Letters of Credit Generally Clause Samples
The "Letters of Credit Generally" clause defines the basic framework and rules governing the use of letters of credit in a contractual relationship. It typically outlines the parties' responsibilities regarding the issuance, confirmation, and negotiation of letters of credit, and may specify the types of transactions or obligations for which such instruments are required. For example, it might require a buyer to provide a letter of credit as security for payment to a seller. The core function of this clause is to ensure that both parties understand the procedures and expectations related to letters of credit, thereby reducing payment risk and facilitating secure international or large-scale transactions.
Letters of Credit Generally. (a) None of the Participants (other than the Issuers in their capacity as such and on the terms and conditions hereof) shall have any obligation to Issue any Letter of Credit.
(b) In no event shall the expiration date of any Letter of Credit be later than the earlier of (i) the date that is 12 months from the date of Issuance thereof or such later date as the applicable Issuer may agree in its sole discretion and (ii) the fifth Business Day prior to the Maturity Date or, with the approval of the applicable Issuer in its sole discretion, any date that is after the fifth Business Day prior to the Maturity Date (including after the Maturity Date); provided, however, that, if the applicable Issuer agrees in its sole discretion, any Letter of Credit with a fixed term may provide for the auto-renewal thereof for additional periods of not more than 12 months each (each, an “Auto-Renewal LC”); provided, further, that any such Auto-Renewal LC must permit the applicable Issuer to prevent any such extension at least once in each 12 month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof. If (A) any Issuance or renewal of a Letter of Credit occurs during the 12 month period prior to the Maturity Date or (B) the Parent requests (and the applicable Issuer approves) the Issuance of a Letter of Credit that expires after the fifth Business Day prior to the Maturity Date, then on or before the date that is 95 days prior to the Maturity Date (or on the date of such Issuance, if the date of such Issuance is later than the 95th day prior to the Maturity Date), the Applicants shall make arrangements acceptable to the relevant Issuer in respect of the amount of each such Letter of Credit that expires after the fifth Business Day prior to the Maturity Date (each such Letter of Credit with regard to which acceptable arrangements have been so made, an “Extended Letter of Credit”). Each Extended Letter of Credit shall, on the Maturity Date and if all Reimbursement Obligations have been repaid in full, for all purposes cease to be a Letter of Credit hereunder and the obligations (if any) of the Participants to fund or risk participate their Ratable Portions of such Extended Letters of Credit pursuant to clause (i) below shall be terminated on the Maturity Date. After the Maturity Date and the repayment in full of all Reimbursement Obligations, the terms for release of such cash collateral shall be as agreed from t...
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Business Day next preceding the fifth anniversary of the Closing Date.
(ii) No Issuing Bank shall be under any Obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such 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 such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(B) the making of such L/C Credit Extension would violate any Applicable Laws;
(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial face amount less than $100,000;
(D) such L/C Credit Extension is to be denominated in a currency other than Dollars;
(E) such L/C Credit Extension contains any provisions for automatic reinstatement of the stated amount after any L/C Borrowing thereunder; or
(F) a default of any Revolving Lender's obligations to fund under Section 2.03 exists, unless such Issuing Bank has entered into satisfactory arrangements with the Borrowers or such Revolving Lender to eliminate such Issuing Bank's risk with respect to such Revolving Lender.
(iii) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to make such L/C Credit Extension in its amended form under the terms hereof.
(iv) No Issuing Bank shall be under the obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue suc...
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Banks have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Domestic Business Day immediately preceding the Commitment Termination Date. An Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate such Issuing Bank’s internal policies.
(ii) No Issuing Bank shall be under any obligation to make any L/C Credit Extension if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law, but if not having the force of law, being a request or directive which is generally complied with by comparable financial institutions) from any Governmental Authority with jurisdiction over such 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 such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the First Amendment Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the First Amendment Effective Date and which such Issuing Bank in good faith reasonably deems material to it; provided, however, that in the event a Bank Party participating in the Letters of Credit is not affected by any such restriction, requirement or imposition, and is able to issue such Letter of Credit and expressly agrees in its sole discretion to issue such Letter of Credit, such Bank Party, subject to the consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, shall issue such Letter of Credit and shall be deemed the Issuing Bank with regard to such Letter of Credit for all purposes of this Agreement;
(B) the making of such L/C Credit Extension would violate any Applicable Laws; Notwithstanding the foregoing, no more than 15 Fixed Rate Borrowings shall be outstandi...
Letters of Credit Generally. (i) No Issuing Bank shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; provided that in no event shall the expiry date of any requested Letter of Credit occur on or after the Business Day next preceding the fifth anniversary of the Closing Date.
