issue Letters of Credit for the account of any Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (A) the LC Amount shall exceed the LC Sublimit, or (B) the principal amount of all Revolving Credit Loans then outstanding plus the LC Amount, shall not exceed the Line Cap. (ii) Each Letter of Credit shall (A) be denominated in U.S. Dollars, (B) have a face amount of at least $50,000 (unless otherwise agreed by the Issuing Bank), and (C) expire no later than the earlier of (1) the first anniversary of its date of issuance and (2) the date that is ten (10) Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (2) above). (iii) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if: (a) the issuance of such Letter of Credit would conflict with, or cause the Issuing Bank or any Revolving Credit Lender to exceed any limits imposed by, any Applicable Law; (b) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good f▇▇▇▇ ▇▇▇▇▇ material to it; (c) any Revolving Credit Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of cash collateral for Letters of Credit, satisfactory to the Issuing Bank (in its sole discretion) with the Borrowers or such Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to subsection 4.11.2) 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 LC Obligations as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (d) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank. (iv) The Issuing Bank shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in Section 12 with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the documents associated therewith as fully as if the term “Administrative Agent” as used in Section 12 included the Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Issuing Bank. (v) References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the content otherwise requires.
Appears in 5 contracts
Sources: Loan, Security and Guaranty Agreement (Quest Resource Holding Corp), Loan, Security and Guaranty Agreement (Quest Resource Holding Corp), Loan, Security and Guaranty Agreement (Quest Resource Holding Corp)
Letters of Credit Commitment. (ia) Subject to the terms and conditions hereof, the each Issuing BankLender agrees, in each case, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 2.2.3(iSection 2.19(a), agrees to issue Standby Letters of Credit or Commercial Letters of Credit (the “Letters of Credit”) for the account of the Borrowers (which the Borrowers may request be issued with respect to obligations of any Borrower Subsidiary of a Borrower) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing BankLender; provided that the no Issuing Bank Lender shall have no obligation be obligated to issue any Letter of Credit if, after giving effect to such issuance, (Ai) the LC Amount shall L/C Obligations would exceed the LC Sublimit, L/C Commitment or (Bii) the principal amount Total Revolving Extensions of all Revolving Credit Loans then outstanding plus the LC Amount, shall not would exceed the Line Cap.
(ii) . Each Letter of Credit shall (A) be denominated in U.S. Dollars, (B) have a face amount of at least $50,000 (unless otherwise agreed by the Issuing Bank), and (C) expire no later than the earlier of (1) the first anniversary of its date of issuance and (2) the date that is ten (10) Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (2) above).
(iiib) The No Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit if:
(a) the hereunder if such issuance of such Letter of Credit would conflict with, or cause the Issuing Bank Lender or any Revolving Credit Lender L/C Participant to exceed any limits imposed by, any Applicable applicable Law;. The L/C Issuer shall not issue any Letter of Credit, if:
(bi) subject to Section 2.16(d), the expiry date of such requested Standby Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or
(ii) subject to Section 2.16(d), the expiry date of such requested Commercial Letter of Credit would occur more than 120 days after the date of issuance, unless the Required Lenders have approved such expiry date; or
(iii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless Cash Collateralized or otherwise credit supported to the reasonable satisfaction of the Administrative Agent and the applicable Issuing Lender at the time of issuance.
(c) No Issuing Lender shall not be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank Lender from issuing such the Letter of Credit, or any Applicable Law applicable to the Issuing Bank Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank Lender shall prohibit prohibit, or request that the Issuing Bank Lender refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon the Issuing Bank Lender with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank Lender in good f▇▇▇▇▇ ▇▇▇▇▇ material to it;
(c) any Revolving Credit Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of cash collateral for Letters of Credit, satisfactory to the Issuing Bank (in its sole discretion) with the Borrowers or such Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to subsection 4.11.2) 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 LC Obligations as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; or.
(d) Unless otherwise expressly agreed by the issuance of such Issuing Lender and the Borrowers when a Letter of Credit would violate one or more policies of the Issuing Bank.
(iv) The Issuing Bank shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit is issued by it and the documents associated therewith, and the Issuing Bank shall have all of the benefits and immunities (i) provided the rules of the ISP shall apply to the Administrative Agent in Section 12 with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters each Standby Letter of Credit issued by it or proposed to be issued by it and the documents associated therewith as fully as if the term “Administrative Agent” as used in Section 12 included the Issuing Bank with respect to such acts or omissionsCredit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as additionally provided herein with respect most recently published by the International Chamber of Commerce at the time of issuance shall apply to each Commercial Letter of Credit. Notwithstanding the foregoing, the Issuing Lenders shall not be responsible to the Borrowers for, and the Issuing Bank.
(v) References herein Lenders’ rights and remedies against the Borrowers shall not be impaired by, any action or inaction of the Issuing Lenders required or permitted under any law, order, or practice that is required or permitted to “issue” and derivations thereof with respect be applied to Letters any Letter of Credit shall also include extensions or modifications this Agreement, including the Law or any order of a jurisdiction where the Issuing Lenders or the beneficiary is located, the practice stated in clause (i) or (ii) of the previous sentence, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade – International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any outstanding Letters Letter of Credit, unless the content otherwise requiresCredit chooses such law or practice.
Appears in 3 contracts
Sources: Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.)
Letters of Credit Commitment. (i) Subject to the terms and conditions hereofset forth herein, during the Issuing BankAvailability Period, (i) the L/C Issuer agrees, in reliance on upon the agreements of the other Revolving Credit Lenders set forth in subsection 2.2.3(i)herein, agrees (1) to issue Letters of Credit in Dollars or in one or more Alternative Currencies, in each case containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to the L/C Issuer, for the account of the Borrower or any Borrower on any Business Day during of its Subsidiaries, (2) to amend or extend Letters of Credit previously issued hereunder, and (3) to honor drawings under Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit hereunder in an amount equal to such Lender’s Revolving Commitment Period in such form as may be approved from time to time by the Issuing BankPercentage thereof; provided that (A) the Issuing Bank Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “Letter of Credit Sublimit”), (B) the Outstanding Amount of L/C Obligations denominated in Alternative Currencies shall not exceed TEN MILLION DOLLARS ($10,000,000) (the “Alternative Currency Sublimit”), (C) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Committed Amount, and (D) such Lender’s Revolving Commitment Percentage of Total Revolving Outstandings shall not exceed its respective Revolving Committed Amount. Each Request for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have no obligation expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.
