Common use of The LC Commitment Clause in Contracts

The LC Commitment. (i) Subject to the terms and conditions set out in this Agreement, Lender agrees, (A) from time to time on any Business Day during the period from the Closing Date until the Revolving Credit Termination Date, to issue LCs for the account of Borrower, and to amend or renew LCs previously issued by it, in accordance with subsection (b) below, and (B) to honor drafts under the LCs; provided that, Lender shall not be obligated to make any LC Credit Extension with respect to any LC, if, as of the date of and after giving effect to, such LC Credit Extension, the Revolving Credit Exposure would exceed the Revolving Credit Limit. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain LCs shall be fully revolving, and accordingly Borrower may, prior to the LC Termination Date, obtain LCs to replace LCs that have expired or that have been drawn upon and reimbursed. (ii) Lender shall be under no obligation to issue any LC if: (A) the expiry date of such requested LC would occur after the Revolving Credit Termination Date, unless Lender has approved such expiry date; (B) the issuance of such LC would violate one or more policies of Lender; or (C) it is denominated in a currency other than Dollars. (iii) Lender shall be under no obligation to amend any LC if (A) Lender would have no obligation at such time to issue such LC in its amended form under the terms of this Agreement, or (B) the beneficiary of such LC does not accept the proposed amendment to such LC.

The LC Commitment. (i) Subject to the terms and conditions set out in this Agreement, Lender agrees, (A) from time to time on any Business Day during the period from the Closing Date until the Revolving Credit Termination Date, to issue LCs for the account of BorrowerBorrower or any Company or make any other LC Credit Extension, and to amend or renew LCs previously issued by it, in accordance with subsection (b) below, and (B) to honor drafts under the LCs; provided that, Lender shall not be obligated to make any LC Credit Extension with respect to any LC, if, as of the date of and after giving effect to, such LC Credit ExtensionExtension Date, (A) the Revolving Credit Exposure would exceed the Revolving Credit Limit. Within the foregoing limitsLimit (after giving effect to such LC Credit Extension), and subject to the terms and conditions hereof, Borrower’s ability to obtain LCs shall be fully revolving, and accordingly Borrower may, prior to (B) the LC Termination DateExposure would exceed the LC Sublimit (after giving effect to such LC Credit Extension), obtain LCs to replace LCs that have expired or that have been drawn upon and reimbursed. (ii) Lender shall be under no obligation to issue any LC if: (AC) the expiry date of such requested LC would occur after the Revolving Credit LC Termination Date, unless Lender has approved such expiry date; , (BD) the issuance of such LC would violate one or more policies of Lender; or (C) it is to be denominated in a currency other than Dollars, (E)) any Litigation shall by its terms purport to enjoin or restrain Lender from making such LC Credit Extension, (F) the beneficiary of such LC does not accept the LC or any proposed amendment to, or renewal of, such LC, or (G) a Default or Potential Default exists. (ii) Each LC Credit Extension shall be made upon the request of Borrower delivered to Lender in the form of an LC Application, appropriately completed and signed by a Responsible Officer of Borrower. Such LC Application must be received by Lender not later than 11:00 a.m. at least four (4) Business Days prior to the proposed LC Credit Extension Date. (A) In the case of a request for an initial issuance of an LC, such LC Application shall specify in form and detail satisfactory to Lender (1) the proposed issuance date of the requested LC (which shall be a Business Day), (2) the amount of the requested LC, (3) the expiry date of the requested LC, (4) the name and address of the beneficiary of the requested LC, (5) the documents to be presented by such beneficiary in case of any drawing under the requested LC, (6) the full text of any certificate to be presented by such beneficiary in case of any drawing under the requested LC, and (7) such other matters as Lender may reasonably require. (B) In the case of a request for an amendment of any outstanding LC, such LC Application shall specify in form and detail satisfactory to Lender (1) the LC to be amended, (2) the proposed date of the amendment (which shall be a Business Day), (3) the nature of the proposed amendment, and (4) such other matters as Lender may reasonably require. (iii) Lender shall be under no obligation to amend Promptly after receipt of any LC if Application, Lender will confirm that the requested LC Credit Extension is permitted in accordance with the terms of this Agreement, then, subject to the terms and conditions hereof, Lender shall, on the requested date, issue an LC for the account of such requesting Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with Lender’s usual and customary business practices. (iv) If Borrower so requests in any applicable LC Application, Lender may, in its sole and absolute discretion, agree to issue an LC that has automatic renewal provisions (each, an “Auto-Renewal LC”); provided that, any such Auto-Renewal LC must permit Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such LC) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such LC is issued. Unless otherwise directed by Lender, Borrower shall not be required to make a specific request to Lender for any such renewal. Lender may elect not to renew any auto-renewal LC for any reason, including, (A) Lender has reasonably determined that it would have no obligation at such time to issue such LC in its amended renewed form under the terms hereof (by reason of this Agreementthe provisions of Section 2.5(a)(i) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is two (2) Business Days before the Nonrenewal Notice Date (1) that beneficiary has elected not to permit such renewal or (2) that one or more of such LC does the applicable conditions specified in Section 5 is not accept the proposed amendment to such LCthen satisfied.