Letters of Credit Generally. Subject to the terms and conditions set forth in this Agreement, upon written request of the Company in accordance herewith, the Issuing Lender shall issue Letters of Credit, at any time during the Revolving Credit Commitment Period, with pro rata participation by all of the Lenders in accordance with their respective Commitment Proportions. Notwithstanding the foregoing, at no time shall the Aggregate Letters of Credit Outstanding exceed $10,000,000, and no Letter of Credit shall be issued or created if, after giving effect to the same, the Aggregate Outstandings would exceed the Total Revolving Credit Commitment. Furthermore, notwithstanding anything contained herein to the contrary, the Issuing Lender shall be under no obligation to issue a Letter of Credit if any order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin, restrict or restrain the Issuing Lender in any respect relating to the issuance of such Letter of Credit or a similar letter of credit, or any law, rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the Issuing Lender shall prohibit or direct the Issuing Lender in any respect relating to the issuance of such Letter of Credit or a similar letter of credit, or shall impose upon the Issuing Lender with respect to any Letter of Credit, any restrictions, any reserve or capital requirement or any loss, cost or expense not reimbursed by the Company to the Issuing Lender. Each request for issuance of a Letter of Credit shall be in writing and shall be received by the Issuing Lender by no later than 12:00 p.m. on the day which is at least two Business Days prior to the proposed date of issuance or creation, as applicable. Such issuance or creation, as applicable, shall occur by no later than 5:00 p.m. on the proposed date of issuance or creation (assuming proper prior notice as aforesaid). Subject to the terms and conditions contained herein the expiry dates, amounts and beneficiaries of the Letters of Credit will be as designated by the Company. The Issuing Lender shall promptly notify the Lenders of the amounts of all Letters of Credit issued hereunder and of any extension, reduction, termination or amendment of any Letter of Credit. Each Letter of Credit issued by the Issuing Lender hereunder shall identify: (i) the dates of issuance and expiry of such Letter of Credit, (ii) the amount of such ...
Letters of Credit Generally. Subject to the terms and conditions set forth herein, the Borrower may request any L/C Issuer to, and such L/C Issuer may, in its sole discretion, issue Letters of Credit for the account of the Borrower and/or any of its Subsidiaries (provided that the Borrower will be the applicant or co-applicant thereof), in a form reasonably acceptable to such L/C Issuer, at any time and from time to time prior to the Letter of Credit Expiration Date. There shall not be more than thirty (30) Letters of Credit at any time outstanding hereunder.
Letters of Credit Generally. Borrower shall give Lender no less than thirty (30) days notice of Borrower’s election to deliver a Letter of Credit pursuant to this Article VII. Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith. Borrower shall not be entitled to draw from any such Letter of Credit.
Letters of Credit Generally. Within the Line of Credit, the Agent on behalf of the Lenders shall assist the Borrower in obtaining Letters of Credit from time to time, so long as after giving effect to the issuance of any requested Letter of Credit, the Letter of Credit Exposure shall not exceed the lesser of (a) the Letter of Credit Sub-Line and (b)
Letters of Credit Generally. (a) The Borrower may request the issuance of a Letter of Credit, in a form reasonably acceptable to the Administrative Agent and the Fronting Bank, appropriately completed, for the account of the Borrower at any time and from time to time while the Revolving Credit Commitments remain in effect for amounts up to an aggregate stated amount not to exceed the Letter of Credit Sublimit. All Letters of Credit shall be denominated in U.S. Dollars. This Section 2.18(a) shall not be construed to impose an obligation upon the Fronting Bank to issue any Letter of Credit that is inconsistent with the terms and conditions of this Agreement or that would result in Letters of Credit outstanding in an aggregate stated amount at any time in excess of the Letter of Credit Sublimit.
(b) In order to request the issuance of a Letter of Credit (or to request that the Fronting Bank amend, renew or extend an existing Letter of Credit), the Borrower shall deliver to the Fronting Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice substantially in the form of Exhibit D-2 requesting the issuance of such Letter of Credit, or identifying any Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) below), the amount of such Letter of Credit to be issued, amended, renewed or extended, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare such Letter of Credit or grant such issuance, amendment, renewal or extension. Each Letter of Credit shall be issued, amended, renewed or extended subject to the terms and conditions and relying on the representations and warranties of the Loan Parties in the Loan Documents, and in any case only if, and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that, after giving effect to such issuance, amendment, renewal or extension the Total Revolving Credit Exposure shall not exceed the Total Revolving Commitment Amount in effect at such time. Any Letter of Credit may be issued by the Fronting Bank through one or more of its affiliates, and in the event of any such issuance, all references herein and in the other Loan Documents to the term "Fronting Bank" shall, with respect to such Letter of ...
Letters of Credit Generally. 28 Section 4.02 Authorization to Charge Revolving Loan Account...........................................28 Section 4.03 Indemnification..........................................................................28 Section 4.04 Participation............................................................................28 Section 4.05 Limitation on Agent's Responsibility.....................................................29 Section 4.06