(ii) The L/C Issuer shall not issue any Letter of Credit if, after giving effect to such issuance, :
(A) subject to Section 2.03(b)(iii), the LC Amount shall exceed expiry date of such requested Letter of Credit would occur more than twelve months after the LC Sublimitdate of issuance or last extension, or unless the Required Revolving Lenders have approved such expiry date; or
(B) the principal amount expiry date of all Revolving Credit Loans then outstanding plus the LC Amount, shall not exceed the Line Cap.
(ii) Each such requested Letter of Credit shall (A) be denominated in U.S. Dollars, (B) have a face amount of at least $50,000 (unless otherwise agreed by the Issuing Bank), and (C) expire no later than the earlier of (1) the first anniversary of its date of issuance and (2) the date that is ten (10) Business Days prior to would occur after the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for unless the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (2) above)Required Revolving Lenders have approved such expiry date.
(iii) The Issuing Bank L/C Issuer shall not at be under any time be obligated obligation to issue any Letter of Credit if:
(a) the issuance of such Letter of Credit would conflict with, or cause the Issuing Bank or any Revolving Credit Lender to exceed any limits imposed by, any Applicable Law;
(bA) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank L/C Issuer from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Bank L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank L/C Issuer shall prohibit prohibit, or request that the Issuing Bank L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing DateDate and which the L/C Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or shall impose upon the Issuing Bank L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it;
(cB) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000;
(D) such Letter of Credit is to be denominated in a currency other than Dollars;
(E) any Revolving Credit Lender is at that such time a Defaulting Lender, unless the Issuing Bank has entered into arrangementsAdequate Assurance shall have been provided, including the delivery of cash collateral for Letters of Credit, satisfactory to the Issuing Bank (in its sole discretion) with the Borrowers or such Lender arrangements to eliminate the Issuing BankL/C Issuer’s actual or potential Fronting Exposure (after giving effect to subsection 4.11.2Section 2.15(a)(viii)) 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 LC L/C Obligations as to which the Issuing Bank L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(dF) the issuance of such Letter of Credit would violate one or more policies contains any provisions for automatic reinstatement of the Issuing Bankstated amount after any drawing thereunder. The L/C Issuer shall notify the Borrower promptly upon its determination that a requested Letter of Credit will not be issued due to the application of clause (A) or (B) above.
(iv) The Issuing Bank L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Bank L/C Issuer shall have all of the benefits and immunities (iA) provided to the Administrative Agent in Section 12 Article X with respect to any acts taken or omissions suffered by the Issuing Bank L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the documents associated therewith Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 12 Article X included the Issuing Bank L/C Issuer with respect to such acts or omissions, and (iiB) as additionally provided herein with respect to the Issuing BankL/C Issuer.
(v) References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the content otherwise requires.
Appears in 2 contracts
Sources: Credit Agreement (Huron Consulting Group Inc.), Credit Agreement (Huron Consulting Group Inc.)
Letters of Credit Commitment. (i) Subject to the terms and conditions hereofset forth herein, during the Issuing BankAvailability Period, (i) the L/C Issuer agrees, in reliance on upon the agreements of the other Revolving Credit Lenders set forth in subsection 2.2.3(i)herein, agrees (1) to issue Letters of Credit in Dollars or in one or more Alternative L/C Currencies, in each case containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to the L/C Issuer, for the account of the Borrower or any Borrower on any Business Day during of its Subsidiaries, (2) to amend or extend Letters of Credit previously issued hereunder, and (3) to honor drawings under Letters of Credit; and (ii) the Revolving Commitment Period Lenders severally agree to participate in Letters of Credit hereunder in an amount equal to such form as may be approved from time to time by the Issuing Bank▇▇▇▇▇▇’s Applicable Percentage thereof; provided that (A) the Issuing Bank Outstanding Amount of L/C Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “Letter of Credit Sublimit”), (B) the Outstanding Amount of L/C Obligations denominated in Alternative L/C Currencies shall not exceed TEN MILLION DOLLARS ($10,000,000) (the “Alternative Currency Sublimit”), (C) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Committed Amount, and (D) such Lender’s Applicable Percentage of the Total Revolving Outstandings shall not exceed its respective Revolving Committed Amount. Each Request for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have no obligation expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.
(ii) The L/C Issuer shall not issue any Letter of Credit if, after giving effect to such issuance, :
(A) subject to Section 2.03(b)(iii), the LC Amount shall exceed expiry date of such requested Letter of Credit would occur more than twelve months after the LC Sublimitdate of issuance or last extension, or unless the Required Revolving Lenders have approved such expiry date; or
(B) the principal amount expiry date of all Revolving Credit Loans then outstanding plus the LC Amount, shall not exceed the Line Cap.
(ii) Each such requested Letter of Credit shall (A) be denominated in U.S. Dollars, (B) have a face amount of at least $50,000 (unless otherwise agreed by the Issuing Bank), and (C) expire no later than the earlier of (1) the first anniversary of its date of issuance and (2) the date that is ten (10) Business Days prior to would occur after the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for unless the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (2) above)Required Revolving Lenders have approved such expiry date.
(iii) The Issuing Bank L/C Issuer shall not at be under any time be obligated obligation to issue any Letter of Credit if:
(a) the issuance of such Letter of Credit would conflict with, or cause the Issuing Bank or any Revolving Credit Lender to exceed any limits imposed by, any Applicable Law;
(bA) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank L/C Issuer from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Bank L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank L/C Issuer shall prohibit prohibit, or request that the Issuing Bank L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing DateDate and which the L/C Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or shall impose upon the Issuing Bank L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it;
(cB) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000;
(D) such Letter of Credit is to be denominated in a currency other than Dollars or, subject to agreement with the L/C Issuer, an Alternative L/C Currency;
(E) in the case of a Letter of Credit to be denominated in a currency other than Dollars, the L/C Issuer does not as of the issuance date of such requested Letter of Credit issued letters of credit in the requested currency.