The LC Commitment. (i) Subject to the terms and conditions set out in this Agreement, Lender agrees, to honor drafts under the Existing LCs and any renewals or amendments thereto. (Aii) Lender is not obligated to issue any LCs other than the Existing LCs. (iii) With respect to any LC which is not an Existing LC, Lender may from time to time on any Business Day during the period from the Closing Amendment Date until the Revolving Credit LC Termination Date, to issue new LCs for the account of Borrower, and to amend or renew LCs previously issued by it, in accordance with subsection (b) below, and (B) to honor drafts under the LCs; provided that, Lender shall not be obligated to make any LC Credit Extension with respect to any LCnew LC described under this subsection (a)(ii), if, : (A) the issuance of such new LC has not been approved by Lender in its sole discretion; (B) as of the date of and after giving effect to, to such LC Credit Extension, the Revolving Credit LC Exposure would exceed the Revolving Credit Limit. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain LCs shall be fully revolving, and accordingly Borrower may, prior to the LC Termination Date, obtain LCs to replace LCs that have expired or that have been drawn upon and reimbursed.Committed Amount; (ii) Lender shall be under no obligation to issue any LC if: (AC) the expiry date of such requested LC would occur after the Revolving Credit LC Termination Date, unless Lender has approved such expiry date; (BD) the issuance of such LC would violate one or more policies of Lender; or (CE) it is denominated in a currency other than Dollars. (iiiiv) Lender shall be under no obligation to amend any LC if (A) Lender would have no obligation at such time to issue such LC in its amended form under the terms of this Agreement, or (B) the beneficiary of such LC does not accept the proposed amendment to such LC.

The LC Commitment. (i) Subject to the terms and conditions set out in this Agreement, Lender ▇▇▇▇▇▇ agrees, (A) from time to time on any Business Day during the period from the Closing Date until the Revolving Credit Termination Date, to issue LCs for the account of Borrowerany Borrower or any Company or make any other LC Credit Extension, and to amend or renew LCs previously issued by it, in accordance with subsection (b) below, and (B) to honor drafts under the LCs; provided that, Lender shall not be obligated to make any LC Credit Extension with respect to any LC, if, as of the date of and after giving effect to, such LC Credit ExtensionExtension Date, (A) the Revolving Credit Exposure would exceed the Revolving Credit Limit. Within the foregoing limitsLimit (after giving effect to such LC Credit Extension), and subject to the terms and conditions hereof, Borrower’s ability to obtain LCs shall be fully revolving, and accordingly Borrower may, prior to (B) the LC Termination DateExposure would exceed the LC Sublimit (after giving effect to such LC Credit Extension), obtain LCs to replace LCs that have expired or that have been drawn upon and reimbursed. (ii) Lender shall be under no obligation to issue any LC if: (AC) the expiry date of such requested LC would occur after the Revolving Credit Termination Date, unless Lender has approved such expiry date; , (BD) the issuance of such LC would violate one or more policies of Lender; or (C) it is to be denominated in a currency other than Dollars, (E) the LC is in an amount less than $50,000, (F) any Litigation shall by its terms purport to enjoin or restrain Lender from making such LC Credit Extension, (G) the beneficiary of such LC does not accept the LC or any proposed amendment to, or renewal of, such LC, or (H) a Default or Potential Default has occurred and is continuing. (ii) Each LC Credit Extension shall be made upon the request of Borrower Representative delivered to Lender in the form of an LC Application, appropriately completed and signed by a Responsible Officer of Borrower Representative. Such LC Application must be received by Lender not later than 12:00 p.m. at least three (3) Business Days before the proposed LC Credit Extension Date. (A) In the case of a request for an initial issuance of an LC, such LC Application shall specify in form and detail satisfactory to Lender in its Permitted Discretion (1) the proposed issuance date of the requested LC (which shall be a Business Day), (2) the amount of the requested LC, (3) the expiry date of the requested LC, (4) the name and address of the beneficiary of the requested LC, (5) the documents to be presented by such beneficiary in case of any drawing under the requested LC, (6) the full text of any certificate to be presented by such beneficiary in case of any drawing under the requested LC, and (7) such other matters as Lender may reasonably require. (B) In the case of a request for an amendment of any outstanding LC, such LC Application shall specify in form and detail satisfactory to Lender in its Permitted Discretion (1) the LC to be amended, (2) the proposed date of the amendment (which shall be a Business Day), (3) the nature of the proposed amendment, and (4) such other matters as Lender may reasonably require. (iii) Lender shall be under no obligation to amend Promptly after receipt of any LC if Application, Lender will confirm that the requested LC Credit Extension is permitted in accordance with the terms of this Agreement, then, subject to the terms and conditions hereof, Lender shall, on the requested date, issue the requested LC for the account of the applicable Company or enter into the applicable amendment, as the case may be, in each case in accordance with Lender’s usual and customary business practices. (iv) If Borrower Representative so requests in any applicable LC Application, Lender may, in its sole and absolute discretion, agree to issue an LC that has automatic renewal provisions (each, an “Auto-Renewal LC”); provided that, any such Auto-Renewal LC must permit Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such LC) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such LC is issued. Unless otherwise directed by ▇▇▇▇▇▇, Borrower Representative shall not be required to make a specific request to Lender for any such renewal. Lender may elect not to renew any auto-renewal LC for any reason, including, (A) Lender has reasonably determined that it would have no obligation at such time to issue such LC in its amended renewed form under the terms hereof (by reason of this Agreementthe provisions of Section 2.5(a)(i) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is two (2) Business Days before the Nonrenewal Notice Date (1) that beneficiary has elected not to permit such renewal, or (2) that one or more of such LC does the applicable conditions specified in Section 5 is not accept the proposed amendment to such LCthen satisfied.