(F) any Revolving Credit Lender is at that such time a Defaulting Lender, unless the Issuing Bank has entered into arrangementsAdequate Assurance shall have been provided, including the delivery of cash collateral for Letters of Credit, satisfactory to the Issuing Bank (in its sole discretion) with the Borrowers or such Lender arrangements to eliminate the Issuing BankL/C Issuer’s actual or potential Fronting Exposure (after giving effect to subsection 4.11.2Section 2.15(a)(viii)) 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 LC L/C Obligations as to which the Issuing Bank L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(dG) the issuance of such Letter of Credit would violate one or more policies contains any provisions for automatic reinstatement of the Issuing Bankstated amount after any drawing thereunder. The L/C Issuer shall notify the Borrower promptly upon its determination that a requested Letter of Credit will not be issued due to the application of clause (A) or (B) above.
(iv) The Issuing Bank L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Bank L/C Issuer shall have all of the benefits and immunities (iA) provided to the Administrative Agent in Section 12 Article X with respect to any acts taken or omissions suffered by the Issuing Bank L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the documents associated therewith Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 12 Article X included the Issuing Bank L/C Issuer with respect to such acts or omissions, and (iiB) as additionally provided herein with respect to the Issuing BankL/C Issuer.
(v) References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the content otherwise requires.
Appears in 2 contracts
Sources: Credit Agreement (Huron Consulting Group Inc.), Credit Agreement (Huron Consulting Group Inc.)
Letters of Credit Commitment. (ia) Subject to the terms and conditions hereof, the each Issuing BankLender agrees, in each case, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 2.2.3(iSection 2.19(a), agrees to issue Standby Letters of Credit or Commercial Letters of Credit (the “Letters of Credit”) for the account of the Borrowers (which the Borrowers may request be issued with respect to obligations of any Borrower Subsidiary of a Borrower) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing BankLender; provided that the no Issuing Bank Lender shall have no obligation be obligated to issue any Letter of Credit if, after giving effect to such issuance, (Ai) the LC Amount shall L/C Obligations would exceed the LC Sublimit, L/C Commitment or (Bii) the principal amount Total Revolving Extensions of all Revolving Credit Loans then outstanding plus the LC Amount, shall not would exceed the Line Cap.
(ii) . Each Letter of Credit shall (A) be denominated in U.S. Dollars, (B) have a face amount of at least $50,000 (unless otherwise agreed by the Issuing Bank), and (C) expire no later than the earlier of (1) the first anniversary of its date of issuance and (2) the date that is ten (10) Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (2) above).
(iiib) The No Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit if:
(a) the hereunder if such issuance of such Letter of Credit would conflict with, or cause the Issuing Bank Lender or any Revolving Credit Lender L/C Participant to exceed any limits imposed by, any Applicable applicable Law;. The Issuing Lender shall not issue any Letter of Credit, if:
(bi) subject to Section 2.16(d), the expiry date of such requested Standby Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or
(ii) subject to Section 2.16(d), the expiry date of such requested Commercial Letter of Credit would occur more than 120 days after the date of issuance, unless the Required Lenders have approved such expiry date; or
(iii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless Cash Collateralized or otherwise credit supported to the reasonable satisfaction of the Administrative Agent and the applicable Issuing Lender at the time of issuance.
(c) No Issuing Lender shall not be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank Lender from issuing such the Letter of Credit, or any Applicable Law applicable to the Issuing Bank Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank Lender shall prohibit prohibit, or request that the Issuing Bank Lender refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon the Issuing Bank Lender with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank Lender in good f▇▇▇▇ ▇▇▇▇▇ material to it;
(c) any Revolving Credit Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of cash collateral for Letters of Credit, satisfactory to the Issuing Bank (in its sole discretion) with the Borrowers or such Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to subsection 4.11.2) 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 LC Obligations as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; or.
(d) Unless otherwise expressly agreed by the issuance of such Issuing Lender and the Borrowers when a Letter of Credit would violate one or more policies of the Issuing Bank.
(iv) The Issuing Bank shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit is issued by it and the documents associated therewith, and the Issuing Bank shall have all of the benefits and immunities (i) provided the rules of the ISP shall apply to the Administrative Agent in Section 12 with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters each Standby Letter of Credit issued by it or proposed to be issued by it and the documents associated therewith as fully as if the term “Administrative Agent” as used in Section 12 included the Issuing Bank with respect to such acts or omissionsCredit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as additionally provided herein with respect most recently published by the International Chamber of Commerce at the time of issuance shall apply to each Commercial Letter of Credit. Notwithstanding the foregoing, the Issuing Lenders shall not be responsible to the Borrowers for, and the Issuing Bank.
(v) References herein Lenders’ rights and remedies against the Borrowers shall not be impaired by, any action or inaction of the Issuing Lenders required or permitted under any law, order, or practice that is required or permitted to “issue” and derivations thereof with respect be applied to Letters any Letter of Credit shall also include extensions or modifications this Agreement, including the Law or any order of a jurisdiction where the Issuing Lenders or the beneficiary is located, the practice stated in clause (i) or (ii) of the previous sentence, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade – International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any outstanding Letters Letter of Credit, unless the content otherwise requiresCredit chooses such law or practice.
Appears in 2 contracts
Sources: Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.)
Letters of Credit Commitment. (ia) Subject to the terms and conditions hereof, the each Issuing BankLender agrees, in each case, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 2.2.3(iSection 2.19(a), agrees to issue Standby Letters of Credit or Commercial Letters of Credit (the "Letters of Credit") for the account of the Borrowers (which the Borrowers may request be issued with respect to obligations of any Borrower Subsidiary of a Borrower) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing BankLender; provided that the no Issuing Bank Lender shall have no obligation be obligated to issue any Letter of Credit if, after giving effect to such issuance, (Ai) the LC Amount shall L/C Obligations would exceed the LC Sublimit, L/C Commitment or (Bii) the principal amount Total Revolving Extensions of all Revolving Credit Loans then outstanding plus the LC Amount, shall not would exceed the Line Cap.
(ii) . Each Letter of Credit shall (A) be denominated in U.S. Dollars, (B) have a face amount of at least $50,000 (unless otherwise agreed by the Issuing Bank), and (C) expire no later than the earlier of (1) the first anniversary of its date of issuance and (2) the date that is ten (10) Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (2) above).
(iiib) The No Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit if:
(a) the hereunder if such issuance of such Letter of Credit would conflict with, or cause the Issuing Bank Lender or any Revolving Credit Lender L/C Participant to exceed any limits imposed by, any Applicable applicable Law;. The L/C Issuer shall not issue any Letter of Credit, if:
(bi) subject to Section 2.16(d), the expiry date of such requested Standby Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or
(ii) subject to Section 2.16(d), the expiry date of such requested Commercial Letter of Credit would occur more than 120 days after the date of issuance, unless the Required Lenders have approved such expiry date; or
(iii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless Cash Collateralized or otherwise credit supported to the reasonable satisfaction of the Administrative Agent and the applicable Issuing Lender at the time of issuance.
(c) No Issuing Lender shall not be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank Lender from issuing such the Letter of Credit, or any Applicable Law applicable to the Issuing Bank Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank Lender shall prohibit prohibit, or request that the Issuing Bank Lender refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon the Issuing Bank Lender with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank Lender in good f▇▇▇▇▇ ▇▇▇▇▇ material to it;
(c) any Revolving Credit Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of cash collateral for Letters of Credit, satisfactory to the Issuing Bank (in its sole discretion) with the Borrowers or such Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to subsection 4.11.2) 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 LC Obligations as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; or.
(d) Unless otherwise expressly agreed by the issuance of such Issuing Lender and the Borrowers when a Letter of Credit would violate one or more policies of the Issuing Bank.
(iv) The Issuing Bank shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit is issued by it and the documents associated therewith, and the Issuing Bank shall have all of the benefits and immunities (i) provided the rules of the ISP shall apply to the Administrative Agent in Section 12 with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the documents associated therewith as fully as if the term “Administrative Agent” as used in Section 12 included the Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Issuing Bank.
(v) References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters each Standby Letter of Credit, unless the content otherwise requires.and
Appears in 1 contract
Sources: Credit Agreement (Leslie's, Inc.)
Letters of Credit Commitment. (ia) Subject to the terms and conditions hereof, the each Issuing BankL▇▇▇▇▇ agrees, in each case, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 2.2.3(iSection 2.19(a), agrees to issue Standby Letters of Credit or Commercial Letters of Credit (the “Letters of Credit”) for the account of the Borrowers (which the Borrowers may request be issued with respect to obligations of any Borrower Subsidiary of a Borrower) on any - 71 - Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing BankLender; provided that the no Issuing Bank Lender shall have no obligation be obligated to issue any Letter of Credit if, after giving effect to such issuance, (Ai) the LC Amount shall L/C Obligations would exceed the LC Sublimit, L/C Commitment or (Bii) the principal amount Total Revolving Extensions of all Revolving Credit Loans then outstanding plus the LC Amount, shall not would exceed the Line Cap.
(ii) . Each Letter of Credit shall (A) be denominated in U.S. Dollars, (B) have a face amount of at least $50,000 (unless otherwise agreed by the Issuing Bank), and (C) expire no later than the earlier of (1) the first anniversary of its date of issuance and (2) the date that is ten (10) Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (2) above).
(iiib) The No Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit if:
(a) the hereunder if such issuance of such Letter of Credit would conflict with, or cause the Issuing Bank Lender or any Revolving Credit Lender L/C Participant to exceed any limits imposed by, any Applicable applicable Law;. The Issuing Lender shall not issue any Letter of Credit, if:
(bi) subject to Section 2.16(d), the expiry date of such requested Standby Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or
(ii) subject to Section 2.16(d), the expiry date of such requested Commercial Letter of Credit would occur more than 120 days after the date of issuance, unless the Required Lenders have approved such expiry date; or
(iii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless Cash Collateralized or otherwise credit supported to the reasonable satisfaction of the Administrative Agent and the applicable Issuing Lender at the time of issuance.
(c) No Issuing Lender shall not be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank Lender from issuing such the Letter of Credit, or any Applicable Law applicable to the Issuing Bank Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank Lender shall prohibit prohibit, or request that the Issuing Bank Lender refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon the Issuing Bank Lender with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank Lender in good f▇▇▇▇ ▇▇▇▇▇ material to it;
(c) any Revolving Credit Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of cash collateral for Letters of Credit, satisfactory to the Issuing Bank (in its sole discretion) with the Borrowers or such Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to subsection 4.11.2) 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 LC Obligations as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; or.
(d) Unless otherwise expressly agreed by the issuance of such Issuing Lender and the Borrowers when a Letter of Credit would violate one or more policies of the Issuing Bank.
(iv) The Issuing Bank shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit is issued by it and the documents associated therewith, and the Issuing Bank shall have all of the benefits and immunities (i) provided the rules of the ISP shall apply to the Administrative Agent in Section 12 with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters each Standby Letter of Credit issued by it or proposed to be issued by it and the documents associated therewith as fully as if the term “Administrative Agent” as used in Section 12 included the Issuing Bank with respect to such acts or omissionsCredit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as additionally provided herein with respect most recently published by the International Chamber of Commerce at the time of issuance shall apply to each Commercial Letter of Credit. Notwithstanding the foregoing, the Issuing Lenders shall not be responsible to the Borrowers for, and the Issuing Bank.
(v) References herein Lenders’ rights and remedies against the Borrowers shall not be impaired by, any action or inaction of the Issuing Lenders required or permitted under any law, order, or practice that is required or permitted to “issue” and derivations thereof with respect be applied to Letters any Letter of Credit shall also include extensions or modifications this Agreement, including the Law or any order of a jurisdiction where the Issuing Lenders or the beneficiary is located, the practice stated in clause (i) or (ii) of the previous sentence, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade – International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any outstanding Letters Letter of Credit, unless the content otherwise requiresCredit chooses such law or practice.