The LC Commitment. (i) Subject to the terms and conditions set out in this Agreement, Lender the LC Issuer agrees, (A) from time to time on any Business Day during the period from the Closing Date until the Revolving Credit Termination DateAvailability Period, to issue LCs for the account of BorrowerBorrower or any Obligor or make any other LC Credit Extension, and to amend or renew LCs previously issued by it, in accordance with subsection (b) below, and (B) to honor drafts under provided that the LCs; provided that, Lender shall LC Issuer may not be obligated to make any LC Credit Extension with respect to any LC, if, as of the date of and after giving effect to, such LC Credit ExtensionExtension Date, (A) the Revolving Credit Exposure would exceed the Revolving Committed Amount (after giving effect to such LC Credit Limit. Within the foregoing limitsExtension), and subject to the terms and conditions hereof, Borrower’s ability to obtain LCs shall be fully revolving, and accordingly Borrower may, prior to (B) the LC Termination DateExposure would exceed the LC Sublimit (after giving effect to such LC Credit Extension), obtain LCs to replace LCs that have expired or that have been drawn upon and reimbursed. (iiC) Lender shall be under no obligation to issue any LC if: the total Covered Debt Amount would exceed the Borrowing Base then in effect, (AD) the expiry date of such requested LC would occur after the Revolving Credit Termination Final Maturity Date, unless Lender has all Revolving Lenders have approved such expiry date; , (BE) the issuance of such LC would violate one or more policies of Lender; or (C) it is to be denominated in a currency other than Dollars, (F) the LC is in an amount less than $7,500, unless the LC Issuer has approved a lesser amount, (G) any Litigation shall by its terms purport to enjoin or restrain the LC Issuer from making such LC Credit Extension, (H) the beneficiary of such LC does not accept the LC or any proposed amendment to, or renewal of, such LC, or (I) a Default or Event of Default exists. (ii) Each LC Credit Extension shall be made upon the request of B▇▇▇▇▇▇▇ delivered to the LC Issuer in the form of an LC Application, appropriately completed and signed by a Responsible Officer of Borrower. Such LC Application must be received by the LC Issuer not later than 10:00 a.m. at least four (4) Business Days prior to the proposed LC Credit Extension Date. (A) In the case of a request for an initial issuance of an LC, such LC Application shall specify in form and detail satisfactory to the LC Issuer (1) the proposed issuance date of the requested LC (which shall be a Business Day), (2) the amount of the requested LC, (3) the expiry date of the requested LC, (4) the name and address of the beneficiary of the requested LC, (5) the documents to be presented by such beneficiary in case of any drawing under the requested LC, (6) the full text of any certificate to be presented by such beneficiary in case of any drawing under the requested LC, and (7) such other matters as the LC Issuer may reasonably require. (B) In the case of a request for an amendment of any outstanding LC, such LC Application shall specify in form and detail satisfactory to the LC Issuer (1) the LC to be amended, (2) the proposed date of the amendment (which shall be a Business Day), (3) the nature of the proposed amendment, and (4) such other matters as the LC Issuer may reasonably require. (iii) Lender shall be under no obligation to amend Promptly after receipt of any LC Application, the LC Issuer will confirm that the requested LC Credit Extension is permitted in accordance with the terms of this Agreement, and, if so, then, subject to the terms and conditions hereof, the LC Issuer shall, on the requested date, issue an LC for the account of Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the LC Issuer’s usual and customary business practices. (iv) If Borrower so requests in any applicable LC Application, the LC Issuer may, in its sole and absolute discretion, agree to issue an LC that has automatic renewal provisions (each, an “Auto-Renewal LC”); provided that, any such Auto-Renewal LC must permit the LC Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such LC) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such LC is issued. Unless otherwise directed by the LC Issuer, Borrower shall not be required to make a specific request to the LC Issuer for any such renewal. The LC Issuer may elect not to renew any auto-renewal LC for any reason and the LC Issuer may not permit any such Credit Extension if, (A) Lender the LC Issuer has determined that such Credit Extension would not be permitted or the LC Issuer would have no obligation at such time to issue such LC in its amended renewed form under the terms hereof (by reason of this Agreementthe provisions of Section 2.4(a)(i)) or otherwise, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is two (2) Business Days before the Nonrenewal Notice Date (1) that beneficiary has elected not to permit such renewal or (2) from the Administrative Agent or the Borrower that one or more of such LC does the applicable conditions specified in Section 6.2 is not accept the proposed amendment to such LCthen satisfied.