Appears in 1 contract
Sources: Credit Agreement (Leslie's, Inc.)
Letters of Credit Commitment. (ia) Subject to the terms and conditions hereof, the each Issuing BankLender agrees, in each case, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 2.2.3(iSection 2.19(a), agrees to issue Standby Letters of Credit or Commercial Letters of Credit (the “Letters of Credit”) for the account of the Borrowers (which the Borrowers may request be issued with respect to obligations of any Borrower Subsidiary of a Borrower) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the Issuing BankLender; provided that the no Issuing Bank Lender shall have no obligation be obligated to issue any Letter of Credit if, after giving effect to such issuance, (Ai) the LC Amount shall L/C Obligations would exceed the LC Sublimit, L/C Commitment or (Bii) the principal amount Total Revolving Extensions of all Revolving Credit Loans then outstanding plus the LC Amount, shall not would exceed the Line Cap.
(ii) . Each Letter of Credit shall (A) be denominated in U.S. Dollars, (B) have a face amount of at least $50,000 (unless otherwise agreed by the Issuing Bank), and (C) expire no later than the earlier of (1) the first anniversary of its date of issuance and (2) the date that is ten (10) Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (2) above).
(iiib) The No Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit if:
(a) the hereunder if such issuance of such Letter of Credit would conflict with, or cause the Issuing Bank Lender or any Revolving Credit Lender L/C Participant to exceed any limits imposed by, any Applicable applicable Law;. The L/C IssuerIssuing Lender shall not issue any Letter of Credit, if:
(bi) subject to Section 2.16(d), the expiry date of such requested Standby Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or
(ii) subject to Section 2.16(d), the expiry date of such requested Commercial Letter of Credit would occur more than 120 days after the date of issuance, unless the Required Lenders have approved such expiry date; or
(iii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless Cash Collateralized or otherwise credit supported to the reasonable satisfaction of the Administrative Agent and the applicable Issuing Lender at the time of issuance.
(c) No Issuing Lender shall not be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank Lender from issuing such the Letter of Credit, or any Applicable Law applicable to the Issuing Bank Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank Lender shall prohibit prohibit, or request that the Issuing Bank Lender refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon the Issuing Bank Lender with respect to such the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank Lender in good f▇▇▇▇▇ ▇▇▇▇▇ material to it;
(c) any Revolving Credit Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of cash collateral for Letters of Credit, satisfactory to the Issuing Bank (in its sole discretion) with the Borrowers or such Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to subsection 4.11.2) 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 LC Obligations as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; or.
(d) Unless otherwise expressly agreed by the issuance of such Issuing Lender and the Borrowers when a Letter of Credit would violate one or more policies of the Issuing Bank.
(iv) The Issuing Bank shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit is issued by it and the documents associated therewith, and the Issuing Bank shall have all of the benefits and immunities (i) provided the rules of the ISP shall apply to the Administrative Agent in Section 12 with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters each Standby Letter of Credit issued by it or proposed to be issued by it and the documents associated therewith as fully as if the term “Administrative Agent” as used in Section 12 included the Issuing Bank with respect to such acts or omissionsCredit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as additionally provided herein with respect most recently published by the International Chamber of Commerce at the time of issuance shall apply to each Commercial Letter of Credit. Notwithstanding the foregoing, the Issuing Lenders shall not be responsible to the Borrowers for, and the Issuing Bank.
(v) References herein Lenders’ rights and remedies against the Borrowers shall not be impaired by, any action or inaction of the Issuing Lenders required or permitted under any law, order, or practice that is required or permitted to “issue” and derivations thereof with respect be applied to Letters any Letter of Credit shall also include extensions or modifications this Agreement, including the Law or any order of a jurisdiction where the Issuing Lenders or the beneficiary is located, the practice stated in clause (i) or (ii) of the previous sentence, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade – International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any outstanding Letters Letter of Credit, unless the content otherwise requiresCredit chooses such law or practice.
Appears in 1 contract
Sources: Credit Agreement (Leslie's, Inc.)
Letters of Credit Commitment. (i) Subject to the terms and conditions hereofset forth herein, during the Issuing BankAvailability Period, (i) the L/C Issuer agrees, in reliance on upon the agreements of the other Revolving Credit Lenders set forth in subsection 2.2.3(i)herein, agrees (1) to issue Letters of Credit in Dollars or in one or more Alternative L/C Currencies, in each case containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to the L/C Issuer, for the account of the Borrower or any Borrower on any Business Day during of its Subsidiaries, (2) to amend or extend Letters of Credit previously issued hereunder, and (3) to honor drawings under Letters of Credit; and (ii) the Revolving Commitment Period Lenders severally agree to participate in Letters of Credit hereunder in an amount equal to such form as may be approved from time to time by the Issuing Bank▇▇▇▇▇▇’s Applicable Percentage thereof; provided that (A) the Issuing Bank Outstanding Amount of L/C Obligations shall not exceed FIFTY MILLION DOLLARS ($50,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “Letter of Credit Sublimit”), (B) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Committed Amount, and (C) such Lender’s Applicable Percentage of the Total Revolving Outstandings shall not exceed its respective Revolving Committed Amount. Each Request for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have no obligation expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.
(ii) The L/C Issuer shall not issue any Letter of Credit if, after giving effect to such issuance, :
(A) subject to Section 2.03(b)(iii), the LC Amount shall exceed expiry date of such requested Letter of Credit would occur more than twelve months after the LC Sublimitdate of issuance or last extension, or unless the Required Revolving Lenders have approved such expiry date; or
(B) the principal amount expiry date of all Revolving Credit Loans then outstanding plus the LC Amount, shall not exceed the Line Cap.
(ii) Each such requested Letter of Credit shall (A) be denominated in U.S. Dollars, (B) have a face amount of at least $50,000 (unless otherwise agreed by the Issuing Bank), and (C) expire no later than the earlier of (1) the first anniversary of its date of issuance and (2) the date that is ten (10) Business Days prior to would occur after the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for unless the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (2) above)Required Revolving Lenders have approved such expiry date.
(iii) The Issuing Bank L/C Issuer shall not at be under any time be obligated obligation to issue any Letter of Credit if:
(a) the issuance of such Letter of Credit would conflict with, or cause the Issuing Bank or any Revolving Credit Lender to exceed any limits imposed by, any Applicable Law;
(bA) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank L/C Issuer from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Bank L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank L/C Issuer shall prohibit prohibit, or request that the Issuing Bank L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing DateDate and which the L/C Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or shall impose upon the Issuing Bank L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank L/C Issuer in good f▇▇▇▇▇ ▇▇▇▇▇ material to it;
(cB) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the L/C Issuer, such Letter of Credit is in an initial Stated Amount less than $100,000;
(D) such Letter of Credit is to be denominated in a currency other than Dollars or, subject to agreement with the L/C Issuer, an Alternative L/C Currency;
(E) in the case of a Letter of Credit to be denominated in a currency other than Dollars, the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue letters of credit in the requested currency.
(F) any Revolving Credit Lender is at that such time a Defaulting Lender, unless the Issuing Bank has entered into arrangementsAdequate Assurance shall have been provided, including the delivery of cash collateral for Letters of Credit, satisfactory to the Issuing Bank (in its sole discretion) with the Borrowers or such Lender arrangements to eliminate the Issuing BankL/C Issuer’s actual or potential Fronting Exposure (after giving effect to subsection 4.11.2Section 2.15(a)(viii)) 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 LC L/C Obligations as to which the Issuing Bank L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(dG) the issuance of such Letter of Credit would violate one or more policies contains any provisions for automatic reinstatement of the Issuing BankStated Amount after any drawing thereunder. The L/C Issuer shall notify the Borrower promptly upon its determination that a requested Letter of Credit will not be issued due to the application of clause (A) or (B) above.
(iv) The Issuing Bank L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Bank L/C Issuer shall have all of the benefits and immunities (iA) provided to the Administrative Agent in Section 12 Article X with respect to any acts taken or omissions suffered by the Issuing Bank L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the documents associated therewith Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 12 Article X included the Issuing Bank L/C Issuer with respect to such acts or omissions, and (iiB) as additionally provided herein with respect to the Issuing BankL/C Issuer.
(v) References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the content otherwise requires.
Appears in 1 contract
Letters of Credit Commitment. (ia) Subject to the terms and conditions hereofset forth herein, the Issuing Bank, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 2.2.3(i), Bank agrees (i) (1) from time to issue Letters of Credit for the account of any Borrower time on any Business Day during the period from the Closing Date until the applicable Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or Alternative Currencies for the account of any of the U.S. Borrowers or any of the Foreign Borrowers under the Revolving Commitment Period Credit Facility (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) and to amend or renew Letters of Credit previously issued by it, in such form as may be approved from time accordance with subsection (b) below, and (2) to time by honor drafts under the Issuing BankLetters of Credit; provided and (ii) the Revolving Credit Lenders severally agree to participate in Letters of Credit; provided, that the Issuing Bank shall have no obligation not be obligated to issue make any L/C Credit Extension with respect to any Letter of Credit if, as of the date of such L/C Credit Extension and after giving effect to such issuancerequest, (Aw) the LC Outstanding Amount of Revolving Credit Loans plus the Outstanding Amount of L/C Obligations relating to Letters of Credit would exceed the Revolving Credit Commitment; (x) the Outstanding Amount of Revolving Credit Loans of any Revolving Credit Lender plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations relating to Letters of Credit exceeds such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of L/C Obligations with respect to Letters of Credit would exceed the applicable Letter of Credit Sublimit or (z) the Outstanding Amount of all Loans denominated in Alternative Currencies plus the Outstanding Amount of all L/C Obligations for Letters of Credit denominated in Alternative Currencies shall exceed the LC Alternative Currency Sublimit; provided, however, if the Issuing Bank is requested to issue Letters of Credit with respect to a jurisdiction the Issuing Bank deems, in its reasonable judgment, may at any time subject it to a New Money Credit Event or (B) a Country Risk Event, the principal amount applicable Borrowers shall, at the request of the Issuing Bank, guaranty and indemnify the Issuing Bank against any and all Revolving costs, liabilities and losses resulting from such New Money Credit Loans then outstanding plus Event or Country Risk Event, in each case in a form and substance reasonably satisfactory to the LC Amount, shall not exceed the Line CapIssuing Bank.
(ii) Each Letter of Credit shall (A) be denominated in U.S. Dollars, (B) have a face amount of at least $50,000 (unless otherwise agreed by the Issuing Bank), and (C) expire no later than the earlier of (1) the first anniversary of its date of issuance and (2) the date that is ten (10) Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (2) above).
(iiib) The Issuing Bank shall not at any time be obligated under no obligation to issue any Letter of Credit if:
(a) the issuance of such Letter of Credit would conflict with, or cause the Issuing Bank or any Revolving Credit Lender to exceed any limits imposed by, any Applicable Law;
(bi) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Applicable Law law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good f▇▇▇▇▇ ▇▇▇▇▇ material to it;
(cii) any Revolving Subject to §2.2.2(c), the expiry date of such requested Letter of Credit Lender is at that time a Defaulting Lender, unless would occur more than twelve months after the Issuing Bank has entered into arrangements, including date of issuance or last renewal;
(iii) the delivery expiry date of cash collateral for Letters such requested Letter of Credit, satisfactory to the Issuing Bank (in its sole discretion) with the Borrowers or such Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (Credit would occur after giving effect to subsection 4.11.2) 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 LC Obligations as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; orExpiration Date;
(div) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank; or
(v) such Letter of Credit is in an initial amount less than $100,000, or is to be used for a purpose other than working capital and general corporate purposes or denominated in a currency other than Dollars or an Alternative Currency.
(ivc) The Issuing Bank shall act on behalf of the Revolving Credit Lenders with respect be under no obligation to amend any Letters Letter of Credit issued by it and the documents associated therewith, and if (i) the Issuing Bank shall would have all of the benefits and immunities (i) provided no obligation at such time to the Administrative Agent in Section 12 with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters issue such Letter of Credit issued by it in its amended form under the terms hereof, or proposed to be issued by it and the documents associated therewith as fully as if the term “Administrative Agent” as used in Section 12 included the Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Issuing Bank.
(v) References herein to “issue” and derivations thereof with respect to Letters beneficiary of such Letter of Credit shall also include extensions or modifications of any outstanding Letters does not accept the proposed amendment to such Letter of Credit, unless the content otherwise requires.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Lojack Corp)
Letters of Credit Commitment. (ia) Subject to During the terms and conditions hereofterm of this Agreement, the Issuing BankLender agrees to issue, in reliance on at the agreements request of the other Revolving Credit Lenders set forth in subsection 2.2.3(i)Borrower, agrees to issue Letters of Credit for the account of any the Borrower on any Business Day during the Revolving Commitment Period terms and conditions hereinafter set forth; provided, -------- that (i) each Letter of Credit shall expire on or before the Maturity Date (unless Lender shall agree in such form as writing to an expiration date or an extension date beyond the Maturity Date); (ii) each Letter of Credit shall be in a stated Dollar Equivalent of at least $10,000; (iii) the Borrower may be approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have no obligation to issue not request any Letter of Credit Credit, if, after giving effect to such issuance, (A) the LC Amount shall exceed the LC Sublimit, or (B) the principal face amount of all Revolving Letters of Credit Loans then outstanding issued under this Agreement, plus the LC outstanding Advances as revolving credit loans ---- would exceed the Maximum Revolver Amount, ; and (iv) outstanding letters of credit in Foreign Currencies shall not in the aggregate exceed the Line Capa Dollar Equivalent of $1,000,000.
(b) To request the issuance of a Letter of Credit (or any amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall give the Lender irrevocable written notice at least three (3) Business Days prior to the requested date of such issuance specifying the date (which shall be a Business Day) such Letter of Credit is to be issued (or amended, extended or renewed, as the case may be), the expiration date of such Letter of Credit, the amount of such Letter of Credit, the name and address of the beneficiary thereof, whether the Letter of Credit shall be in a Foreign Currency and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. In addition to the satisfaction of the conditions in Section 4.2 hereof, the issuance of ----------- such Letter of Credit (or any amendment which increases the amount of such Letter of Credit) will be subject to the further conditions that such Letter of Credit shall be in such form and contain such terms as the Lender shall reasonably approve and that the Borrower shall have executed and delivered any additional applications, agreements and instruments relating to such Letter of Credit as the Lender shall reasonably require; provided, that in the event of any conflict between such applications, agreements or instruments and this Agreement, the terms of this Agreement shall control.
(c) The Lender shall examine all documents purporting to represent a demand for payment under a Letter of Credit promptly following its receipt thereof. The Lender shall notify the Borrower of such demand for payment; provided, that any failure to give or delay in giving such notice shall -------- not relieve the Borrower of its obligation to reimburse the Lender with respect to such disbursement. The disbursement by Lender for the account of a beneficiary of a Letter of Credit shall be deemed an Advance under the Revolving Credit loan facility and the Revolving Credit Note under Section 1.1 hereof. -----------
(d) If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Lender demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Lender, in the name of the Lender and for the benefit of the Lender, an amount in cash equal to the face amount of all Letters of Credit. Such deposit shall be held by the Lender as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Lender. Interest and profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Lender to reimburse itself for disbursements for which it had not been reimbursed and to the extent so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower or, if the maturity has been accelerated, be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not so applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.
(e) The Borrower's obligation to reimburse disbursements made under Letters of Credit issued hereunder shall be absolute and unconditional and shall be performed in accordance with the terms of this Agreement irrespective of any of the following circumstances:
(i) Any lack of validity or enforceability of any Letter of Credit;
(ii) The existence of any claim, set-off, defense or other right which the Borrower or affiliate of the Borrower may have at any time against a beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or transferee may be acting), the Lender or any other person, whether in connection with this Agreement or the Letter of Credit or any document related hereto or thereto or any unrelated transaction;
(iii) Any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) Payment by the Lender under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, if such noncompliance is not material;
(v) Any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower's obligations hereunder; or
(vi) The existence of a Default or an Event of Default. Neither the Lender nor any affiliate of the Lender shall have any liability by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to above), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Lender; provided, -------- that the foregoing shall not be construed to excuse the Lender from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Lender's failure to exercise care when determining whether drafts or other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree, that in the absence of gross negligence or willful misconduct on the part of the Lender (as finally determined by a court of competent jurisdiction), the Lender shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Lender may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.
(f) Each Letter of Credit shall be subject to the Uniform Customs and Practices for Documentary Credits (A) be denominated in U.S. Dollars, (B) have a face amount of at least $50,000 (unless otherwise agreed by the Issuing Bank1993 Revision), and (C) expire no later than International Chamber of Commerce Publication No. 500, as the earlier of (1) the first anniversary of its date of issuance and (2) the date that is ten (10) Business Days prior same may be amended from time to time, and, to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (2) above).
(iii) The Issuing Bank shall extent not at any time be obligated to issue any Letter of Credit if:
(a) the issuance of such Letter of Credit would conflict with, or cause the Issuing Bank or any Revolving Credit Lender to exceed any limits imposed by, any Applicable Law;
(b) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit or request that the Issuing Bank refrain frominconsistent therewith, the issuance governing law of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good f▇▇▇▇ ▇▇▇▇▇ material to it;
(c) any Revolving Credit Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of cash collateral for Letters of Credit, satisfactory to the Issuing Bank (in its sole discretion) with the Borrowers or such Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to subsection 4.11.2) 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 LC Obligations as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(d) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bankthis Agreement.
(iv) The Issuing Bank shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in Section 12 with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the documents associated therewith as fully as if the term “Administrative Agent” as used in Section 12 included the Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Issuing Bank.
(v) References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the content otherwise requires.
Appears in 1 contract
Sources: Loan Agreement (Chemfirst Inc)
Letters of Credit Commitment. (ia) Subject to During the terms and conditions hereofterm of this Agreement, the Issuing BankLender agrees to issue, in reliance on at the agreements request of the other Revolving Credit Lenders set forth in subsection 2.2.3(i)Borrower, agrees to issue Letters of Credit for the account of any the Borrower on any Business Day during the Revolving Commitment Period terms and conditions hereinafter set forth; provided, -------- that (i) each Letter of Credit shall expire on or before the Maturity Date (unless Lender shall agree in such form as writing to an expiration date or an extension date beyond the Maturity Date); (ii) each Letter of Credit shall be in a stated amount of at least $10,000; and (iii) the Borrower may be approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have no obligation to issue not request any Letter of Credit Credit, if, after giving effect to such issuance, (A) the LC Amount shall exceed the LC Sublimit, or (B) the principal face amount of all Revolving Letters of Credit Loans then outstanding issued under this Agreement, plus the LC Amount, shall not outstanding Advances as revolving credit loans ---- would exceed the Line CapMaximum Revolver Amount.
(iib) Each To request the issuance of a Letter of Credit (or any amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall (A) be denominated in U.S. Dollars, (B) have a face amount of give the Lender irrevocable written notice at least $50,000 three (unless otherwise agreed by the Issuing Bank), and (C) expire no later than the earlier of (1) the first anniversary of its date of issuance and (2) the date that is ten (103) Business Days prior to the Revolving Termination Date, provided that any requested date of such issuance specifying the date (which shall be a Business Day) such Letter of Credit with a one-year term is to be issued (or amended, extended or renewed, as the case may provide for be), the renewal thereof for additional one-year periods (which shall in no event extend beyond the expiration date referred to in clause (2) above).
(iii) The Issuing Bank shall not at any time be obligated to issue any of such Letter of Credit if:
(a) Credit, the amount of such Letter of Credit, the name and address of the beneficiary thereof, and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. In addition to the satisfaction of the conditions in Section 4.2 ----------- hereof, the issuance of such Letter of Credit would conflict with, or cause the Issuing Bank (or any amendment which increases the amount of such Letter of Credit) will be subject to the further conditions that such Letter of Credit shall be in such form and contain such terms as the Lender shall reasonably approve and that the Borrower shall have executed and delivered any additional applications, agreements and instruments relating to such Letter of Credit as the Lender shall reasonably require; provided, that in the event of any conflict -------- between such applications, agreements or instruments and this Agreement, the terms of this Agreement shall control.
(c) The Lender shall examine all documents purporting to represent a demand for payment under a Letter of Credit promptly following its receipt thereof. The Lender shall notify the Borrower of such demand for payment; provided, that any failure to give or delay in giving such notice shall -------- not relieve the Borrower of its obligation to reimburse the Lender with respect to such disbursement. The disbursement by Lender for the account of a beneficiary of a Letter of Credit shall be deemed an Advance under the Revolving Credit loan facility and the Revolving Credit Note under Section 1.1 hereof. -----------
(d) If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Lender demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Lender, in the name of the Lender and for the benefit of the Lender, an amount in cash equal to the face amount of all Letters of Credit. Such deposit shall be held by the Lender as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Lender. Interest and profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Lender to exceed reimburse itself for disbursements for which it had not been reimbursed and to the extent so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower or, if the maturity has been accelerated, be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not so applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.
(e) The Borrower's obligation to reimburse disbursements made under Letters of Credit issued hereunder shall be absolute and unconditional and shall be performed in accordance with the terms of this Agreement irrespective of any limits imposed by, of the following circumstances:
(i) Any lack of validity or enforceability of any Applicable LawLetter of Credit;
(bii) any order, judgment or decree The existence of any Governmental Authority claim, set-off, defense or arbitrator shall other right which the Borrower or affiliate of the Borrower may have at any time against a beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or transferee may be acting), the Lender or any other person, whether in connection with this Agreement or the Letter of Credit or any document related hereto or thereto or any unrelated transaction;
(iii) Any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) Payment by its the Lender under a Letter of Credit against presentation of a draft or other document that does not comply with the terms purport to enjoin or restrain the Issuing Bank from issuing of such Letter of Credit, if such noncompliance is not material;
(v) Any other event or any Applicable Law applicable to the Issuing Bank or any request or directive (circumstance whatsoever, whether or not having similar to any of the force foregoing, that might, but for the provisions of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit this Section, constitute a legal or request that the Issuing Bank refrain fromequitable discharge of, or provide a right of setoff against, the Borrower's obligations hereunder; or
(vi) The existence of a Default or an Event of Default. Neither the Lender nor any affiliate of the Lender shall have any liability by reason of or in connection with the issuance or transfer of letters of credit generally or such any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to above), or any error, omission, interruption, loss or delay in particular transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Lender; provided, -------- that the foregoing shall impose upon not be construed to excuse the Issuing Bank Lender from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Lender's failure to exercise care when determining whether drafts or other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree, that in the absence of gross negligence or willful misconduct on the part of the Lender (as finally determined by a court of competent jurisdiction), the Lender shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to such documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good f▇▇▇▇ ▇▇▇▇▇ material to it;
(c) any Revolving Credit Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of cash collateral for Letters of Credit, satisfactory to the Issuing Bank (Lender may, in its sole discretion) , either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the Borrowers or such Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to subsection 4.11.2) 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 LC Obligations as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(d) the issuance terms of such Letter of Credit would violate one or more policies of the Issuing BankCredit.
(ivf) The Issuing Bank shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in Section 12 with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the documents associated therewith as fully as if the term “Administrative Agent” as used in Section 12 included the Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Issuing Bank.
(v) References herein to “issue” and derivations thereof with respect to Letters Each Letter of Credit shall also include extensions or modifications be subject to the Uniform Customs and Practices for Documentary Credits (1993 Revision), International Chamber of any outstanding Letters Commerce Publication No. 500, as the same may be amended from time to time, and, to the extent not inconsistent therewith, the governing law of Credit, unless the content otherwise requiresthis Agreement.
Appears in 1 contract
Sources: Loan Agreement (Chemfirst Inc)